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Item 8. Financial Statements and Supplementary Data

2025-03-21 compared with 2024-03-26 · 401 added, 419 removed, 874 unchanged (48% of the section changed)

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equit y (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of GitLab Inc.

and subsidiaries (the Company) as of January 31, 2024 and January 31, 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2024, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and January 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2024, in conformity with U.S.

and subsidiaries (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2025, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 25, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 21, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of standalone selling prices (SSPs) for self-managed subscription and self-managed license performance obligations

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The following are the primary procedures we performed to address this critical audit matter.

• We tested certain controls over the Company’s revenue process, including controls over the development of SSPs and the relevance and reliability of the underlying data.

• We evaluated the overall methodology used to determine the estimate of SSPs based on the expected cost plus margin approach.

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• We tested the mathematical accuracy of management’s calculations of estimated selling prices.

Evaluation of Unrecognized Tax Positions

As discussed in Note 13 to the consolidated financial statements, the Company is involved in bilateral advance pricing agreement (BAPA) negotiations between the United States Internal Revenue Service (IRS) and the Dutch Tax Authority (DTA) relating to the Company’s transfer pricing arrangements between the United States and the Netherlands.

The proposed agreements between the Company, the IRS, and the DTA related to these transfer pricing arrangements have not been finalized.

As of January 31, 2024, the Company recorded net tax expense of $254.9 million, which represented the unrecognized tax benefit related to the BAPA and the Company’s best estimate of the tax expense associated with the proposed agreements and their related effects.

We identified the evaluation of the Company’s unrecognized tax benefit related to the BAPA as a critical audit matter.

Complex auditor judgment and specialized skills and knowledge were required to evaluate the Company’s interpretation of the applicable tax laws and regulations and its analysis of the recognition and measurement of its tax position related to transfer pricing.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s unrecognized tax benefits process, including controls related to 1) interpreting tax law, 2) evaluating which tax positions are more likely than not to be sustained when the BAPA negotiations are finalized, and 3) the measurement of the potential benefit to be realized.

We involved tax professionals with specialized skill and knowledge, who assisted in evaluating:

• the Company’s communication with the relevant tax authorities to gain an understanding of the relevant facts

• the Company’s interpretation of applicable tax laws and judgments about the administrative practices of the relevant tax authorities, and the potential impact on the unrecognized tax benefit related to the BAPA

• the measurement of the potential benefit to be realized and related interest and penalties.

We have served as the Company’s auditor since 2019.

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and subsidiaries' (the Company) internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and January 31, 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2024, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated March 25, 2024 expressed an unqualified opinion on those consolidated financial statements.

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness was identified and included in management's assessment related to the ineffective design and maintenance of effective controls over certain information technology ("IT") general controls for information systems related to the revenue process.

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 the financial reporting processes related to revenue.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2025 and January 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2025, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated March 21, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Operating lease right-of-use assets 381 405

Equity method investment, net of impairment of $ 8,858 and $ 0 as of January 31, 2024 and January 31, 2023, respectively

Goodwill 16,139 8,145

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,399,263 $ 1,321,403

(1) As of January 31, 2024 and January 31, 2023, the consolidated balance sheet includes assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $ 47.6 million and $ 62.8 million, respectively, and liabilities of $ 6.1 million and $ 8.9 million , respectively.

The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the genera l credit of the Company.

(1) As of January 31, 2025 and January 31, 2024, the consolidated balance sheet includes assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu ”), of $ 46.5 million an d $ 51.2 million , respectively, and liabilities of $ 10.3 million and $ 10.1 million respectively.

The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company.

Refer to “Note 11.

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Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted:

Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted 154,283 148,407 79,755

$ ( 0.04 ) $ ( 2.76 ) $ ( 1.17 )

Weighted-average shares used to compute net income (loss) per share attributable to GitLab Class A and Class B common stockholders, basic and diluted:

160,580 154,283 148,407

The accompanying notes are an integral part of these consolidated financial statements.

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The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

(in thousands)

Convertible Preferred Stock Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Noncontrolling Interests Total Stockholders’ Equity (Deficit)

Shares Amount Shares Amount Shares Amount

Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Equity

Shares Amount Shares Amount

Balance at January 31, 2022 27,141 $ — 119,747 $ — $ 1,320,479 $ ( 562,204 ) $ 7,839 $ 24,264 $ 790,378

Conversion of convertible preferred stock to Class B common stock upon initial public offering ( 79,551 ) ( 424,904 ) — — 79,551 — 424,904 — — — 424,904

Conversion of Class B common stock to Class A common stock by the selling stockholder (CEO) upon initial public offering — — 2,500 — ( 2,500 ) — — — — — —

Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs — — 8,940 — — — 649,845 — — — 649,845

Conversion of Class B common stock to Class A common stock 66,162 — ( 66,162 ) — — — — — —

Issuance of common stock in connection with business combination, net — — — — 26 — 959 — — — 959

Contingent stock consideration in connection with business combination — — — — — — 1,754 — — — 1,754

Repurchase of common stock — — — — ( 13 ) — ( 590 ) — — — ( 590 )

Issuance of common stock related to vested exercised stock options — — 2,940 — 24,846 — — — 24,846

Issuance of common stock related to early exercised stock options, net of repurchases — — — — 574 — — — — — —

Issuance of common stock under employee stock purchase plan 437 — — — 14,378 — — — 14,378

Repurchases, net of early exercised stock options — — ( 36 ) — — — — — —

Issuance of common stock related to RSUs vested 915 — — — — — — — —

Vesting of early exercised stock options — — — 4,706 — — — 4,706

Warrant exercised — — — — 73 — 86 — — — 86

Stock-based compensation expense — — — — 114,811 — — 7,756 122,567

Capital contributions from noncontrolling interest holders — — — — — — — — — 26,450 26,450

Foreign currency translation adjustments — — — — — — — — 27,639 375 28,014

Change in noncontrolling interest ownership — — — — 18,153 — — 43,573 61,726

Deconsolidation of Arch, formerly Meltano — — — — — — — ( 11,342 ) ( 11,342 )

Other comprehensive loss — — — — — — ( 8,666 ) ( 2,300 ) ( 10,966 )

Net loss — — — — — ( 173,407 ) — ( 8,385 ) ( 181,792 )

Balance at January 31, 2022 — $ — 27,141 $ — 119,747 $ — $ 1,320,479 $ ( 553,337 ) $ 7,724 $ 24,403 $ 799,269

Balances at January 31, 2023 94,655 $ — 56,489 $ — $ 1,497,373 $ ( 735,611 ) $ ( 827 ) $ 53,566 $ 814,501

Conversion of Class B common stock to Class A common stock 16,995 — ( 16,995 ) — — — — — —

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Repurchases, net of early exercised stock options — — ( 13 ) — — — — — —

Issuance of common stock related to RSUs vested, net of tax withholdings — — 915 — — — — — — — —

Issuance of common stock related to RSUs vested 2,372 — — — — — — — —

Charitable donation of common stock 231 — — — 10,700 — — — 10,700

Vesting of early exercised stock options — — — — 1,234 — — — 1,234

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Change in noncontrolling interest ownership — — — — ( 542 ) — — 542 —

Deconsolidation of Arch, formerly Meltano — — — — — — — — — ( 11,342 ) ( 11,342 )

Other comprehensive loss — — — — — — — — ( 8,429 ) ( 2,300 ) ( 10,729 )

Other comprehensive income (loss) — — — — — — 3,225 ( 2,162 ) 1,063

Net loss — — — — — ( 425,677 ) — ( 3,859 ) ( 429,536 )

Balances at January 31, 2024

114,670 $ — 42,887 $ — $ 1,718,661 $ ( 1,161,288 ) $ 2,398 $ 46,621 $ 606,392

Conversion of Class B common stock to Class A common stock 25,933 — ( 25,933 ) — — — — — —

