Sec Form 13D Filing - Scott Beck filing for - 2026-07-16

831 Pearl Street, Boulder, Colorado, 80302

The Reporting Person is the President and Chief Executive Officer of Gloo Holdings, Inc. (the "Company") and a member of the Company's board of directors.

Not applicable

Not applicable

United States

These shares of Class A common stock were purchased with personal funds of the Reporting Person.

The information set forth in Item 3 of this Schedule is incorporated herein by reference. The Reporting Person purchased 1,076,923 shares of the Company's Class A common stock in the Company's underwritten public offering (the "Offering") at a public offering price of $3.25 per share and on the same terms as the other purchasers in the offering. The Offering closed on July 10, 2026. The Reporting Person purchased the shares of Class A common stock for investment purposes. (a) The Reporting Person at any time and from time to time may acquire additional shares of Class A common stock or dispose of any or all of the shares of Class A common stock that the Reporting Person owns depending upon an ongoing evaluation of his investment in the shares of Class A common stock, prevailing market conditions, other investment opportunities, other investment considerations or other factors. (b) - (j) Except as disclosed in this Schedule, the Reporting Person has no plans or proposals which relate to, or could result in, any matters referred to in paragraphs (b) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position or change his purpose or formulate plans or proposals with respect thereto.

As of the date of this Schedule, the Reporting Person beneficially owns an aggregate of 34,164,737 shares of common stock, or 49.03% of the Company's outstanding shares of common stock as calculated for purposes of this Schedule. The beneficial ownership percentages used in this Schedule are calculated based on 37,034,292 shares of Class A common stock outstanding as of July 16, 2026, and 32,618,097 shares of Class B common stock held by the Reporting Person as of July 16, 2026. The Reporting Person has sole voting and dispositive power over 1,189,997 shares of common stock, which consists of: (i) 1,166,666 shares of Class B common stock held by the Reporting Person and (ii) 23,331 shares of Class A common stock subject to options exercisable within 60 days of the date of this filing held by the Reporting Person. The Reporting Person has shared voting and dispositive power over 34,164,737 shares of common stock, which consist of: (i) 1,523,309 shares of Class A common stock held by Pearl Street Trust for which the Reporting Person and his spouse, Theresa Beck, serve as trustees; (ii) 88,889 shares of Class B common stock held by Bowanabee Foundation for which the Reporting Person serves as a director; (iii) 29,029,209 shares of Class B common stock held by Pearl Street Trust for which the Reporting Person and his spouse serve as trustees; (iv) 500,000 shares of Class B common stock held by The Scott A. Beck 2025 Irrevocable Trust for which the Reporting Person serves as trustee; and (v) 1,833,333 shares of Class B common stock held by The Theresa Beck 2020 Irrevocable Trust dated May 30, 2020 for which the Reporting Person serves as trustee.

As of the date of this Schedule, the Reporting Person beneficially owns an aggregate of 34,164,737 shares of common stock, or 49.03% of the Company's outstanding shares of common stock as calculated for purposes of this Schedule. The beneficial ownership percentages used in this Schedule are calculated based on 37,034,292 shares of Class A common stock outstanding as of July 16, 2026, and 32,618,097 shares of Class B common stock held by the Reporting Person as of July 16, 2026. Item 5(a) is incorporated herein by reference.

The information set forth in Items 3, 4 and 5(a) of this Schedule is incorporated herein by reference.

The information set forth in Items 3, 4 and 5(a) of this Schedule is incorporated herein by reference.

Not applicable

Lock-Up Agreement In connection with the Offering, on June 30, 2026, the Reporting Person executed and delivered to the representatives (the "Representatives") of the several underwriters a Lock-Up Agreement (the "Lock-Up Agreement") pursuant to which, subject to certain exceptions, the Reporting Person agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of Class A common stock, Class B common stock or securities convertible into or exchangeable for Class A common stock or Class B common stock for a period of 90 days after July 8, 2026, which was the date of the final prospectus supplement for the Offering. The Lock-Up Agreement provides that its restrictions may be waived at any time by the Representatives. Put Option Agreements In connection with certain acquisitions by the Company that occurred during 2023, 2024 and 2025 with respect to Christianity Today International, the Church Metrics platform, Servus Consulting Partners, Outreach Media, Inc. and Barna Holdings, LLC, the Reporting Person, his spouse and Pearl Street Trust entered into a put option agreement with the sellers, pursuant to which Pearl Street Trust, the Reporting Person and his spouse jointly and severally agreed to purchase on demand from the sellers their Gloo Holdings, LLC Series A preferred units at a price ranging from $6.00 to $9.00 (or $18.00 to $27.00 on a post-reorganization basis as a result of the Company's 3 for 1 reverse stock split) per unit during specified periods. In connection with certain Gloo Holdings, LLC Series A preferred unit issuances that occurred during 2023, the Reporting Person and Pearl Street Trust have jointly and severally entered into put option agreements with the following third-party investors: Paul and Amaryah Lanum; Trinity FFV Alternative Income Fund, LP; Compassion International, Inc.; GuideStone Financial Resources of the Southern Baptist Convention; RightNow Ministries International; Trinity FFV Alternative Income Fund, LP; and WC Gloo Fund, LLC. Under these agreements, the Reporting Person and Pearl Street Trust agreed to purchase on demand the purchasers' Series A preferred units at $6.00 (or $18.00 on a post-reorganization basis as a result of the Company's 3 for 1 reverse stock split) per unit during specified periods. Guaranty Agreements In connection with certain of the acquisitions and preferred unit issuances described above, the Reporting Person, his spouse and, in certain instances, Pearl Street Trust, also entered into guaranty agreements with the relevant counterparties pursuant to which the Reporting Person, his spouse and, in certain instances, Pearl Street Trust, jointly and severally guaranteed to pay the put under the related put option agreements within a specified time period. These summaries are qualified in their entirety by reference to the full text of the agreements referenced in this Item 6, copies of which are filed as Exhibits to this Schedule, and are hereby incorporated by reference.

99.1. Lock-Up Agreement dated as of June 30, 2026 99.2. Put Agreement dated as of May 1, 2024 99.3. Put Agreement dated as of August 1, 2024 99.4. Put Agreement dated as of March 12, 2025 99.5. Put Agreement dated as of March 12, 2025 99.6. Put Agreement dated as of January 2, 2024 99.7. Put Agreement dated as of February 18, 2025 99.8. Put Agreement dated as of December 8, 2023 99.9. Put Agreement dated as of December 8, 2023 99.10. Put Agreement dated as of December 19, 2023 99.11. Put Agreement dated as of December 19, 2023 99.12. Put Agreement dated as of December 19, 2023 99.13. Put Agreement dated as of December 19, 2023 99.14. Guaranty Agreement dated as of January 2, 2024 99.15. Guaranty Agreement dated as of December 19, 2023 99.16. Guaranty Agreement dated as December 19, 2023 99.17. Guaranty Agreement dated as of December 20, 2023