What changed in this filing

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Item 9A. Controls and Procedures

2024-03-26 compared with 2023-03-30 · 69 added, 27 removed, 125 unchanged (43% of the section changed)

2 unchanged sentences

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (”CFO”) (“certifying officers”) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of January 31, 2024 .

Our certifying officers concluded that, as a result of the material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of January 31, 2023 .

Our certifying officers concluded that, as a result of the material weakness in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of January 31, 2024 .

Management’s Report on Internal Control Over Financial Reporting

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The Company’s management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of the Company’s internal control over financial reporting as of January 31, 2024 using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of January 31, 2023 due to the material weaknesses in internal control over financial reporting, described below.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of January 31, 2024 due to the material weakness in internal control over financial reporting, described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of January 31, 2023 , management determined that material weaknesses exist due to a lack of policies and procedures related to the operation of control activities and inadequate communication of information to control owners and operators related to the objectives and responsibilities for internal control in a manner which supports the internal control environment at the Company.

As a result, the following material weaknesses exist:

• We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements.

As of January 31, 2024 , management determined that a material weakness exists due to a lack of policies and procedures related to the operation of control activities and inadequate communication of information to control owners and operators related to the objectives and responsibilities for internal control in a manner which supports the internal control environment at the Company.

As a result, the following material weakness exists:

• We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems used in the financial reporting processes related to revenue.

In particular, we did not design and maintain effective (i) program change management controls to ensure that IT programs, data changes and migrations affecting financial IT applications and underlying records are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties, restricted user and privileged access to our financial applications, data and programs to the appropriate personnel.

The ineffective design and operation of IT general controls resulted in the ineffective operation of automated controls and manual controls using reports and information from the impacted information systems used in financial reporting processes,

• We did not retain sufficient contemporaneous documentation to demonstrate the operation of controls over manual journal entries,

• We did not retain sufficient contemporaneous documentation to demonstrate the operation of review controls over stock-based compensation at a sufficient level of precision and such controls relied on reports and information adversely impacted by the IT general control deficiencies, and

• As previously reported, we did not design and maintain effective and timely review procedures over the accounting for and disclosure of non-routine transactions.

This material weakness has not been remediated, as the new controls designed rely on reports and information adversely impacted by the IT general control deficiencies.

The aforementioned material weaknesses did not result in a material misstatement to our annual or interim financial statements, however, the deficiencies, when aggregated, could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of January 31, 2023 .

The aforementioned material weakness did not result in a material misstatement to our annual or interim financial statements, however the deficiency could result in misstatements potentially impacting the financial reporting processes related to revenue and related disclosures that would not be prevented or detected.

Therefore, we concluded that the deficiency represents a material weakness in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of January 31, 2024 .

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report appears in Item 8 of this Annual Report on Form 10-K.

Remediation Plan for Material Weaknesses

During the year ended January 31, 2023, we commenced implementing of the following steps intended to remediate our material weaknesses:

• Strengthening IT governance and designing IT general controls including program change management, restricting user access to our internal systems used for financial reporting and enhancing the retention of contemporaneous documentation of reviews over IT general controls,

Remediation Plan for Un-Remediated Material Weakness

During the year ended January 31, 2024, we commenced implementing the following steps intended to remediate our material weakness:

• Strengthening IT governance and designing IT general controls related to certain revenue systems, including program change management, restricting user access to our internal systems used for financial reporting and enhancing the retention of contemporaneous documentation of reviews over IT general controls, and

• Developing and deploying training programs regarding the operation and importance of internal controls.

We believe the actions described above, once fully implemented and tested, will be sufficient to remediate the identified material weakness and strengthen our internal controls.

However, our efforts to remediate this material weakness may not be effective or prevent any future material weakness or significant deficiency in our internal control over financial reporting.

This material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation of Previously Disclosed Material Weaknesses

As previously disclosed, in connection with the audit of our consolidated financial statements as of and for the fiscal year ended January 31, 2023, we identified the following material weaknesses in our internal control over financial reporting:

• We did not retain sufficient contemporaneous documentation to demonstrate the operation of controls over manual journal entries,

• We did not design and maintain effective and timely review procedures over the accounting for and disclosure of non-routine transactions.

During the fiscal year ended January 31, 2024, management, under the oversight of the board of directors, implemented measures designed to remediate the January 31, 2023 material weaknesses described above.