Issuance of common stock in connection with business combination, net — — 27 — — — — — —

Issuance of common stock related to vested exercised stock options — — 2,488 — 23,973 — — — 23,973

Issuance of common stock under employee stock purchase plan 420 — — — 13,556 — — — 13,556

Repurchases, net of early exercised stock options — — — — ( 13 ) — — — — — —

Issuance of common stock related to RSUs vested, net of tax withholdings — — 2,372 — — — — — — — —

Issuance of common stock related to RSUs vested 3,200 — — — — — — — —

Charitable donation of common stock 221 — — — 11,827 — — — 11,827

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Change in noncontrolling interest ownership — — — — ( 413 ) — — 413 —

Other comprehensive income (loss) — — — — — — — — 3,040 ( 2,162 ) 878

Other comprehensive loss — — — — — — ( 10,906 ) ( 657 ) ( 11,563 )

Net loss — — — — — ( 6,326 ) — ( 2,793 ) ( 9,119 )

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Stock-based compensation expense 185,899 163,049 122,567

Gain from the fair value change of acquisition related contingent consideration — ( 1,722 ) —

Change in fair value of acquisition related contingent consideration 3,750 — ( 1,722 )

Charitable donation of common stock 11,827 10,700 —

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Deconsolidation of Arch, formerly Meltano — — ( 9,620 )

Payments for business combination, net of cash acquired ( 20,210 ) — —

Payments for asset acquisition ( 7,660 ) — —

Escrow payment related to business combination, after acquisition date — ( 2,500 ) —

Payments for business combination, net of cash acquired and consideration withheld in an escrow — — ( 323 )

Other investing activities 457 ( 450 ) —

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from initial public offering, net of underwriting discounts — — 654,552

Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases 23,964 32,302 24,515

Issuance of common stock under employee stock purchase plan 13,556 12,933 14,378

Proceeds from warrants exercised — — 86

Repurchase of common stock in a tender offer — — ( 590 )

Contributions received from noncontrolling interests, net of issuance costs — — 61,726

Partial settlement of acquisition related contingent cash consideration — ( 3,137 ) —

Payments of deferred offering costs — — ( 4,667 )

Settlement of acquisition related contingent cash consideration ( 4,900 ) — ( 3,137 )

Net cash provided by financing activities 32,620 45,235 97,482

Impact of foreign exchange on cash and cash equivalents 1,498 ( 3,943 ) ( 3,658 )

Net increase (decrease) in cash and cash equivalents ( 9,906 ) ( 589,270 ) 604,322

Cash, cash equivalents, and restricted cash at beginning of period 297,902 887,172 282,850

Cash, cash equivalents, and restricted cash at end of period $ 287,996 $ 297,902 $ 887,172

Net decrease in cash and cash equivalents ( 60,347 ) ( 9,906 ) ( 589,270 )

Cash and cash equivalents at beginning of period 287,996 297,902 887,172

Cash and cash equivalents at end of period $ 227,649 $ 287,996 $ 297,902

Supplemental disclosure of cash flow information:

Cash paid for income taxes $ 6,903 $ 838 $ 1,310

Cash donations $ — $ — $ 1,000

Cash paid for income taxes related to the bilateral advance pricing agreement $ 187,735 $ — $ —

Other cash paid for income taxes $ 3,095 $ 6,903 $ 838

Supplemental disclosure of non-cash investing and financing activities:

Acquisition measurement period adjustment $ 310 $ — $ —

Vesting of early exercised stock options $ 341 $ 1,234 $ 4,706

Issuance of common stock upon conversion of preferred stock $ — $ — $ 424,904

Unpaid property and equipment in accrued expenses $ — $ — $ 273

Unpaid deferred offering costs $ — $ — $ 40

Unpaid property and equipment in accounts payable $ 247 $ — $ —

Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above:

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Restricted cash, included in prepaid expenses and other current assets — — 2,500

Restricted cash, included in other non-current assets — — 2,500

Total cash, cash equivalents and restricted cash $ 227,649 $ 287,996 $ 297,902

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The Company's fiscal year ends on January 31.

For example, references to fiscal 2024 and 2023 refer to the fiscal year ended January 31, 2024 and 2023, respectively.

For example, references to fiscal year 2025 and 2024 refer to the fiscal year ended January 31, 2025 and 2024, respectively.

Use of Estimates

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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, stock-based compensa tion expense, fair value of contingent consideration, fair valuation of retained interest in an investee on loss of control, valuation allowance for deferred income taxes, reserves for unrecognized income tax benefits, valuation of acquired intangibles assets and impairment of goodwill and equity method investments.

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, fair value of contingent consideration, taxation of intangible property in company formation, merger, or acquisition transactions, valuation allowance for deferred income taxes, reserves for unrecognized income tax benefits, valuation of acquired intangibles assets and impairment of goodwill.

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.

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Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.

For subsidiaries where the U.S.

dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S.

dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are re-measured into U.S.

dollars at historical exchange rates.

Gains or losses from foreign currency remeasurement and settlements are included in foreign exchange gains (losses), net which is presented within other income (e xpense), net on the consolidated statements of operations.

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, 2025 , 2024 and 2023 , the Company recognized foreign exchange gains (losses), net of $ 9.4 million, $( 2.9 ) million and $ 5.1 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 (deficit) into U.S.

The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit) in the consolidated balance sheets.

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 the years ended January 31, 2025 , 2024 and 2023 , the Company recognized foreign translation adjustments of $( 11.9 ) million, $( 3.9 ) million and $( 6.1 ) million, respectively.

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Refer to “Note 6.

Business Combination .”

Acquisitions.”

Short-Term Investments - Marketable Securities

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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, restricted cash, 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 January 31, 2024, two of these channel partners represented 12 % and 13 % of the accounts receivable balance, respectively, while as of January 31, 2023, one of these channel partners represented 12 % of the accounts receivable balance.

As of January 31, 2025, two of these channel partners represented 11 % and 12 % of the accounts receivable balance, respecti vely, while as of January 31, 2024, two of these channel partners represented 12 % and 13 % of the accounts receivable balance.

There were no individual customers whose balance represented more than 10% of accounts receivable as of January 31, 2025 and 2024.

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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 at fair value acquisition related contingent considerations further discussed in “Note 7.

Business Combination.”

The Company measures assets and liabilities at fair value 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.

The Company also recorded acquisition related contingent considerations at fair value, 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.

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:

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We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606.

We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance.

services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance.

We apply judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers.

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Further, contract modifications generally qualify as a separate contract.

The typical term of a subscription contract for self-managed or SaaS offering is one to three years .

The typical term of a subscription contract for a self-managed or SaaS offering is one to three years .

Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts.

Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.

Customers have the right to terminate their contracts generally only if we breach the contrac t and we fail to remedy the breach in accordance with the contractual terms.

2) Identify the performance obligations in the contract .

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Services-related performance obligations relate to the provision of consulting and training services.

These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.

These services are distinct from subscriptions and do not result in significant customization of the software.

Some of our customers have the option to purchase additional licenses or renew at a stated price.

These options are evaluated on a case-by-case basis but generally do not provide a material right as they

are either at the same price as the existing licenses or are within our range of standalone selling price (“SSP”) and, as such, would not result in a separate performance obligation.

These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price (“SSP”) and, as such, would not result in a separate performance obligation.

Where material rights are identified in our contracts, they are treated as separate performance obligations.

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We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.

If the consideration to which we expect to be entitled includes variable consideration, the amount of variable consideration included in the transaction price is estimated.

In the event that some portion of the estimated variable consideration is uncertain, such estimates are constrained.

