Gitlab Inc.

1. Organization and Description of Business

GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. The Company operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab”, an intelligent orchestration platform for DevSecOps delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Fiscal Year

The Company's fiscal year ends on January 31. For example, references to fiscal year 2026 and 2025 refer to the fiscal year ended January 31, 2026 and 2025, respectively.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, taxation of intangible property in company formation, merger, or acquisition transactions, realizability of deferred income tax assets, reserves for unrecognized income tax benefits, and impairment of goodwill and long-lived assets. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include 100% of the accounts of wholly owned subsidiaries as well as a variable interest entity for which the Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency

The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.

Gains and losses that arise from foreign exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2026,2025 and 2024, the Company recognized foreign exchange gains (losses), net of $(19.5) million, $9.4 million and $(2.9) million, respectively.

For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity in the consolidated balance sheets. For theyears ended January 31, 2026,2025 and 2024, the Company recognized foreign translation adjustments of $15.1 million, $(11.9) million and $(3.9) million, respectively.

Cash and Cash Equivalents

Cash and cash equivalents as of January 31, 2026 and 2025, consists of cash held in checking and savings accounts, investments in money market accounts and certain highly-liquid investments. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents.

Short-Term Investments - Marketable Securities

The Company classifies its marketable securities with stated maturities of three months and greater at the date of purchase as short-term investments due to its ability to use these securities to support the Company’s current operations.

As of January 31, 2026 and 2025, all short-term investments are classified as available-for-sale and are reported at fair value, which is based on quoted market prices for such securities, if available, or based on quoted market prices of financial instruments with similar characteristics. If the fair value of a security falls below its amortized cost, the carrying value is reduced to its fair value if management intends to sell or it is more likely than not that it will be required to sell before recovery of the amortized cost basis. If neither of these conditions are satisfied, impairment is assessed for credit losses by comparing the present value of expected cash flows with the amortized cost basis, and an allowance for credit losses is recorded for the excess of amortized cost over expected cash flows. Impairment losses not attributable to credit losses are reported as a separate component of other comprehensive loss, net of tax.

The cost of securities sold is based on the specific-identification method. Unrealized gains and losses are reported as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheet. Realized gains and losses on available-for-sale securities are recognized upon sale and are included in other income (expense), net in the consolidated statements of operations. Interest on securities classified as available-for-sale is included within interest income on the consolidated statements of operations.

Available-for-sale securities are recorded at fair value each reporting period and are adjusted for the amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income of the consolidated statements of operations.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The allowance for doubtful accounts is the Company’s best estimate of the amount of expected credit losses in existing accounts receivable.

As of January 31, 2026 and 2025, the allowance for doubtful accounts was $1.0 million. Accounts receivable deemed uncollectible are written off against the allowance when identified.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions or corporations that hold its cash, cash equivalents, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

The Company uses various distribution channels partners. As of January 31, 2026, two of these channel partners represented 17% and 13% of the accounts receivable balance, respectively, while as of January 31, 2025, two channel partners represented 11% and 12% of the accounts receivable balance, respectively. There were no individual customers whose balance represented more than 10% of accounts receivable as of January 31, 2026 and January 31, 2025.

There were no individual customers whose revenue represented more than 10% of total revenue during theyears ended January 31, 2026,2025 and 2024.

Fair Value of Financial Instruments

We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair valuein the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded acquisition related contingent considerations at fair value in prior years, as further discussed in “Note 4. Cash Equivalents and Short-Term Investments.”

The Company measures assets and liabilities at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.

Revenue Recognition

Revenue is primarily derived from software arrangements, which include self-managed (on-premise) and SaaS offerings, with additional revenue from professional services. Software arrangements typically range fromone tothree years and are generally non-refundable and non-cancelable. Revenue is recognized when control of promised goods or services transfers to customers in an amount that reflects the consideration we expect to receive, net of any applicable value added or sales tax collected on behalf of governmental authorities.

Performance Obligation: Self-managed offerings includetwo performance obligations: (i) a software license providing the right to take possession and use proprietary features, and (ii) a subscription providing support, maintenance, and software updates on a when-and-if-available basis.

SaaS offerings provide the right to access hosted software and support, which together represent a single performance obligation.

Professional services, including consulting, implementation, and training, are identified as distinct performance obligationsand are recognized as revenue as the services are performed.

Transaction Price Allocation: For contracts with multiple performance obligations, we allocate transaction price based on relative standalone selling prices (SSP). We determine SSP by maximizing the use of observable standalone sales when available. When observable prices are unavailable, we estimate SSP considering our overarching pricing objectives and strategies, market and industry conditions, product-specific factors, and historical sales data.

