Gloo Holdings holder reports 8.5% Class A stake

Grace & Mercy Foundation updates its 13D on GLOO, reaffirming an 8.5% Class A stake with sole voting and dispositive power and no new share transactions.

Rhea-AI Filing Summary

Gloo Holdings, Inc. (GLOO) received Amendment No. 5 to a Schedule 13D from Grace & Mercy Foundation, Inc., updating its beneficial ownership disclosure. As of September 10, 2026, Grace & Mercy reports beneficial ownership of 3,423,076 Class A Common shares, representing 8.5% of the Class A Common Stock outstanding.

The reporting person has sole voting and dispositive power over these shares. As of the same date, Gloo had 40,215,326 Class A shares and 51,315,715 Class B shares outstanding; Class A carries one vote per share, while Class B carries ten votes per share and is convertible into Class A on a one-for-one basis. The filer reports no transactions in Class A shares since the prior Amendment No. 4.

Filing Explained

The 8.5% figure measures Grace & Mercy’s Class A ownership, not majority voting control: it has sole voting power over 3,423,076 one-vote shares, while 51,315,715 Class B shares carry ten votes each.

Key Figures

Beneficially owned Class A shares: 3,423,076 shares Percent of Class A outstanding: 8.5% Class A shares outstanding: 40,215,326 shares +3 more

6 metrics

Beneficially owned Class A shares 3,423,076 shares Beneficial ownership by Grace & Mercy Foundation as of September 10, 2026

Percent of Class A outstanding 8.5% Portion of GLOO Class A Common Stock represented by 3,423,076 shares

Class A shares outstanding 40,215,326 shares Gloo Class A Common Stock outstanding as of September 10, 2026

Class B shares outstanding 51,315,715 shares Gloo Class B Common Stock outstanding as of September 10, 2026

Sole voting power shares 3,423,076 shares Shares over which the reporting person has sole voting power

Sole dispositive power shares 3,423,076 shares Shares over which the reporting person has sole dispositive power

Key Terms

beneficially own, sole voting power, sole dispositive power, Class B Common Stock, +1 more

5 terms

beneficially own financial

"the Reporting Person may be deemed to beneficially own 3,423,076 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole voting power financial

"Number of Shares Beneficially Owned... Sole Voting Power 3,423,076.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned... Sole Dispositive Power 3,423,076.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Class B Common Stock financial

"51,315,715 shares of Class B Common Stock outstanding"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

convertible financial

"each share of Class B Common Stock is entitled to ten votes per share and is convertible"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of GLOO Class A stock does Grace & Mercy Foundation report owning?

Grace & Mercy Foundation reports beneficial ownership of 3,423,076 GLOO Class A Common shares, which is approximately 8.5% of the Class A Common Stock outstanding as of September 10, 2026.

How many GLOO shares does Grace & Mercy Foundation control and what powers does it have?

Grace & Mercy Foundation reports beneficial ownership of 3,423,076 Class A shares, with sole voting power and sole dispositive power over all of these securities of Gloo Holdings, Inc.

What is the total number of GLOO Class A and Class B shares outstanding?

As of September 10, 2026, Gloo had 40,215,326 Class A Common shares and 51,315,715 Class B Common shares outstanding, based on figures disclosed in its Quarterly Report on Form 10-Q filed on that date.

How do voting rights differ between GLOO Class A and Class B Common Stock?

Each GLOO Class A share is entitled to one vote, while each Class B share is entitled to ten votes and is convertible at any time into one share of Class A Common Stock.

Has Grace & Mercy Foundation traded GLOO shares since the prior amendment?

No. The filing states that no transactions in GLOO Class A Common Stock have been effected by the reporting person or covered persons since Amendment No. 4, which was filed on July 13, 2026.

What is the event date referenced in this GLOO Schedule 13D/A amendment?

The event date referenced is September 10, 2026, which the filing defines as the “Event Date” and also matches the date as of which the outstanding share counts are stated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:30 PM Accepted by SEC EDGAR 09/11/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

GLOO HOLDINGS, INC.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

379598105

(CUSIP Number)

ImHyuk Yi
888 Seventh Avenue, 22nd Floor,,
New York, NY, 10106
212-984-8877

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 379598105

1

Name of reporting person

Grace & Mercy Foundation, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,423,076.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,423,076.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,423,076.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.001 par value per share
(b)	Name of Issuer: GLOO HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 831 Pearl Street, Boulder, COLORADO , 80302.
Item 1 Comment: Explanatory Note: This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person with the SEC on November 28, 2025, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on January 12, 2026, as further amended by Amendment No. 2 to the Schedule 13D filed with the SEC on May 29, 2026, as further amended by Amendment No. 3 to the Schedule 13D filed with the SEC on June 11, 2026, as further amended by Amendment No. 4 to the Schedule 13D filed with the SEC on July 13, 2026 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby supplemented as follows: As of September 10, 2026 (the "Event Date") and the date of this Amendment (the "Filing Date"), the Reporting Person may be deemed to beneficially own 3,423,076 shares of Class A Common Stock, which is approximately 8.5% of the Class A Common Stock outstanding. As of the Event Date and the Filing Date, the Issuer had 40,215,326 shares of Class A Common Stock outstanding and 51,315,715 shares of Class B Common Stock outstanding (based on the number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of September 10, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on September 10, 2026). Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share and is convertible at any time into one share of Class A Common Stock.
(b)	The information contained on the cover page to this Amendment is incorporated by reference into this Item 5. The Reporting Person exercises sole voting and dispositive power over all securities of the Issuer held by the Reporting Person directly.
(c)	No transactions in the Class A Common Stock have been effected by the Reporting Person or the Covered Persons since the filing of Amendment No. 4 to the Schedule 13D which was filed with the SEC on July 13, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Grace & Mercy Foundation, Inc.

Signature:	/s/ ImHyuk Yi
Name/Title:	ImHyuk Yi / Treasurer
Date:	09/11/2026