Variable consideration is therefore included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved.

Our contracts are non-refundable and non-cancellable.

We do not offer refunds, rebates, or credits to our customers in the normal course of business.

The impact of variable considerations has not been material.

For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component.

For contracts with a one year term, we applied a practical expedient available under ASC 606 and therefore do not make an evaluation for the existence of a significant financing component.

In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less.

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If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative SSP for each performance obligation.

For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative SSP

for each performance obligation.

We use judgment in determining the SSP for our products and services.

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Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer.

We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive

in exchange for those products and services.

We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services.

All revenue is generated from contracts with customers.

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Premium and Ultimate.

Subscriptions for self-managed licenses include both (i) a right to use the underlying software (License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed).

Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when-and-if-available basis) and support services.

The Company has concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations.

Since neither of these performance obligations are sold on a standalone basis, the Company estimates the SSP for each performance obligation using a model based on the “expected cost-plus margin” approach and updates the model on an annual basis or when facts and circumstances change.

This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.

Based on this model, the Company allocated between 1 to 23 %, with the majority being less than 14 %, of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.

The typical term of a subscription contract for self-managed offering is one to three years .

Since January 2021, Starter paid tier is no longer offered to new customers but remains available for a limited transitory period to our existing customers.

The typical term of a subscription contract for self-managed offerings is one to three years .

We also offer two tiers of paid SaaS subscriptions:

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The typical term of a subscription contract for SaaS offering is one to three years .

Since January 2021, Starter paid tier is no longer offered to new customers but remains available for a limited transitory period to our existing customers.

License - self-managed and other

The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features.

The Company allocates between 1 to 23 %, with the majority being less than 14 %, of the entire transaction value to License revenue, which is recognized upfront when the software license is made available to our customers.

Other revenue consists of professional services revenue which is derived from fixed fee and time and materials offerings, subject to customer acceptance for fixed fee offerings.

Uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer,

as defined in each professional services contract.

Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract.

Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.

Other revenue consists of professional services revenue which is derived from fixed fee and time and materials offerings, subject to customer acceptance for certain fixed fee offerings.

Uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract.

Accordingly, revenue is recognized upon

satisfaction of all requirements per the applicable contract.

Revenue from professional services provided on a time and material basis is recognized over the period services are delivered.

The Company presents financial information about disaggregation of revenue in “Note 3.

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Customers are generally billed in advance, including some multi-year contracts, but the majority of customers in multi-year contracts specifically request to pay annually in advance.

Payment terms on invoiced amounts are typically 30 to 60 days.

In limited cases, the Company has offered deferred payment terms of a maximum of one year in contracts with a one year contractual term.

For multi-year license subscriptions, we generally invoice customers annually at the beginning of each annual coverage period and the license revenue for the full multi-year term is recognized upfront on delivery from deferred revenue.

Where the value of revenue recognized exceeds the value of amounts invoiced for a contract at the end of a reporting period, the excess is reclassified from deferred revenue to contract assets until invoiced.

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During the years ended January 31, 2025 , 2024 and 2023 , $ 331.8 million, $ 217.0 million and $ 145.9 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented.

The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers.

Remaining Performance Obligations

As of January 31, 2024 and 2023, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $ 673.8 million and $ 435.9 million, respectively.

As of January 31, 2024, the Company expects to recognize approximately 64 % of the transaction price as product or services revenue over the next 12 months and 87 % over the next 24 months.

As of January 31, 2025, the aggregate transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was appr oximately $ 945.0 million.

Of this amount, the Company expects to recognize approximately 61 % over the next 12 months and 87 % over the next 24 months.

Deferred Contract Acquisition Costs

Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized.

These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets.

The Company determines whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract.

The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.

Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical analysis of average customer life and useful life of our product offerings.

Sales commissions and bonuses that are recoverable and incremental costs of obtaining contracts with customers are capitalized.

Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be 3 years based on historical analysis of average customer life and useful life of our product offerings.

Commissions paid for subsequent renewals are amortized over the renewal term.

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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;

and allocated overhead.

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.

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The Company is subject to income taxes in the United States and several foreign jurisdictions.

The Company records a provision for income taxes for the anticipated tax consequences of the reported

results of operations using the asset and liability method.

The Company records a provision for 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.

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Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected 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 were more likely than not to be realized in the future.

Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that

were 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.

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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.

For this calculation, convertible preferred stock, warrants and stock options are considered potentially dilutive instruments.

While the convertible preferred stock had participating rights for dividends, it did not participate in losses and hence did not qualify as a participating security in the periods in which the Company generated a loss.

Stock-Based Compensation

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In May 2021, the Company granted 3 million shares of restricted stock units (“RSUs”) tied to our Class B common stock to Mr.

Sijbrandij, our founder and CEO.

Sijbrandij, our Co-founder and former CEO.

The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $ 95 to $ 500 per share.

The fair value of the RSUs was determined utilizing a Monte Carlo valuation model.

The fair value of the RSUs was determined utilizing a

Monte Carlo valuation model.

We recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved.

The RSUs were forfeited during the year ended January 31, 2025.

Refer to “Note 9.

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For the new offering period starting December 2023, we transitioned to using an average blend of historical volatility of our peer group and volatility of our own stock price when determining the volatility input.

In June 2022, the Company granted 0.4 million performance stock units (“PSUs”) to senior members of its management team subject to a revenue performance condition and service conditions.

The number of PSUs that will ultimately vest will depend on the revenue achieved by the Company in fiscal 2025 relative to the defined target and these estimates are regularly reviewed by the Company.

The fair value of PSUs is measured at the market price of the Company’s Class A common stock on the date of grant and compensation costs related to awards expected to vest are recognized on a graded-vesting method over the requisite service period.

The estimate of awards expected to vest is reassessed by management at each reporting period.

In fiscal 2023, the board of directors of JiHu approved an employee stock option plan (“JiHu ESOP”) for its employees.

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.

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 award (or, in the case of option awards granted pursuant to the JiHu ESOP, upon vesting and subsequent exercise into shares of JiHu common stock).

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 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.

In June 2022, the Company granted 0.4 million performance stock units (“2022 PSUs”) to senior members of its management team and in December 2024, the Company granted 0.3 million performance stock units (“2024 PSUs”) to its new Chief Executive Officer (“CEO”).

The 2022 and 2024 PSUs are subject to the achievement of specified performance targets and continuous service through the applicable vesting dates.

The fair value of 2022 and 2024 PSUs is measured at the market price of the Company’s Class A common stock on the date of grant and compensation costs related to awards expected to vest are recognized on a graded-vesting method over the requisite service periods.

The estimate of awards expected to vest is reassessed by management at each reporting period.

Segment Reporting

Our primary business activity is to sell subscriptions on both self-managed and SaaS models.

Our chief operating decision maker, who is the Co-founder and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

Accordingly, we operate our business as one operating

segment and one reporting unit.

The Company derives revenue globally and manages its business activities on a consolidated basis.

The Company’s primary offering is GitLab, a complete DevSecOps platform delivered as a single application which is offered on both self-managed and SaaS models.

The Company operates its business as one 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 sheet as total assets.

The Company presents financial information about geographical mix of revenue in “ Note 3.

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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 in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years .

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

The liabilities for any contingent consideration are established at the time of the acquisition and will be evaluated at each reporting date.

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A right-of-use asset represents the Company’s right to use an underlying asset and a lease liability represents the Company’s obligation to make payments during the lease term.

The Company only has operating leases of office premises leased by JiHu.

The Company has operating leases for office premises leased by JiHu, as well as for an immaterial short-term sales office in India.

The Company accounts for lease components and non-lease components separately.

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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 no goodwill impairment in any of the periods presented.