For the license and subscription components of self-managed arrangements, which are never sold separately, we utilize an expected cost-plus margin approach that considers historical development costs for licensed features and estimated cost to provide support, maintenance, and software updates to determine SSP.

Recognition: Subscription revenue (self-managed subscription and SaaS) is recognized ratably over the contractual term, beginning when our services are made available to customers.

License revenue (self-managed license) is recognized at the point in time when control of the license transfers to the customer.

Professional services revenue is recognized as services are performed.

The Company presents financial information about disaggregation of revenue in “Note 3. Revenues” of the consolidated financial statements.

Deferred Revenue and Contract Assets

Deferred revenue consists primarily of payments received and accounts receivable recorded in advance of revenue recognition. The Company primarily invoices customers annually in advance. The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as non-current in the Consolidated Balance Sheets.

Contract assets are recorded when the value of revenue recognized exceeds the amount invoiced for a contract. Contract assets are included in prepaid expenses and other current assets on the consolidated balance sheets.

During theyears ended January 31, 2026,2025 and 2024, $395.9 million, $331.8 million and $217.0 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented.

Remaining Performance Obligations

Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. As of January 31, 2026, the remaining performance obligations for which revenue has not yet been recognized was appr oximately $1,135.8 million. Of this amount, the Company expects to recognize approximately 63% over the next 12 months and 89% over the next 24 months.

Deferred Contract Acquisition Costs

Sales commissions that are recoverable and incremental costs of obtaining customer contracts are capitalized and amortized as sales and marketing expenses in the consolidated statements of operations.

Commissions paid upon the acquisition of an initial contract are amortized over an estimated period of benefit of 3 years based on historical customer life and technology lifecycle analysis. Commissions paid on contract renewals are amortized over the respective renewal term. Deferred commissions are amortized on a straight-line basis, except for commissions related to self-managed license performance obligations, which are amortized immediately. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented.

Cost of Revenue

Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, personnel-related costs associated with our customer support personnel, including contractors, third-party payment processing fees, and allocated overhead. Personnel-related expenses consist of salaries, benefits, bonuses, and stock-based compensation.

Cost of self-managed license and other revenue consists primarily of contractor and personnel-related costs, including stock-based compensation expenses, associated with the professional services team and customer support team, and allocated overhead.

Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors.

The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. These include costs incurred on public relations, website design, advertising, field marketing, and market research services. The Company incurred advertising costs of $34.8 million, $34.5 million and $32.5 million during the years ended January 31, 2026, 2025 and 2024, respectively.

Loss Contingencies

If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company records a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred.

Income Taxes

The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for (benefit from) income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company accounts for the effects of changes in tax laws in the period of enactment.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that are more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

The Company is required to make judgments regarding the tax treatment of certain transactions and filing positions. The Company evaluates whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely to be realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.

Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)

Comprehensive loss includes net loss and changes in stockholders’ equity that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account and unrealized gains or losses on short-term investments.

Net Loss per Share Attributable to Common Stockholders

Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive.

Stock-Based Compensation

The Company has granted equity classified stock-based awards to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years.

The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is generally recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur.

The Company granted market-condition restricted stock units (“RSUs”) to our Class B common stock to Mr. Sijbrandij, our Co-founder and former CEO, where fair value was determined using a Monte Carlo valuation model. Compensation cost for such awards was recognized over the derived service period using the accelerated attribution method, regardless of whether the market condition was achieved. Refer to "Note 9. Equity" for further discussion.

In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model. Beginning with the June 2025 offering period we calculate the ESPP volatility input using our own historical stock price volatility as we have enough public trading history. Previously we used peer group volatility and transitional blended approaches.

Since fiscal year 2023, JiHu has maintained an employee stock option plan ("JiHu 2022 ESOP") for its employees. In June 2024, the board of directors of JiHu approved a new employee stock option plan ("JiHu 2024 ESOP") for its employees in order to grant additional shares. The fair value of Restricted Stock Awards (“RSAs”) and stock option awards is measured on the date of grant and compensation costs related to these awards are recognized on a graded attribution method as the grants include a performance condition for both the JiHu 2022 ESOP and JiHu 2024 ESOP ("JiHu ESOPs"). The Company considers the RSAs and stock option awards granted pursuant to the JiHu ESOP as potentially dilutive equity instruments that will result in dilution of the Company’s stake in JiHu upon vesting of such awards (or, in the case of option awards granted pursuant to the JiHu ESOP, upon vesting and subsequent exercise into shares of JiHu common stock). Any such dilution will be accounted for as an equity transaction. Until such awards granted pursuant to the JiHu ESOP are vested (or, in the case of option awards, vested and ultimately exercised into shares of JiHu common stock), the Company will continue to record the recognized stock-compensation expense of JiHu as part of the noncontrolling interest.