The remediation actions included:

• Enhancing the review of manual journal entries, including outlining policies and procedures to strengthen retention of contemporaneous documentation and supervisory reviews by management,

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• Developing and deploying training programs regarding the operation and importance of internal controls.

We believe the actions described above, once fully implemented and tested, will be sufficient to remediate the identified material weaknesses and strengthen our internal controls.

However, our efforts to remediate these material weaknesses may not be effective or prevent any future material weakness or significant deficiency in our internal control over financial reporting.

These material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We have tested and evaluated the implementation of these new and revised processes and internal controls to ascertain whether they are designed and operating effectively to provide reasonable

assurance that they will prevent or detect a material error in our consolidated financial statements and have concluded that these material weaknesses have been remediated as of January 31, 2024.

Additionally, during the fiscal year ended January 31, 2023 , we identified and disclosed the following material weakness in our internal control over financial reporting:

During the fiscal year ended January 31, 2024 , management, under the oversight of the board of directors, implemented additional measures designed to remediate the January 31, 2023 material weakness described above, including strengthening IT governance and designing IT general controls generally, and enhancing the retention of contemporaneous documentation of reviews over IT general controls.

Through the implementation of these additional IT controls, the pervasive IT general controls weakness described above has been narrowed to the general controls for information systems used in the financial reporting processes related to revenue.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the material weaknesses and remediation efforts described above, there were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that

misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.

OTHER INFORMATION

Rule 10b5-1 Trading Plans

Sytse Sijbrandij 10b5-1 Plan

On December 26, 2023 , Sytse Sijbrandij , Co-Founder, Chair of the board of directors, and Chief Executive Officer , entered into, through Mr.

Sibrandij’s revocable trust, a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sijbrandij Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock (resulting from the conversion of the Company’s Class B common stock).

The Sijbrandij Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s

securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Sijbrandij Rule 10b5-1 Plan provides for the potential sale of approximately 1,008,000 shares, which reflects the aggregate number of shares of the Company’s Class A common stock resulting from the conversion of the Company’s Class B common stock, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Sijbrandij Rule 10b5-1 Plan, between April 15, 2024 and March 19, 2025.

The Sijbrandij Rule 10b5-1 Plan includes a representation from Mr.

Sijbrandij to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Sijbrandij Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Sijbrandij Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the Sijbrandij Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which Mr.

Sijbrandij was unaware, or with respect to any material nonpublic information acquired by Mr.

Sijbrandij or the Company after the date of the representation.

Brian Robins 10b5-1 Plan

On December 27, 2023 , Brian Robins , the Company’s Chief Financial Officer , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Robins Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options.

The Robins Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The aggregate number of shares of Class A common stock that will be available for sale under the Robins Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the exercise and settlement of option awards.

As such, for purposes of this disclosure, the aggregate number of shares of the Company’s Class A common stock available for sale is approximately 240,000 shares, which reflects shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Robins Rule 10b5-1 Plan between March 27, 2024 and February 28, 2025.

The Robins Rule 10b5-1 Plan includes a representation from Mr.

Robins to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Robins Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Robins Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the Robins Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which Mr.

Robins was unaware, or with respect to any material nonpublic information acquired by Mr.

Robins or the Company after the date of the representation.

Once executed, transactions under each of the Sijbrandij Rule 10b5-1 Plan and the Robins Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations.

Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr.

Sijbrandij, Mr.

Robins or other officers or directors of the Company.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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2021 Equity Incentive Plan and related form agreements

S-1/A 333.259602 10.3 10/4/2021

10.4† GitLab Inc.

6 unchanged sentences

10-Q 001-40895 10.6 9/7/2022

10.7† Service Continuation Agreement between the Registrant and Eric Johnson

10.7† Service Continuation Agreement between the Registrant and Michael McBride

10-Q 001-40895 10.7 9/6/2023

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 GitLab Inc.

Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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March 25, 2024

/s/ Dale Brown

Principal Accounting Officer

/s/ Erin Mannix

Chief Accounting Officer

POWER OF ATTORNEY

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Brian Robins (principal financial officer)

/s/ Dale Brown Principal Accounting Officer March 30, 2023

Dale Brown (principal accounting officer)

/s/ Erin Mannix Chief Accounting Officer March 25, 2024

Erin Mannix (chief accounting officer)

/s/ Sundeep Bedi Director March 25, 2024

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures