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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP.

Fiscal Year

The Company's fiscal year ends on January 31. For example, references to fiscal year 2027 and 2026 refer to the fiscal year ending January 31, 2027 and the fiscal year ended January 31, 2026, respectively.

Use of Estimates

The preparation of the condensed 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, stock-based compensation, 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 condensed 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.

Summary of Significant Accounting Policies

There were no significant changes to the Company’s significant accounting policies disclosed in “Note 2” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

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. The Company presents financial information about geographical mix of revenue in “Note 3. Revenues” of thecondensed consolidated financial statements.

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):

Deferred Revenue and Contract Assets

During thethree months ended April 30, 2026 and 2025, $213.2 million and $161.7 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented.

Contract assets were $3.3 million and $4.5 million as of April 30, 2026 and January 31, 2026, respectively, and are included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

Remaining Performance Obligations

As of April 30, 2026, the aggregate transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $1.1 billion. As of April 30, 2026, the Company expects to recognize approximately 64% over the next 12 months and 90% over the next 24 months.

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 maintains allowances for potential credit losses on accounts receivable when deemed necessary.

The Company uses various distribution channels. As of April 30, 2026, three channel partners represented 18%,15% and 13% of the accounts receivable balance, respectively, while as of January 31, 2026, two channel partners represented 17% and 13% of the accounts receivable balance, respectively. There were no individual customers whose balance represented more than 10% of accounts receivable as of April 30, 2026 and January 31, 2026.

There were no individual customers whose revenue represented more than 10% of total revenue during the three months ended April 30, 2026 and 2025.

4. Cash Equivalents and Short-Term Investments

The following table summarizes the Company’s cash equivalents and available-for-sale short-term investments by significant investment category as of April 30, 2026 (in thousands):

(1) Included in “cash and cash equivalents” in the condensed consolidated balance sheet as of April 30, 2026, in addition to cash of $60.1 million.

The following table summarizes equity securities classified as short-term investments held by JiHu, the company’s consolidated joint venture (in thousands):

JiHu does not have significant influence or control over these investees. These equity securities have readily determinable fair values, are classified as Level 2 financial instruments, and are measured at fair value, with changes in fair value recorded in other income (expense), net in the condensed consolidated statements of operations. All equity securities have been classified as current, based on management’s ability to use the funds in current operations. Refer to Note 10. Joint Venture for further information on JiHu.

The following table summarizes the Company’s cash equivalents and available-for-sale short-term investments by significant investment category as of January 31, 2026 (in thousands):

(1) Included in “cash and cash equivalents” in the condensed consolidated balance sheet as of January 31, 2026, in addition to cash of $76.8 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 fair value of the Company’s equity securities held by JiHu is determined based on net asset value ("NAV"). As of April 30, 2026 and January 31, 2026, 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 thethree months ended April 30, 2026 and 2025, the Company recorded$11.9 million and $10.9 million of interest income on cash and cash equivalents and short-term investments, respectively, which includes $0.3 million and $3.0 million of net amortization of premiums or discounts on short-term investments during thethree months ended April 30, 2026 and 2025, respectively.

The following table summarizes unrealized losses on the Company’s cash equivalents and available-for-sale 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 available-for-sale 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.

5. Supplemental Financial Statement Information

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.

During thethree months ended April 30, 2026, the milestone attached to the second payment tranche was achieved and $1.1 million was paid out to thetwo co-founders. The Company recorded founder holdback compensation expense of $0.3 million and $0.1 million for the three months ended April 30, 2026 and 2025, respectively, in general and administrative expenses in the condensed 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):

Amortization expense was $2.0 million for each of thethree months ended April 30, 2026 and 2025, respectively.

As of April 30, 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 $2.4 million and $2.3 million for thethree months ended April 30, 2026 and 2025, respectively.

9. Equity

Equity Incentive Plans

In September 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor of the Company’s 2015 Equity Incentive Plan (together the “Plans”). Effective February 1, 2026, the number of shares available under the 2021 Plan was automatically increased by 8,503,382 shares pursuant to the terms of the 2021 Plan.