The Company grants performance stock units (“PSUs”)to senior members of its management team with vesting contingent upon the achievement of specified performance targets and continuous service through the applicable vesting dates. The fair value of PSUs is measured at the market price of the Company's Class A common stock on the grant date. Compensation cost is recognized using the graded-vesting method over the requisite service period, limited to awards expected to vest based on the probability of achieving the underlying performance conditions, which management reassesses at each reporting period.

Segment Reporting

The Company derives revenue globally and manages its business activities on a consolidated basis. The Company’s primary offering is GitLab, an intelligent orchestration platform for DevSecOps delivered as a single application which is offered on both self-managed and SaaS models.

The Company operates its business asone operating and reportable segment as the Company’s chief operating decision maker (“CODM”), the Company’s CEO, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance.

The Company’s CODM primarily uses consolidated net loss as the measure of profit or loss to facilitate analysis of the Company’s financial trends, and for internal planning and forecasting purposes. Consolidated expense information is included on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets.

Business Combination

We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

We amortize our acquired intangible assets with definite lives on a straight-line basis over a period ofthree years.

The liabilities for any contingent consideration are established at the time of the acquisition and will be evaluated at each reporting date. Any change in the fair value adjustment is recorded in general and administrative expenses in the consolidated statements of operations.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates computer and office equipment overtwo years.

Costs related to software developed to meet the Company's internal requirements that are incurred during the application development stage are capitalized and amortized on a straight-line basis over an estimated useful life, which is typically three years. Amortization is recorded in general and administrative and sales and marketing expenses consistent with the primary function of the related software. All other costs, including those related to preliminary project and post-implementation activities, are expensed as incurred.

Impairment of Long-lived Assets

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. No impairment was recorded during the years ended January 31, 2026,2025 and 2024.

We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. Based on an analysis of qualitative and quantitative factors, including our market capitalization, we determined there to beno impairment of goodwill in any of the periods presented.

Equity Method Investment

The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest in the investee. The Company’s equity method investments are reported at cost and adjusted each period for its proportionate share of the investee’s income or loss. The cost on initial recognition of retained interest in a former subsidiary is based on fair value on the date of loss of control. The Company’s proportionate share of the net loss resulting from the investment is reported under loss from equity method investment, net of tax in the consolidated statements of operations. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Refer to “Note 11. Joint Venture and Equity Method Investment” for more information.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities to disclose specific categories within the income tax rate reconciliation using both percentages and reporting currency amounts, income taxes paid disaggregated by federal, state and foreign jurisdictions, and other enhanced income tax disclosures. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on aprospective basis on February 1, 2025, the first day of fiscal year 2026. The adoption resulted in enhanced income tax disclosures in Note 12. Income Taxes but did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows. Prior period disclosures have not been restated.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income - Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain expense captions presented in the Consolidated Statements of Operations as well as disclosure about selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on the consolidated financial disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (“Subtopic 350-40”): Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the guidance in ASC 350-40 to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (“Topic 270”): Narrow-Scope Improvements, which provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual reporting period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted. The amendments may be applied on a prospective or retrospective basis. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements: This update results from the Board's ongoing project to address suggestions received from stakeholders and to make technical corrections, clarifications, and other incremental improvements to GAAP. This evergreen project facilitates Codification updates for a broad range of ASC topics. The amendments are not expected to have a significant effect on current accounting practice. This ASU can be applied using a prospective or retrospective approach and are effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.

3. Revenues

Disaggregation of Revenue

The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages):

Total Revenue by Geographic Location

The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands):

No other individual country exceeded 10% of total revenue for any of the periods presented.

4. Cash Equivalents and Short-Term Investments

The following table summarizes the Company’s cash equivalents and short-term investments by significant investment category (in thousands):

(1) Included in “cash and cash equivalents” in the consolidated balance sheet as of January 31, 2026, in addition to cash of $76.8 million.

(1) Included in “cash and cash equivalents” in the consolidated balance sheet as of January 31, 2025, in addition to cash of $94.1 million.

The fair value of the Company’s Level 1 financial instruments, such as money market funds which are traded in active markets, is based on quoted market prices for identical instruments. The fair value of the Company’s Level 2 financial instruments such as commercial paper, corporate debt and U.S. government securities are obtained from an independent pricing service, which may use inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security that may not be actively traded. The Company’s marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models. As of January 31, 2026 and January 31, 2025, the Company did not have any Level 3 financial instruments.

The Company uses the specific-identification method to determine any realized gains or losses from the sale of the Company’s short-term investments classified as available-for-sale. For the periods presented, the Company did not have any material realized gains or losses as a result of maturities or sales of short-term investments.

During theyears ended January 31, 2026,2025 and 2024, the Company recorded $45.7 million, $47.7 million and $39.1 million of interest income on cash and cash equivalents and short-term investments, respectively, which includes $8.2 million, $16.7 million and $20.3 million of net amortization of premiums or discounts on short-term investments during the years ended January 31, 2026,2025 and 2024, respectively.

The following table summarizes unrealized losses on the Company’s cash equivalents and short-term investments aggregated by category and the length of time such aggregated investments have been in a continuous unrealized loss position as of the periods presented (in thousands):

The following table classifies the Company’s short-term investments by contractual maturities (in thousands):

All available-for-sale securities have been classified as current, based on management’s ability to use the funds in current operations.

Liabilities are measured at fair value on a recurring basis. The Company hadcontingent cash consideration from a business combination in prior years which was determined based upon the satisfaction of certain defined operational milestones and was remeasured at fair value at each reporting period through earnings. As the fair value is based on unobservable inputs, the liability was included in Level 3 of the fair value measurement hierarchy in prior years.

The Company reassessed the fair values of operational milestones for theyears ended January 31, 2025 and 2024. No changes were recorded in 2024, but the Company recorded a $3.8 million fair value loss in 2025, which was included in general and administrative expenses in the consolidated statement of operations.

In October 2024, the remaining operational milestones were achieved, and the Company paid $7.5 million of contingent cash consideration during the year ended January 31, 2025. The Company hadno Level 3 contingent consideration payable as of January 31, 2026 and 2025.

Interest accretion expense waszero, $0.1 million and $0.2 millionfor the years ended January 31, 2026,2025 and 2024, respectively.

5. Supplemental Financial Statement Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Property and Equipment, Net

Property and equipment, net of the following (in thousands):

(1)The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying property and equipment. As of January 31, 2026 and January 31, 2025, the Company also wrote off $2.1 million and $7.2 million of fully depreciated assets as they were no longer in use, respectively.

(2)Includes $0.4 million and $0.3 million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2026 and 2025, respectively.

Depreciation and amortization expense was $3.3 million, $2.9 million and $4.4 million for the years ended January 31, 2026, 2025 and 2024, respectively. Included in these amounts was the amortization of capitalized internal-use software development costs of $0.1 million, $0.1 million, and $0.1 million for the years ended January 31, 2026, 2025, and 2024, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

(1) Refer to “Note 6. Acquisitions”.

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):

(1)Refer to “Note 10. Restructuring and Other Related Charges”.

Other Income (Expense), Net

Other income (expense), net consisted of the following (in thousands):

6. Acquisitions

In March 2024, the Company acquired Oxeye Security Limited for $20.3 million. The acquisition includes a $3.2 million founder holdback payable over three years, recognized as compensation expense.

The Company recorded founder holdback compensation expenseof $0.9 million and $1.1 million for the years ended January 31, 2026 and 2025, respectively, in general and administrative expenses in the consolidated statements of operations.

7. Goodwill and Intangible Assets, Net

Goodwill

The carrying amount of goodwill was as follows (in thousands):

There wasno goodwill impairment for any periods presented.

Intangible Assets

Intangible assets, net consisted of the following (in thousands):

(1) During theyears ended January 31, 2026 and 2025, the Company wrote off$6.2 million and $0.9 million, respectively, of fully amortized intangible assets as the technology had become obsolete.

(2) The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.

Amortization expense was $8.1 million, $8.1 million and $2.2 million for theyears ended January 31, 2026,2025 and 2024, respectively.

As of January 31, 2026, future amortization expense related to the intangibles assets is expected to be as follows (in thousands):

8. Team Member Benefit Plans

The Company contributes to defined contribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $7.0 million, $5.9 million and $5.1 million for theyears ended January 31, 2026,2025 and 2024, respectively.

9. Equity

The Company's restated certificate of incorporation authorizes the issuance of 1,500,000,000 shares of Class A common stock,250,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock at $0.0000025 par value for each class of shares. Common stockholders are entitled to dividends when and if declared by the board of directors. No dividends have been declared to date. The holder of each share of Class A common stock is entitled toone vote and the holder of each share of Class B common stock is entitled toten votes.

Common Stock

The Company had shares of common stock reserved for future issuance as follows (in thousands):

Equity Incentive Plans

In September 2021, in connection with the IPO, the board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the Company’s 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to the Company’s team members. The Company may grant all other types of awards to its team members, directors, and consultants. The Company initially reserved 13,032,289 shares of its Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan increases automatically on February 1 of each of the years from 2022 through 2031.

The awards available for grant under the above Plans for the periods presented were as follows (in thousands):

In the event that shares previously issued under the above Plans are reacquired by the Company, such shares shall be added to the number of shares then available for issuance under the 2021 Plan. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of such stock option will be added to the number of shares then available for issuance under the 2021 Plan.

Both Plans allow the grantees to early exercise stock options.

Stock Options and RSUs

The following table summarizes options activity under the Plans, and related information:

Stock options granted under the Plans have a maximum contractual term often years from the date of grant. No options were granted during theyears ended January 31, 2026,2025 and 2024 and the aggregate grant-date fair value of options that vested during theyears ended January 31, 2026,2025 and 2024 was $16.7 million, $27.6 million and $17.9 million, respectively. The aggregate intrinsic value of options exercised during theyears ended January 31, 2026,2025 and 2024 was $62.2 million, $116.2 million and $128.8 million, respectively. The aggregate intrinsic value represents the difference between the exercise price and the fair value of the underlying common stock on the date of exercise. During the years ended January 31, 2026,2025 and 2024, the Company recorded $16.9 million, $15.0 million and $17.6 million stock-based compensation expense related to options, respectively.

As of January 31, 2026, approx imately $4.5 million of total unrecognized stock-based compensation relates to the modification of stock options previously granted to the Company’s former CEO. Total unrecognized stock-based compensation cost related to stock options is expected to be recognized over a weighted-average period of 0.3 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.

The following table summarizes the Company’s RSU activity:

These RSUs aregrants of shares of the Company’s Class A common stock, the vesting of which is based on the requisite service requirement. Generally, the Company’s RSUs are subject to forfeiture and are expected to vest overtwo tofour years ratably on a combination of bi-annual and quarterly basis. During theyears ended January 31, 2026,2025 and 2024, the Company recorded $181.8 million, $157.2 million and $117.6 million stock-based compensation expense related to RSUs, respectively.

As of January 31, 2026, approximately $371.4 million of total unrecognized compensation cost was related to RSUs granted to team members that is expected to be recognized over a weighted-average period of 2.8 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.

PSUs

The Company grants PSUs to senior members of its management team subject to the achievement of specified performance targets and continuous service through the applicable vesting dates. The Company granted 0.3 million,0.3 million, and 0.4 million of PSUs in fiscal year 2026, 2025 and 2023, respectively. The performance conditions for the current PSUs are set to be achieved in fiscal year 2027 through fiscal year 2028. The service condition must be met on each vest date.

During theyears ended January 31, 2026,2025 and 2024, the Company recorded total stock-based compensation expense of $0.1 million, $3.6 million and $1.3 million, respectively.

As of January 31, 2026, total unrecognized stock-based compensation expense related to PSUs was $2.2 million, which is expected to be recognized over a weighted-average period of 2.3 years.

Former CEO Restricted Stock Units (“Former CEO RSU”)

In May 2021, the Company granted 3 million RSUs tied to its Class B common stock to Sytse Sijbrandij, the Company’s co-founder and former CEO, with an estimated aggregate grant date fair value of $8.8 million. As measured from the grant date, the derived service period of the respective tranches ranges from 2 to 7 years. In December 2024, Mr. Sijbrandij resigned from his position as CEO and as a result, all unvested RSUs were forfeited, which resulted in a $3.4 million net gain of stock-based compensation expense for theyear ended January 31, 2025. During theyear ended January 31, 2024, the Company recorded $1.7 million, of stock-based compensation expense related to the former CEO RSU.

2021 Employee Stock Purchase Plan (“ESPP”)

In September 2021, the Company’s board of directors and its stockholders approved the ESPP and participation of eligible team members.

During the year ended January 31, 2026, the Company’s stock price on the purchase dates of November 28, 2025 and May 30, 2025, respectively, were lower than the Company’s stock price on the previously applicable offering dates. As a result, the offerings in effect were reset with the lower stock prices becoming the new offering prices and rolled over to new 24-month offering periods. The resets were treated as modifications resulting in incremental expense totaling $5.3 million and $4.3 million, respectively, which are being recognized over the remaining requisite service periods as of the dates of each reset.

