GLOO · Gloo Holdings, Inc.

The issuance of 1,536,198 unregistered shares of Class A common stock represents a material equity-based acquisition payment, directly impacting ownership structure and potential future liquidity. Because the shares were issued under Section 4(a)(2) and Rule 506, they are restricted securities — subject to resale limitations under Rule 144 and ineligible for immediate public trading. This implies that the recipient(s) of these shares cannot freely sell them into the market without registration or satisfying holding period and public information requirements, reducing near-term dilution pressure but introducing overhang risk once restrictions lapse. The timing — May 1, 2026 closing — confirms the transaction has been finalized and the equity component settled, removing execution uncertainty. As an 8-K/A focused solely on Item 3.02, this amendment signals that the original 8-K did not contain complete or final terms for the equity consideration, and investors should treat the newly disclosed share count as definitive for modeling dilution and capitalization impacts. No pricing, valuation, or financial terms of the underlying Enterprisemarketdesk Transaction are disclosed, limiting assessment of strategic rationale or accounting treatment.