Based on an analysis of qualitative and quantitative factors, including our market capitalization, we determined there to be no impairment of goodwill in any of the periods presented.

Equity Method Investment

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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 an erstwhile subsidiary is based on fair value on the date of loss of control.

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 our consolidated statements of operations.

The carrying value of the Company’s equity method investments is reported in equity method investment in the consolidated balance sheets.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.

The Company determined there was an impairment during the year ended January 31, 2024.

Refer to “Note 11.

Joint Venture and Equity Method Investment” for more information.

Revision of Previously Issued Consolidated Financial Statements

During the quarter ended January 31, 2025, the Company identified errors related to the understatement of certain tax liabilities associated with the formation of our joint venture, JiHu in February 2021.

The Company concluded that the impact of the errors on previously issued consolidated financial statements as of and for the annual periods ended January 31, 2024 and January 31, 2023 were immaterial.

However, the Company has revised the prior-period consolidated financial statements to correct these errors.

The following tables summarize the revisions of previously-issued consolidated financial statements (in thousands):

Consolidated Balance Sheet

January 31, 2024

As Previously Reported Adjustment As Revised

CURRENT ASSETS:

Prepaid expenses and other current assets $ 45,601 $ 3,542 $ 49,143

Total current assets 1,280,917 3,542 1,284,459

TOTAL ASSETS $ 1,317,861 $ 3,542 $ 1,321,403

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accrued expenses and other current liabilities $ 286,178 $ 15,084 $ 301,262

Total current liabilities 662,073 15,084 677,157

TOTAL LIABILITIES 699,927 15,084 715,011

STOCKHOLDERS’ EQUITY:

Accumulated deficit ( 1,149,822 ) ( 11,466 ) ( 1,161,288 )

Accumulated other comprehensive income 2,335 63 2,398

Total GitLab stockholders’ equity 571,174 ( 11,403 ) 559,771

Noncontrolling interests 46,760 ( 139 ) 46,621

TOTAL STOCKHOLDERS’ EQUITY 617,934 ( 11,542 ) 606,392

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,317,861 $ 3,542 $ 1,321,403

Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss

Year Ended January 31, 2024

As Previously Reported Adjustment As Revised

Other expense, net $ ( 11,826 ) $ ( 415 ) $ ( 12,241 )

Loss before income taxes and loss from equity method investment

( 160,152 ) ( 415 ) ( 160,567 )

Provision for income taxes 264,057 1,088 265,145

Net loss $ ( 428,033 ) $ ( 1,503 ) $ ( 429,536 )

Net loss attributable to GitLab ( 424,174 ) ( 1,503 ) ( 425,677 )

Foreign currency translation adjustments $ ( 4,122 ) $ 185 $ ( 3,937 )

Comprehensive loss attributable to GitLab $ ( 421,134 ) $ ( 1,318 ) $ ( 422,452 )

Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ ( 2.75 ) $ ( 0.01 ) $ ( 2.76 )

Year Ended January 31, 2023

As Previously Reported Adjustment As Revised

Other income, net $ 21,585 $ 36 $ 21,621

Loss before income taxes and loss from equity method investment

( 175,330 ) 36 ( 175,294 )

Provision for income taxes 2,898 1,132 4,030

Net loss $ ( 180,696 ) $ ( 1,096 ) $ ( 181,792 )

Net loss attributable to GitLab ( 172,311 ) ( 1,096 ) ( 173,407 )

Foreign currency translation adjustments $ ( 5,874 ) $ ( 237 ) $ ( 6,111 )

Comprehensive loss attributable to GitLab $ ( 180,740 ) $ ( 1,333 ) $ ( 182,073 )

Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ ( 1.16 ) $ ( 0.01 ) $ ( 1.17 )

Impacted financial statement line items appearing in the Company’s consolidated statements of stockholders’ equity have also been revised accordingly.

Cash flows from operating, investing and financing activities for the above periods were not impacted by this immaterial correction of an error.

However, net loss was revised, as shown above, with an offset to the prepaid expenses and other current assets and accrued expenses and other current liabilities captions within operating activities on the consolidated statements of cash flows.

Accordingly, a revision table for the consolidated statement of cash flows is not included.

Recently Adopted Accounting Standards

There were no recently adopted accounting standards during the year ended January 31, 2024 that had a material impact on the Company’s consolidated financial statements.

I n November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (“Topic 280”):

Improvements to Reportable Segment Disclosures, which requires public entities to disclose expanded information about their reportable segment(s)’ significant expenses and other segment items on an interim and annual basis.

The Company adopted the ASU retrospectively on January 1, 2024 and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting ("Topic 280"):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires enhanced disclosures on an annual and interim basis for significant segment expenses.

In addition, it provides new segment disclosure requirements for entities with a single reportable segment.

For public business entities the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company has not early adopted ASU 2023-07 and is currently evaluating the impact on the consolidated financial disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes ("Topic 740"):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhancements to current disclosures in order to enhance the transparency and decision usefulness of income tax disclosures.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024 and early adoption is permitted.

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities to disclose specific tax rate reconciliation categories, as well as income taxes paid disaggregated by jurisdiction, amongst other disclosure enhancements.

The ASU is effective for annual periods beginning after December 15, 2024,

with early adoption permitted.

The Company has not early adopted ASU 2023-09 and is currently evaluating the impact on the consolidated financial disclosures.

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 has not early adopted ASU 2024-03 and is currently evaluating the impact on the consolidated financial disclosures.

Disaggregation of Revenue

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Total revenue $ 759,249 $ 579,906 $ 424,336

During the years ended January 31, 2024, 2023 and 2022, the United States accounted for 82 %, 83 % and 84 % of total revenue, respectively.

During the years ended January 31, 2025 , 2024 and 2023 , the United States accounted for 82 %, 82 % and 83 % of total revenue for each period presented.

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

The Company operates its business as a single operating segment.

Cash, Cash Equivalents and Short-Term Investments

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

Cash Equivalents and Short-Term Investments

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

As of January 31, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

Cash and cash equivalents:

Cash $ 80,953 $ — $ — $ 80,953

Cash equivalents

Money market funds $ 97,093 $ — $ — $ 97,093

Cash equivalents

Treasury securities 36,429 8 — 36,437

Commercial paper 3,962 — ( 1 ) 3,961

Total cash and cash equivalents $ 287,999 $ — $ ( 3 ) $ 287,996

Total cash equivalents (1)

133,522 8 — 133,530

Short-term investments

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Total short-term investments 764,220 872 ( 364 ) 764,728

Level 2 total 800,649 880 ( 364 ) 801,165

Total cash equivalents and short-term investments $ 897,742 $ 880 $ ( 364 ) $ 898,258

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

As of January 31, 2024

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

Cash and cash equivalents:

Cash $ 232,332 $ — $ — $ 232,332

Cash equivalents

Money market funds $ 187,175 $ — $ — $ 187,175

Agency securities 2,997 — — 2,997

Total cash and cash equivalents $ 295,402 $ — $ — $ 295,402

Cash equivalents

Treasury securities 15,909 — ( 2 ) 15,907

Commercial paper 3,962 — ( 1 ) 3,961

Total cash equivalents (1)

207,046 — ( 3 ) 207,043

Short-term investments

1 unchanged sentence

Corporate debt securities 231,219 740 ( 250 ) 231,709

Municipal bonds 1,989 — ( 19 ) 1,970

Foreign government bonds 2,211 — ( 41 ) 2,170

Agency securities 56,324 29 ( 136 ) 56,217

1 unchanged sentence

Total short-term investments 748,141 924 ( 776 ) 748,289

The Company uses the specific-identification method to determine an y 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 sale of short-term investments.