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.

Share Repurchase Program

In March 2026, the Company's Board of Directors authorized the repurchase of up to $400.0 million of the Company's Class A common stock (the "2026 Repurchase Program"). The 2026 Repurchase Program may be modified, suspended, or terminated at any time and does not require the Company to repurchase any specific number or dollar amount of shares. Repurchases may be made from time to time in the open market, through privately negotiated transactions, through Rule 10b5-1 trading plans, or by other means, subject to market conditions, applicable legal requirements, and the Company's capital allocation priorities.

During the three months ended April 30, 2026, the Company repurchased 2,378,892 shares of its Class A common stock for an aggregate consideration of $50.0 million (including commissions) at an average price of $21.04 per share. Repurchased shares were retired immediately upon settlement. As of April 30, 2026, $350.0 million remained available for repurchase under the 2026 Repurchase Program.

Stock Options, RSUs and PSUs

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

During the three months ended April 30, 2026 and 2025, the Company recorded $3.7 million and $4.9 million stock-based compensation expense related to options, respectively.

As of April 30, 2026, total unrecognized stock-based compensation cost related to stock options of $0.7 million is expected to be recognized over a weighted-average period of 0.1 years.

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 thethree months ended April 30, 2026 and 2025, the Company recorded $41.4 million and $45.1 million stock-based compensation expense related to RSUs, respectively.

As of April 30, 2026, total unrecognized stock-based compensation cost related to RSUs of $380.7 million is expected to be recognized over a weighted-average period of 2.9 years.

PSUs

During thethree months ended April 30, 2026, the Company granted 1.6 million PSUs with a weighted-average grant date fair value of $21.92 per share to certain members of its executive leadership team subject to the achievement of specified performance targets and continuous service through the applicable vesting dates. The performance condition has to be achieved in fiscal year 2027 and the service condition must be met on each vest date.

During thethree months ended April 30, 2026, the Company granted 0.8 million PSUs to certain members of its executive leadership team subject to the achievement of a specified market condition based on the Company's relative total shareholder return ("TSR") and continuous service through the applicable vesting dates. The Company estimated the aggregate grant date fair value of $25.52 per share on the grant date using the Monte Carlo simulation model with the following assumptions: (i) expected volatility of 57.16% and (ii) risk-free interest rate of 3.85%. Provided that the requisite service is rendered, the total fair value of the awards at the date of grant will be recognized as compensation expense on a straight-line basis over the requisite service period, even if the market condition is not achieved.

During thethree months ended April 30, 2026 and 2025, the Company recorded total stock-based compensation expense of$0.4 million and$3.5 million, respectively.

As of April 30, 2026, total unrecognized stock-based compensation expense related to PSUs was $35.9 million, which is expected to be recognized over a weighted-average period of 1.4 years.

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. Effective February 1, 2026, the number of shares available under the ESPP was automatically increased by 1,700,677 shares pursuant to the terms of the ESPP.

The Company recorded $3.5 million and $2.5 million of stock-based compensation expense related to the ESPP during the three months ended April 30, 2026 and 2025, respectively. As of April 30, 2026, approximately $13.2 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.6 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 10. Joint Venture” for further discussion.

The corporate income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation expense waszero for each of the three months ended April 30, 2026 and 2025, 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 2026 and 2025, the Company’s board of directors approved annual donations of 163,556 and 163,555 shares of Class A common stock to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation, respectively. 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 three months ended April 30, 2026 and 2025, the Company donated 40,889 shares of Class A common stock at fair value to the Foundation in each period presented. The fair value of the common stock was determined based on the quoted market price on the grant date. The donation expense of $0.8 million and $1.7 million was recorded in general and administrative expense in the condensed consolidated statements of operations for thethree months ended April 30, 2026 and 2025, respectively.

10. Joint Venture

The Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. As of April 30, 2026 and 2025, the Company retained control over JiHu with its equity stake at approximately 54% for each period presented.

JiHu maintains employee stock option plans for its employees (the "JiHu ESOPs"). Compensation costs related to these awards are recognized on a graded attribution method, as the grants include a performance condition.

During thethree months ended April 30, 2026 and 2025, the Company recorded $0.9 million stock-based compensation expense and net gain of $0.2 million, respectively.

As of April 30, 2026, approximately $2.0 million of total unrecognized compensation cost was related to the JiHu ESOPs that is expected to be recognized over a weighted-average period of 2.1 years.

Selected Financial Information

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

11. Income Taxes

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 this fiscal year. The immediate expensing of U.S. R&D expenditures had a favorable impact on the Company’s domestic tax liability. The Company will continue to evaluate the impact of the OBBBA on the Company’s condensed consolidated financial statements.

For the three months ended April 30, 2026 and 2025, the Company recorded income tax expense of $2.0 million and $2.5 million on pretax loss of $3.5 million and $33.7 million, respectively. The income tax expense for the three months ended April 30, 2026 and 2025 was primarily related to the Company’s foreign operations.

The Company's provision for income taxes is based on its worldwide estimated annualized effective tax rate, except for jurisdictions for which a loss is expected for the year and no benefit can be realized for those losses, jurisdictions for which forecasted pre-tax income or loss cannot be estimated, and the tax effect of discrete items occurring during the period. The tax for jurisdictions that are excluded from the worldwide estimated annual effective tax rate is calculated separately.

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 net operating losses (“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.

As of April 30, 2026, unrecognized tax benefits were $31.5 million, of which $10.8 million would affect the effective tax rate if recognized. As of January 31, 2026, the unrecognized tax benefits were $31.3 million, of which $10.6 million would affect the effective tax rate if recognized. The Company is unable to reasonably estimate the timing of the remaining long-term payments or the amount by which the liability will increase or decrease.

It is the Company's policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties were $7.3 million as of April 30, 2026 and $7.2 million as of January 31, 2026, respectively.

As of April 30, 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 net operating losses 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 2024, 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.

12. 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):

13. Commitments and Contingencies

Contractual Obligations and Commitments

The Company’s purchase obligations represent third-party non-cancelable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements. There were no material changes to the Company's non-cancelable purchase obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, other than a new $10.0 million, one-year agreement with a third-party cloud services provider entered into duringthe three months ended April 30, 2026.

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 April 30, 2026 and January 31, 2026, the estimated liability relating to these matters was

$0.9 million, recorded in other non-current liabilities on the condensed 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 thecondensed 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.

Legal Proceedings

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.

14. Subsequent Events

On June 1, 2026, the board of directors of the Company approved a restructuring plan (the “Plan”). The Company anticipates approximately 14% of its global workforce as of January 31, 2026 may be impacted by the Plan. The Plan is intended to help position the Company for long-term success by realigning its operating structure to optimize execution against its strategic priorities. The Company also expects to exit 22 countries to reduce its team member geographic footprint by approximately 37%. As a result of the Plan, the Company expects to incur approximately $30 million to $35 million in pre-tax restructuring charges, consisting primarily of one-time severance, employee termination benefit costs, and retention costs associated with the execution of the Plan, of which approximately $19 million is expected to be incurred in the second quarter of fiscal year 2027, with the majority of the remainder expected to be recognized over the following three quarters. The Company expects the Plan to be substantially complete by the end of fiscal 2027. Additional costs associated with the Plan may be identified and will be disclosed when reasonably estimable. The charges that the Company expects to incur are subject to a number of assumptions, including legal requirements in various jurisdictions.

On May 14, 2026, the Company’s Executive Chair Sytse Sijbrandij converted 15,134,451 shares of Class B common stock into 15,134,451 shares of Class A common stock. Each share of Class B common stock carries 10 votes per share and is convertible intoone share of Class A common stock, which carriesone vote per share. Following the conversion, Mr. Sijbrandij remains the Company's largest individual Class A shareholder.