During the years ended January 31, 2025 and 2024, the Company’s stock price on the purchase dates of May 31, 2024 and 2023, respectively, was lower than the Company’s stock price on the previously applicable offering dates. As a result, the offerings in effect were reset with the lower stock prices becoming the new offering prices and rolled over to new 24-month offering periods. The resets were treated as modifications resulting in incremental expense totaling $1.0 million and $9.4 million, respectively, which are being recognized over the remaining requisite service periods as of the dates of each reset.

The following table summarizes assumptions used in estimating the fair value of the ESPP for the offering period in effect using the Black-Scholes option-pricing model:

The Company recorded$13.9 million,$11.8 million, and $19.0 million of stock-based compensation expense related to the ESPP during theyears ended January 31, 2026,2025 and 2024, respectively. As of January 31, 2026, approximately $18.1 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.8 years.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense as follows (in thousands):

(1) The table above includes stock-based compensation of JiHu. Refer to “Note 11. Joint Venture and Equity Method Investment” for further discussion.

The corporate income tax benefit recognized in the consolidated statements of operations for stock-based compensation expense waszero for each of the years ended January 31, 2026,2025 and 2024, respectively.

Charitable Donation of Common Stock

In September 2021, the Company’s board of directors approved the reservation of up to 1,635,545 shares of Class A common stock for issuance to charitable organizations.

In March 2025, the Company’s board of directors approved annual donations of 163,555 shares of Class A common stock to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation. In March 2024 and 2023, the Company’s board of directors approved annual donations of $11.8 million and $10.7 million, respectively, of Class A common stock to the Foundation. The Foundation is also a related party as certain of the Company’s officers serve as directors of the Foundation. These donations shall occur infour equal quarterly distributions.

During the years ended January 31, 2026, 2025 and 2024, the Company donated 163,555 shares,221,195 shares and 231,408 shares of Class A common stock at fair value to the Foundation, respectively. The fair value of the common stock was determined based on the quoted market price on the grant date. The donation expense of $7.1 million, $11.8 million and $10.7 million was recorded in general and administrative expense in the consolidated statements of operations for theyears ended January 31, 2026,2025 and 2024, respectively.

10. Restructuring and Other Related Charges

The Company incurred restructuring charges of $1.6 million, $1.9 million and $8.0 million forthe years ended January 31, 2026,2025 and 2024, respectively, related to organizational realignments and workforce reductions.

The Company recognized severance and other termination benefit costs as follows (in thousands):

The changes in liabilities resulting from the restructuring charges and related accruals were as follows(in thousands):

11. Joint Venture and Equity Method Investment

Joint Venture

In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. The Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. As of January 31, 2026 and 2025, the Company retains control over JiHu with its equity stake at appro ximately 54% for each period presented.

Since fiscal year 2023, JiHu has maintained an employee stock option plan (“JiHu 2022 ESOP”) for its employees. In June 2024 and June 2025, the board of directors of JiHu approved new employee stock option plans (“JiHu 2024 ESOP” and “JiHu 2025 ESOP”, respectively) for its employees in order to grant additional shares. The fair value of restricted stock awards (“RSAs”) and stock option awards is measured on the date of grant and compensation costs related to these awards are recognized on a graded attribution method; as the grants include a performance condition for the JiHu 2022 ESOP, JiHu 2024 ESOP, and JiHu 2025 ESOP (“JiHu ESOPs”).

During theyears ended January 31, 2026,2025 and 2024, the Company recorded $2.3 million stock-based compensation expense, $1.8 million stock-based compensation expense and $1.5 million net gain, respectively.

As of January 31, 2026, approximately$2.9 million of total unrecognized compensation cost was related to the JiHu ESOPs that is expected to be recognized over a weighted-average period of 2.4 years.

Selected Financial Information

Selected financial information of JiHu, post intercompany eliminations, is as follows (in thousands):

Equity Method Investment

In April 2021, the Company reorganized Meltano Inc. (“Meltano”), or Arch Data, Inc. (“Arch”), which started as an internal project within the Company in July 2018, into a separate legal entity.

The Company recorded an impairment charge of $8.9 million in other income (expense), net in the consolidated statement of operations during the year ended January 31, 2024 which reduced the equity method investment value tozero as of January 31, 2024.

During theyear ended January 31, 2024, the Company recorded a loss from equity method investment of$3.8 million, net of tax on the consolidated statements of operations.

Arch ceased operations in November 2025. The Company did not receive any distributions from the liquidation.

12. Income Taxes

The components of total loss from continuing operations before income taxes are as follows (in thousands):

The provision for (benefit from) income taxes consisted of the following (in thousands):

Beginning with fiscal year 2026, the Company adopted ASU 2023-09 on a prospective basis. See Note 2. Basis of Presentation and Summary of Significant Accounting Policies — Recently Adopted Accounting Standards section for additional details. A reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the year ended January 31, 2026 is as follows (in thousands, except percentages):

(1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include New York, Texas, North Carolina, and the District of Columbia.

A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for years ended January 31, 2025 and 2024, presented under the disclosure requirements in effect prior to the adoption of ASU 2023-09, is as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands):

As of January 31, 2026, the Company’s federal, state, and foreign net operating loss (“NOL”) carryforwards for income tax purposes were approximately $284.8 million, $265.0 million, and $38.3 million respectively. The federal NOL carryforwards do not expire as they were generated post Tax Cuts and Jobs Act, where NOLs generated after December 31, 2017 do not expire. The U.S. state NOL carryforwards, if not utilized, will begin to expire beginning in fiscal year 2031. The foreign NOL carryforwards, if not utilized, will begin to expire in 2032.

As of January 31, 2026, the Company had federal foreign tax credit carryforwards of approximately $7.4 million. If not utilized, these foreign tax credit carryforwards will begin to expire in 2035. There were no foreign tax credit carryforwards as of January 31, 2025.

In addition, the Company had research tax credit carryforwards of approximately $22.7 million for federal purposes. The U.S. Federal Research & Experimentation (“R&E”) credit, if not utilized, will begin to expire in 2036. The Company also has research tax credit carryforwards of approximately $5.0 million for U.S. state purposes, which if not utilized, will begin to expire in 2028. Pursuant to the U.S. Internal Revenue Code, the NOL and R&E credit could be subject to limitation should the Company experience an owner shift of greater than 50 percent over a 3 year period.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”) which extended or modified certain corporate tax provisions under the 2017 Tax Cuts and Jobs Act (“TCJA”). The OBBBA modified certain business deductions, including allowing for immediate expensing of U.S. research & development (“R&D”) expenditures, effective in the Company’s current fiscal year. The OBBBA also modified various international tax provisions which were set to change or expire after 2025 under the TCJA. Such modifications, including U.S. taxation of profits derived from foreign operations and associated foreign tax credit limitations, are effective in the Company’s next fiscal year. The immediate expensing of U.S. R&D expenditures had a favorable impact to the Company’s domestic tax liability. The Company will continue to evaluate the impact of the OBBBA on the Company’s consolidated financial statements.

The Company executed the BAPA agreements with the IRS and the DTA on October 10, 2024, and October 22, 2024, respectively. On October 28, 2024, the Company paid $187.7 million to satisfy the tax assessment issued by the DTA, including accrued interest, which reflected the BAPA negotiations and the agreement to reduce the rate of tax on the gain from the transfer of economic IP rights. As a result of the BAPA and the DTA assessment, the 2015 through 2017 tax years are closed for GitLab B.V., the Company’s Netherlands subsidiary. Pursuant to the terms of the BAPA, the Company has filed amended returns for the 2018 through 2023 fiscal years.

Under the provisions of ASC 740, Income Taxes, the determination of the Company’s ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining the Company’s ability to recognize its deferred tax assets. As in prior years, the Company maintained that it was not more likely than not that the Company could recognize deferred tax assets in certain jurisdictions. All attributes agreed upon in the BAPA, including U.S. federal and state tax NOLs and credits, as well as Netherlands NOLs, are not yet recognized due to the determination that they are not more likely than not to be realized. The evidence evaluated by the Company included operating results during the most recent three-year period and future projections. More weight was given to historical results than to expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.

Cash paid for income taxes, net of refunds, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 were as follows (in thousands):

Uncertain Tax Positions

As of January 31, 2026, unrecognized tax benefits were$31.3 million, of which $10.6 million would affect the effective tax rate if recognized. As of January 31, 2025, the unrecognized tax benefits were $25.6 million, of which $9.5 million would affect the effective tax rate if recognized. The Company is unable to reasonably estimate the timing of future settlements or the amount by which the remaining unrecognized tax benefits will increase or decrease within the next twelve months.

The reconciliation of the Company's unrecognized tax benefits is as follows (in thousands):

(1) The prior period unrecognized tax benefit tabular reconciliation has been updated to reflect reclassifications between certain line items to conform to the current period presentation, which had no impact on the total unrecognized tax benefit balance.

It is the Company's policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. For theyears ended January 31, 2026, 2025 and 2024, the Company recognized interest and penalties expense (benefit) of $1.7 million, $(48.2) million and $53.0 million, respectively, in the provision for income taxes in the consolidated statements of operations. As of January 31, 2026 and 2025, the accrued interest and penalties were $7.2 million and $5.3 million, respectively, in the consolidated balance sheets. These amounts are not included in the unrecognized tax benefit rollforward table above.

As of January 31, 2026, the Company’s U.S. federal 2018 through 2025 tax years were open and subject to potential examination in one or more jurisdictions. In addition, in the United States, any NOLs or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company’s Netherlands tax years are currently open from tax years 2019 to 2025, subject to adjustments as a result of the recently negotiated BAPA. The Company believes that it has adequately reserved for the outcome of the BAPA. The Company regularly assesses the likelihood of adverse outcomes resulting from all existing and potential examinations to determine the adequacy of its provision for income taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.

13. Net Loss per Share

The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data):

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):

14. Commitments and Contingencies

Contractual Obligations and Commitments

The Company’s purchase oblig ations represent third-party non-cancelable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements.

Future minimum payments under the Company’s non-cancelable purchase commitments and other commitments used in the ordinary course of business as of January 31, 2026 were as follows (in thousands):

(1)The table above includes $131 million of remaining non-cancelable contractual commitments as of January 31, 2026 related totwo of the Company’s hosting infrastructure vendors.

Loss Contingencies

In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use of contractors in certain foreign countries. As of January 31, 2026 and January 31, 2025, the estimated liability relating to these matters was $0.9 million and $1.4 million recorded in other non-current liabilities on the consolidated balance sheets, respectively.

Warranties and Indemnifications

The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.

In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.

On September 4, 2024, a putative class action was filed in the United States District Court for the Northern District of California, captioned Dolly v. GitLab et al., Case No. 24-cv-06244-EKL (“Dolly”), naming the Company and certain of its officers. The complaint purported to assert claims under Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), SEC Rule 10b-5, and Section 20(a) of the 1934 Act, on behalf of persons and entities who acquired our common stock between June 5, 2023 and June 3, 2024 (the “Class Period”). Plaintiff alleges that, during the Class Period, defendants made material misrepresentations or omissions regarding, among other things, the Company’s use of AI features and ability to monetize the Company’s AI capabilities that artificially inflated the Company’s stock price. Plaintiff sought, among other things, damages in an unspecified amount, as well as fees and costs. Plaintiff amended his complaint on February 5, 2025 and March 7, 2025, and we moved to dismiss the second amended complaint in April 2025. On August 14, 2025, the court granted the Company’s motion to dismiss with leave for the plaintiff to amend and refile a third amended complaint. On September 8, 2025, the plaintiff filed a stipulation stating that he had decided not to file an amended complaint or to appeal the motion to dismiss order. The case was dismissed with prejudice and final judgment was entered on behalf of GitLab on January 26, 2026.

Three putative shareholder derivative cases were filed containing allegations based on or similar to those in the securities class action. The cases were filed on February 14, 2025, in the United States District Court for the Northern District of California, captioned Preciado v. Sijbrandij et al., Case No. 25-cv-01597 (“Preciado”); on February 19, 2025 in the United States District Court for the Northern District of California, captioned Jones v. Sijbrandij et al., Case No. 25-cv-01735 (“Jones”); and on March 28, 2025 in the United States District Court for the Northern District of California, captioned Lianto v. Sijbrandij et al., Case No. 25-cv-02924 (“Lianto”). Each of the three cases was allegedly brought on our behalf. Each of the lawsuits named us as a nominal defendant, and also certain of our officers and current and former members of our board of directors. The Jones complaint purported to assert claims under Section 14(a) of the Exchange Act as well as breach of fiduciary duty, while the Preciado and Lianto complaints purported to assert those claims as well as unjust enrichment and related corporate torts. The complaints sought to recover unspecified damages and other relief on our behalf. In January 2026, the plaintiffs in each of these three putative shareholder derivative cases agreed to voluntarily dismiss their respective claims. Allthree cases were dismissed on January 26, 2026.

In addition to the now-dismissed shareholder matters described above, we are, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results.

Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

15. Subsequent Event

On March 2, 2026, the Company's board of directors approved a share repurchase program authorizing the repurchase of up to$400.0 million of its Class A common stock. The program may be modified, suspended, or terminated at any time and does not obligate the Company to repurchase any specific amount. The Company expects to fund repurchases with existing cash, cash equivalents, short-term investments, and ongoing cash from operations.