During the years ended January 31, 2024 and 2023, the Company recorded $ 39.1 million and $ 14.5 million of interest income on cash equivalents and short-term investments, respectively, which includes $ 20.3 million and $ 6.1 million of net amortization of premiums or disco unts on short-term investments during the years ended January 31, 2024 and 2023, respectively .

During the year ended January 31, 2022, the Company recorded $ 0.7 million of interest income on cash equivalents and short-term investments.

Level 2 total 768,012 924 ( 779 ) 768,157

Total cash equivalents and short-term investments $ 955,187 $ 924 $ ( 779 ) $ 955,332

(1) Included in “cash and cash equivalents” in our consolidated balance sheet as of January 31, 2024, in addition to cash of $ 81.0 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.

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 the years ended January 31, 2025 , 2024 and 2023 , the Company recorded $ 47.7 million, $ 39.1 million and $ 14.5 million of interest income on cash and cash equivalents and short-term investments, respectively, which includes $ 16.7 million, $ 20.3 million and $ 6.1 million of net amortization of premiums or discounts on short-term investments during the years ended January 31, 2025 , 2024 and 2023 , 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):

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Corporate debt securities 85,998 ( 192 ) 15,485 ( 58 ) 101,483 ( 250 )

Municipal bonds 1,970 ( 19 ) — — 1,970 ( 19 )

Foreign government bonds 2,170 ( 41 ) — — 2,170 ( 41 )

Treasury securities 139,567 ( 192 ) 41,193 ( 199 ) 180,760 ( 391 )

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

Fair Value Measurements

The Company determines fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability.

The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement.

The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

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

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.

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.

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 instrumen ts such as commercial paper, corporate debt and U.S.

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.

Financial assets measured at fair value on a recurring basis are summarized below (in thousands):

Level 1 Level 2 Level 3 Fair Value

January 31, 2024 (1)

Cash equivalents:

Money market funds $ 187,175 $ — $ — $ 187,175

Treasury securities — 15,907 — 15,907

Commercial paper — 3,961 — 3,961

Short-term investments:

Commercial paper — 23,242 — 23,242

Corporate debt securities — 231,709 — 231,709

Agency securities — 56,217 — 56,217

Treasury securities — 437,121 — 437,121

Total $ 187,175 $ 768,157 $ — $ 955,332

(1) Excludes $ 81.0 million in cash on the consolidated balance sheet as of January 31, 2024.

Level 1 Level 2 Level 3 Fair Value

January 31, 2023 (1)

Cash equivalents:

Money market funds $ 60,073 $ — $ — $ 60,073

Agency securities — 2,997 — 2,997

Short-term investments:

Commercial paper — 88,609 — 88,609

Corporate debt securities — 95,266 — 95,266

Municipal bonds — 1,970 — 1,970

Foreign government bonds — 2,170 — 2,170

Agency securities — 73,725 — 73,725

Treasury securities — 379,509 — 379,509

Total $ 60,073 $ 644,246 $ — $ 704,319

(1) Exclu des $ 232.3 million in cash on the consolidated balance sheet as of January 31, 2023.

The Company h ad $ 3.6 million and $ 3.4 million of Level 3 contingent consideration as of January 31, 2024 and January 31, 2023, respec tively.

Refer to “Note 6.

Supplemental Financial Statement Information” for further details.

Liabilities are measured at fair value on a recurring basis.

The Company had contingent cash consideration from a business combination 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 is included in Level 3 of the fair value measurement hierarchy.

D uring the years ended January 31, 2025, 2024 and 2023 , the Company reassessed the fair value of outstanding operational milestones and recorded a $ 3.8 million loss in fair value, zero and a $ 1.7 million gain in fair value, respectively .

The change in fair value was included in general and administrative expenses in the consolidated statement of operations for the years ended January 31, 2025, 2024 and 2023, respectively.

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 had zero and $ 3.6 million of Level 3 contingent consideration payable as of January 31, 2025 and January 31, 2024, respectively.

Interest accretion expense was $ 0.1 million, $ 0.2 million and $ 0.3 million for the years ended January 31, 2025 , 2024 and 2023 , respectively.

Supplemental Financial Statement Information

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Prepaid software subscriptions $ 10,769 $ 12,835

Prepaid expenses for the Company’s events 9,245 1,885

Prepaid taxes 1,431 592

Prepaid income taxes 6,302 7,891

Interest receivable 5,893 4,159

Indirect tax credit receivable (1)

Prepaid insurance 2,945 2,718

Prepaid advertising costs 1,621 367

Revenue contract asset 2,432 1,910

Other prepaid expenses 2,199 1,776

Restricted cash (1)

Interest receivable 4,159 2,310

Income tax receivable related to BAPA 6,460 —

Vendor receivable 1,951 2,000

Revenue contract asset 1,910 1,532

Prepaid expenses for the Company’s events 1,950 9,245

Prepaid advertising costs 689 1,621

Security and other deposits 264 371

1 unchanged sentence

Total prepaid expenses and other current assets $ 40,411 $ 49,143

(1) The Company revised prior-period balances.

Refer to “Note 2.

Business Combination”.

Basis of Presentation and Summary of Significant Accounting Policies”.

Property and Equipment, Net

8 unchanged sentences

(1) The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying property and equipment.

During the year ended January 31, 2024 , the Company also wrote off $ 1.1 million of fully depreciated assets as they were no longer in use.

As of January 31, 2025 and January 31, 2024, the Company also wrote off $ 7.2 million and $ 1.1 million of fully depreciated assets as they were no longer in use, respectively.

Depreciation expense of property and equipm ent was $ 2.9 million, $ 4.4 million and $ 3.2 million for th e years ended January 31, 2025 , 2024 and 2023 , respectively.

9 unchanged sentences

January 31, 2025 January 31, 2024

Income tax liability related to BAPA (1)

Indirect taxes payable (1)

$ 18,779 $ 9,971

1 unchanged sentence

Income taxes payable (1)

Indirect taxes payable 3,928 4,498

Acquisition related contingent cash consideration 3,608 —

13,111 11,253

Customer refunds payable 6,268 3,019

1 unchanged sentence

Operating lease liabilities, current 275 410

Acquisition related consideration withheld in escrow (2)

Income tax liability related to BAPA (2)

Acquisition related liabilities (3)

Total accrued expenses and other current liabilities $ 54,680 $ 301,262

(1) The Company has revised prior-period balances.

Refer to “Note 2.

Income Taxes” for a discussion on the unrecognized tax benefits related to the BAPA.

Basis of Presentation and Summary of Significant Accounting Policies”.

(2) Refer to “Note 12.

Business Combination”.

Income Taxes”.

(3) Refer to “Note 4.

Cash Equivalents and Short-Term Investments ”.

Accrued Com pensation and Benefits

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Accrued commissions $ 16,538 $ 12,734

Other accrued team member related payables 15,564 13,581

Payroll taxes payable 8,131 9,306

Restructuring accrual and related charges (1)

Other accrued team member related payables 13,581 9,251

Total accrued compensation and benefits $ 40,233 $ 35,809

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January 31, 2025 January 31, 2024

Deferred tax liabilities, net $ 10,560 $ 849

Provision towards labor matters (1)

Long term taxes payable $ 4,888 $ 771

Early exercised options liability 420 1,800

Acquisition related contingent cash consideration (2)

Provision towards labor matters (1)

Operating lease liabilities, non-current 117 —

Early exercised options liability 70 420

Deferred tax liabilities, net 44 10,560

Other non-current liabilities 58 112

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Commitments and Contingencies ”.

(2) Refer to “Note 7.

Business Combination”.

Other Inc ome (Expense), Net

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Gain from deconsolidation of Arch, formerly Meltano $ — $ — $ 17,798

$ — $ 17,798 $ —

Impairment loss equity method investment in Arch, formerly Meltano (1)

( 8,858 ) — —

Impairment loss of equity method investment in Arch, formerly Meltano — ( 8,858 ) —

Foreign exchange gains (losses), net 9,416 ( 2,871 ) 5,131

Other income (expense), net 189 ( 577 ) ( 1,710 )

Other expense, net ( 229 ) ( 512 ) ( 1,308 )

Total other income (expense), net $ 9,187 $ ( 12,241 ) $ 21,621

(1) Refer to “Note 12.

Joint Venture and Equity Method Investment”.

Business Combination

On December 3, 2021, th e Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California.

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As of January 31, 2023, t he Company held $ 2.5 million in an escrow as partial security for post-closing indemnification claims made within 18 months of the closing da te.

The Company fully paid this acquisition-related holdback during the year ended January 31, 2024.

In September 2022, one of the operational milestones was achieved and the Company paid $ 4.2 million of contingent cash consideration.

The remaining contingent cash consideration is determined based upon the satisfaction of certain defined operational milestones and remeasured at fair value at each reporting period through earnings.

We reassessed the fair value of outstanding operational milestones and recorded the fair value gain of $ 1.7 million in general and administrative expenses for the year ended January 31, 2023 and there has been no change for the year ended January 31, 2024.

As the fair value is based on unobservable inputs, the liability is included in Level 3 of the fair value measurement hierarchy.

As of January 31, 2024 and January 31, 2023, the Company had recorded $ 3.6 million and $ 3.4 million of remaining contingent cash consideration which is included in other current liabilities and other long term liabilities on the respective consolidated balance sheets, respectively.

Interest accretion expense on contingent cash consideration was $ 0.2 million, $ 0.3 million and zero for the years ended January 31, 2024, 2023 and 2022, respectively.

The Company fully paid out this acquisition-related holdback during the year ended January 31, 2024.

On May 23, 2024 (the “Asset Acquisition Date”), the Company completed its acquisition of certain assets, primarily software intellectual property, of Rezilion Inc.

and its subsidiary, Rezilion Ltd.

(collectively, “Rezilion”) for approximately $ 7.3 million in cash.

The Rezilion transaction was accounted for as an asset acquisition because substantially all of the fair value of gross assets acquired were concentrated in the developed intellectual property.

Acquisition-related direct transaction costs were capitalized as a component of the cost of the assets acquired.

On the Asset Acquisition Date, the fair value of the developed technology was $ 7.7 million including $ 0.4 million of acquisition-related direct costs.

The developed technology acquired has an estimated useful life of three years .

On March 20, 2024 (the “Acquisition Date”), the Company completed the acquisition of Oxeye Security Limited (“Oxeye”), a cloud-native application security and risk management solution company based in Israel.

The Company believes this acquisition will allow the Company to strengthen its product offerings.

The transaction was accounted for as a business combination.

The Acquisition Date fair value of the consideration transferred consisted of the following (in thousands):

Closing cash consideration $ 16,737

Cash held in escrow 3,593

Total consideration $ 20,330

Total consideration includes $ 3.6 million deposited in an escrow account as partial security for post-closing indemnification claims made within 15 months of the Acquisition Date.

As the Company is not the legal owner of the escrow account, it is not recorded on the consolidated balance sheet as of January 31, 2025.

As part of the acquisition, there was also a holdback in the amount of $ 3.2 million to be paid to the two co-founders (the “founder holdback”) in three equal tranches of 33.3 %.

The first such payment will be paid if certain milestones are achieved on or before the first anniversary of the closing date, provided such founder is employed by the Company upon completion of the milestones.

The second and third tranches will be paid provided such founder is employed by the Company on the second and third anniversaries of the closing dates, respectively.

As the founder holdback arrangement represents compensation for post-combination services, the Company has excluded the entire $ 3.2 million from the purchase price to be allocated, and will recognize the amount as expense over the period of services rendered after factoring in the likelihood of achieving the milestones in the first year.

During the year ended January 31, 2025 , the milestones attached to the first payment tranche were achieved and $ 1.1 million was paid out to the two co-founders.

The Company recorded $ 1.1 million of the founder holdback in general and administrative expenses in its consolidated statement of operations for the year ended January 31, 2025 .

Acquisition related transaction costs were $ 1.2 million for the year ended January 31, 2025 , and were recorded by the Company in general and administrative expenses in its consolidated statement of operations.

The Company recorded the assets acquired and liabilities assumed at their estimated fair values, with the difference between the fair value of the net assets acquired and the purchase consideration reflected in goodwill.

The total purchase price of $ 20.3 million was allocated using information available to the Company at the time of acquisition.

The Company may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, tax-related items and revisions of preliminary estimates.

During the year ended January 31, 2025, The Company recorded an acquisition measurement period adjustment of $ 0.3 million to reflect adjustments to certain deferred tax assets resulting from the filing of income tax returns for the periods prior to acquisition date.

These purchase price allocation adjustments resulted in a $ 0.3 million decrease to goodwill and a corresponding increase to the deferred tax liability

during the one year measurement period.

They do not impact net income or the earnings per share in this period.

The following table reflects the fair values of assets acquired and liabilities assumed at the acquisition date (in thousands):

Cash and cash equivalents $ 120

Developed technology 16,276

Goodwill 8,055

Prepaid expenses and other current assets 121

Accrued expenses and payroll ( 3,582 )

Deferred tax liability ( 660 )

Net assets acquired $ 20,330

As of the Acquisition Date, developed technology of the acquired business had an estimated useful life of three years .

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity costs.

The goodwill is primarily attributed to the synergies expected to be realized following the acquisition.

The goodwill is not deductible for Israeli income tax purposes.

Results of operations of the business acquired have been included in the Company’s consolidated financial statements subsequent to the date of acquisition.

The revenue and net income (loss) earned by the business acquired following the acquisition are not material to the Company’s consolidated results of operations;

and accordingly, pro forma financial statements have not been presented.

Goodwill and Intangible Assets, Net

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Carrying Amount

Balance as of January 31, 2024 and January 31, 2023

Balance as of January 31, 2024

Acquisition of Oxeye 8,055

Acquisition measurement period adjustment ( 310 )

Foreign currency translation adjustments

Balance as of January 31, 2025

There was no goodwill impairment for any periods presented.

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Developed technology from business combination (1)

$ 22,913 $ ( 10,982 ) $ 11,931 2.2

Developed technology from asset acquisitions (2)

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

(2) During the year ended January 31, 2024 , t he Company wrote o ff $ 0.4 million of fully amortized intangible assets as the technology had become obsolete.

Amortization expense w a s $ 2.2 million, $ 2.4 million and $ 0.7 million for t he years ended January 31, 2024, 2023 and 2022 , respectively.

As of January 31, 2024, future a mortization expense related to the intangibles assets is expected to be $ 1.7 million for the year ended January 31, 2025.

(2) During the years ended January 31, 2025 and 2024, the Company wrote off $ 0.9 million and $ 0.4 million of fully amortized intangible assets as the technology had become obsolete, respectively.

Amortization expense was $ 8.1 million, $ 2.2 million and $ 2.4 million for t h e years ended January 31, 2025 , 2024 and 2023 , respectively.

As of January 31, 2025, future a mortization expense related to the intangibles assets is expected to be as follows (in thousands):

Total future amortization $ 17,834

Team Member Benefit Plans

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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 $ 5.1 million, $ 3.9 million and $ 2.8 million for t he years ended January 31, 2024, 2023 and 2022 , respectively.

Total contributions to these plans were $ 5.9 million, $ 5.1 million, and $ 3.9 million for the years ended January 31, 2025 , 2024 and 2023, respectively .

In connection with the Company’s initial public offering (the “IPO”), on October 18, 2021, the Company filed a restated certificate of incorporation that authorized 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.

Common stockholders are entitled to dividends when and if declared by the board of directors.

No dividends have been declared to date.

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Total 54,228 51,103

Early Exercised Options (subject to a repurchase right)

Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the holder.

As of January 31, 2024 and January 31, 2023 , there were 22,278 and 194,304 shares, respectively, of unvested options that had been early exercised and were subject to repurchase for a total liability of $ 0.4 million an d $ 1.8 million, respectively.

The liability as sociated with early exercised options is included in other non-current liabilities in the consolidated balance sheets.

For accounting purposes, issuance of shares will be recognized only on vesting.

However, shares issued for the early exercise of options are included in issued and outstanding shares as they are legally issued and outstanding.

Convertible Preferred Stock

Upon the closing of the IPO, all $ 79.6 million shares of the Company’s convertible preferred stock outstanding were automatically converted into an equal number of shares of Class B common stock and their carrying value of $ 424.9 million was reclassified into stockholders’ equity.

As of January 31, 2024 and January 31, 2023, there were no shares of convertible preferred stock issued and outstanding.

Equity Incentive Plans

In 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), in which shares of common stock of the Company are reserved for issuance of stock options to team members, directors, or consultants.

The options generally vest 25 % upon completion of one year and then ratably over 36 months.

Options generally expire ten years from the date of grant.

All these options qualify as equity settled awards and contain no performance conditions.

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”).

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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 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 pe riods presented were as follows (in thousands):

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

January 31, 2025 January 31, 2024

Available at beginning of period 24,868 21,483

21,483 18,248

Awards authorized 7,878 7,557

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Available at end of period 31,852 24,868

24,868 21,483

In the event that shares previously issued u nder the above Plans are reacquire d by the Company, such shares shall be added to the number of shares then available for issuance under the 2021 Plan.

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Balances at January 31, 2024 8,503 $ 13.03 5.85 $ 499.2

Options granted 7,936 18.68 8.50

Options exercised ( 2,488 ) 9.63

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Balances at January 31, 2025

Options granted — — —

Options exercised ( 2,964 ) 8.49 —

Options canceled ( 33 ) 9.46 —

Options forfeited ( 1,463 ) 14.52 —

Balances at January 31, 2023 12,686 $ 12.30 7.00 $ 470.8

Options granted — — —

Options exercised ( 3,406 ) 9.53 —

Options canceled ( 126 ) 11.23 —

Options forfeited ( 651 ) 17.24 —

Balances at January 31, 2024

5,896 $ 14.27 5.41 $ 344.8

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No options were granted during the years ended January 31, 2025 , 2024 and 2023 and the aggregate grant-date fair value of options that vested during the years ended January 31, 2025 , 2024 and 2023 was $ 27.6 million, $ 17.9 million and $ 31.0 million, respectively.

The weighted-average grant-date fair value per share of options granted was $ 10.81 for the year ended January 31, 2022.

The aggregate intrinsic value of options exercised during the years ended January 31, 2025 , 2024 and 2023 was $ 116.2 million, $ 128.8 million and $ 123.4 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, 2024, 2023 and 2022, the Company recorded $ 17.6 million, $ 23.2 million and $ 22.6 million stock-based compensation expenses related to options, respectively.

As of January 31, 2024, approximately $ 21.9 million of total unrecognized compensation cost was related to stock options granted, that is expected to be recognized over a weighted-average period of 1.5 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 (in thousands):

Number of Shares (1)

Balances at January 31, 2021 — $ —

Granted 272 82.11

Canceled/forfeited — —

Balances at January 31, 2022 $ 0.3 $ 82.11

Granted 6,286 52.52

Vested ( 930 ) 55.01

Canceled/forfeited ( 610 ) 54.56

During the years ended January 31, 2025 , 2024 and 2023, the Company recorded $ 15.0 million, $ 17.6 million and $ 23.2 million stock-based compensation expense related to options, respectively.

As of January 31, 2025, approx imately $ 21.5 million of total unrecognized stock-based compensation cost was related to stock options granted of which $ 19.4 million relates to the modification of stock options previously granted to our former CEO.

Total unrecognized stock-based compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.0 year.

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:

Number of Shares (in thousands) (1)

Balances at January 31, 2024 7,701 $ 47.20

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8,259 $ 50.64

(1) The table above does not include 3 million RSUs granted to the Company’s founder and the Chief Executive Officer (“CEO”) described below.

These RSUs are grants of shares of the Company’s common stock, the vesting of which is based on the requisite service requirement.

(1) The table above does not include 3 million RSUs granted to the Co-founder and former CEO described below.

These RSUs are grants 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 over two to four years ratably on a combination of bi-annual and quarterly basis.

During the years ended January 31, 2024, 2023 and 2022, the Company recorded $ 117.6 million, $ 61.6 million and $ 0.7 million stock-based compensation expenses related to RSUs, respectively.

As of January 31, 2024, approximately $ 347.8 million of total unrecognized compensation cost was related to RSUs granted to team members other than the CEO, that is expected to be recognized over a weighted-average period of 3.0 years.

During the years ended January 31, 2025, 2024 and 2023, the Company recorded $ 157.2 million, $ 117.6 million and $ 61.6 million stock-based compensation expense related to RSUs, respectively.

As of January 31, 2025, approximately $ 394.0 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 2.6 years.

The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.

In June 2022, the Company granted 0.4 million PSUs to senior members of its management team subject to revenue performance condition and service conditions.

In December 2024, the Company granted 0.3 million PSUs to its CEO subject to the achievement of specified performance targets and continuous service through the applicable vesting dates.

The number of awards granted represents 100 % of the target goal;

under the terms of the awards, the recipient may earn between 0 % and 200 % of the original grant.

The performance c ondition is set to be achieved in fiscal 2025 and the service condition in the calendar year 2025.

The Company recorded $ 1.3 million and $ 1.6 million of stock-based compensation expense related to PSUs during the years ended January 31, 2024 and 2023, respectively.

The performance condition is set to be achieved in three equal tranches in fiscal year 2026, 2027 and 2028 and the service condition on each vest date.

The Company recorded $ 1.3 million of stock-based compensation expense related to these PSUs during the year ended January 31, 2025.

As of January 31, 2025, unrecognized stock-based compensation expense related to these PSUs was $ 17.8 million to be recognized over a period of 3.4 years.

CEO Performance Award

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 CEO, with an estimated aggregate grant date fair value of $ 8.8 million.

During the years ended January 31, 2024, 2023 and 2022, the Company recorded $ 1.7 million, $ 1.7 million and $ 1.2 million of stock-based compensation expense related to the CEO RSUs, respectively.

I n June 2022, the Company granted 0.4 million 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 number of awards granted represents 100 % of the target goal;

under the terms of the awards, the recipients may earn between 0 % and 200 % of the original grant.

The performance condition was achieved in fiscal year 2025 and 0.1 million PSUs are expected to vest in fiscal year 2026, subject to continuous service through the applicable vesting dates.

The Company recorded $ 2.3 million, $ 1.3 million and $ 1.6 million of stock-based compensation expense related to PSUs during the years ended January 31, 2025, 2024 and 2023, respectively.

As of January 31, 2025, unrecognized stock-based compensation expense related to these PSUs was $ 0.9 million to be recognized over a period of 0.9 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.

As of January 31, 2024, unrecognized stock-based compensation expense related to these RSUs was $ 4.3 million which will be recognized over 4.8 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 the year ended January 31, 2025.

During the years ended January 31, 2024 and 2023 , the Company recorded $ 1.7 million and $ 1.7 million, respectively, of stock-based compensation expense related to the former CEO RSU.

As of January 31, 2025, there was no unrecognized stock-based compensation expense remaining related to these RSUs.

2021 Employee Stock Purchase Plan (“ESPP”)

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As a result, the offering in effect was reset with the lower stock price becoming the new offering price and rolled over to a new 24-month offering period.

The reset was treated as a modification resulting in incremental expense totaling $ 9.4 million, whi ch is being recognized over the remaining requisite service period as of the date of reset.

The reset was treated as a modification resulting in incremental expense totaling $ 1.0 million, which is being recognized over the remaining requisite service period as of the date of reset.

During the quarter ended July 31, 2023, the Company’s stock price on the purchase date, May 31, 2023, was lower than the Company’s stock price on the previously applicable offering date.

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Dividend yield —% —% —%

The Company recorded $ 19.0 million, $ 25.7 million and $ 5.1 million of stock-based compensation expense related to the ESPP during the years ended January 31, 2024, 2023 and 2022, respectively.

The Company recorded $ 11.8 million, $ 19.0 million, and $ 25.7 million of stock-based compensation expense related to the ESPP durin g the years ended January 31, 2025, 2024 and 2023, respectively.

As of January 31, 2025, approximately $ 8.1 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.8 years.

Stock-Based Compensat ion Expense

Stock-Based Compensation Expense

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

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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 was zero , $ 7.7 million and $ 7.0 million for the years ended January 31, 2024 , 2023 and 2022, respectively.

The corporate income tax benefit recognized in the consolidated statements of operations for stock-based compensation expense was zero for the years ended January 31, 2025 and 2024, and $ 7.7 million for the year ended January 31, 2023, 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 2023, the Company’s

board of directors approved the donation of $ 10.7 million aggregate principal amount of shares of Class A common stock to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation.

In September 2021, the C ompany’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 2024 and 2023, the Company’s board of directors approved the donation of $ 11.8 million and $ 10.7 million aggregate principal amount of 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.

This donation shall occur in equal quarterly distributions throughout fiscal 2024.

During the year ended January 31, 2024, the Company donated 231,408 shares of Class A common stock at fair value to the Foundation.

These donations shall occur in four equal quarterly distributions.

During the years ended January 31, 2025 and 2024 , the Company donated 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 $ 10.7 million was recorded in general and administrative expense in the consolidated statements of operations for the year ended January 31, 2024.

The donation expense of $ 11.8 million and $ 10.7 million was recorded in general and administrative expense in the consolidated statements of operations for the years ended January 31, 2025 and 2024, respectively.

Restructuring and Other Related Charges

In February 2023, the Company reduced its total global headcount by approximately 7 % .

As a result, the Company recognized total restructuring charges of approximately $ 9.3 million during the year ended January 31, 2024, which consisted primarily of one-time severance and other termination benefit costs of $ 8.0 million, as well as accelerated stock-based compensation of $ 1.3 million.

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

In fiscal year 2025, the Company restructured certain departments to better align functions and recognized total restructuring charges of $ 1.9 million.

In fiscal year 2024, the Company reduced its total global headcount by approximately 7 % and recognized total restructuring charges of $ 8.0 million.

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

Fiscal Year Ended January 31,

2025 2024 (1)

Cost of revenue $ — $ 463

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General and administrative 377 1,634

(1) Excludes stock-based compensation of $ 1.3 million.

Total $ 1,896 $ 8,027

(1) Excludes stock-based compensation of $ 1.3 million for the year ended January 31, 2024 .

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

Balance as of January 31, 2024

Charges 1,896

Cash payments ( 2,084 )

Balance as of January 31, 2025

(1) Excludes stock-based compensation of $ 1.3 million.

(2) Balance is included in accrued compensation and benefits on the consolidated balance sheet as of January 31, 2024.

Joint Venture and Equity Method Investment

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The Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation.

During fiscal year 2023, JiHu closed its Series A-1 through A-3 rounds of common stock financings where investors contributed a total of $ 54.6 million, net of issuance costs.

In March 2022, one of the potential investors who could not participate in the Series A-1 financing round provided a $ 2.9 million loan to JiHu as an advance pending a capital contribution.

The loan was repayable within ten business days of receipt of capital contribution from the investor.

JiHu received an equity contribution from this investor during the Series A-2 round and repaid the loan in full in July 2022.

Subsequent to the closing of the financing rounds d uring fiscal year 2023 , the Company retained control over JiHu with its equity stake reduced from 72 % to 55 %.

As of January 31, 2024, the Company still retains control over JiHu with its equity stake at approximately 54 %.

In April 2022, the board of directors of JiHu approved an employee stock option plan (“JiHu ESOP”) for its employees.

As a result of forfeitures triggered by the departure of certain executives during the year ended January 31, 2024, the Company reversed stock-based compensation previously recorded for such executives.

The Company recorded a $ 1.5 million gain and $ 7.8 million loss for the years ended January 31, 2024 and 2023, respectively.

As of January 31, 2024, approximately $ 3.6 million of total unrecognized compensation cost was related to the JiHu ESOP that is expected to be recognized over 3.9 y ears.

Any such dilution will be accounted for as an equity transaction.

As of January 31, 2025 and 2024 , 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, 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”).

As a result of forfeitures triggered by the departure of certain executives from JiHu in fiscal year 2025 and fiscal year 2024, the Company reversed stock-based compensation previously recorded for such executives.

There were no forfeitures in fiscal year 2023.

For the years ended January 31, 2025, 2024 and 2023, the Company recorded $ 1.8 million stock-based compensation net expense, $ 1.5 million net gain and $ 7.8 million stock-based compensation expense, respectively.

As of January 31, 2025, approximately $ 7.1 million of total unrecognized compensation cost was related to the JiHu ESOPs that is expected to be recognized over 3.8 years.

Operating Leases

The Company reco gnized $ 0.6 million, $ 0.6 million and $ 0.2 million of operating lease expense during the years ended January 31, 2024, 2023 and 2022, respectively.

JiHu has non-cancelable operating leases maturing during the year ended January 31, 2025 with total lease payments of $ 0.4 million and total present value of lease liabilities of $ 0.4 million.

Lease expense for the one short-term lease was immaterial during the years ended January 31, 2024, 2023 and 2022.

The table below presents supplemental information related to operating leases for the years ended January 31, 2024 (in thousands, except weighted-average information):

JiHu entered into three new operating leases during the year ended January 31, 2025 and has various non-cancelable long-term operating leases maturing by June 25, 2027 with total lease payments of $ 0.4 million and a total present value of lease liabilities of $ 0.4 million.

In addition, JiHu has various other short-term leases.

Lease expense associated with short-term leases was $ 0.1 million during the year ended January 31, 2025 and immaterial for both years ended January 31, 2024 and 2023.

The Company recognized $ 0.4 million, $ 0.6 million and $ 0.6 million of operating lease expense during the t h e years ended January 31, 2025 , 2024 and 2023 , respectively.

The table below presents supplemental information related to operating leases for the year ended January 31, 2025 (in thousands, except weighted-average information):

Weighted-average remaining lease term (in years) 1.65

Weighted-average discount rate 3.3 %

Right-of-use assets obtained in exchange for new operating lease liabilities $ 324

Cash paid for amounts included in the measurement of lease liabilities

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Net loss before income taxes ( 6,059 ) ( 8,598 ) ( 19,699 )

Benefit from income taxes ( 16 ) — —

Provision for income taxes 15 16 —

Net loss $ ( 6,074 ) $ ( 8,614 ) $ ( 19,699 )

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Total liabilities $ 10,278 $ 10,079

(1) The Company revised the prior-period balances.

Refer to “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies”.

Equity Method Investment

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(“Arch”), which started as an internal project within the Company in July 2018, into a separate legal entity.

The entity was funded by the Company’s contribution of intellectual property with the fair value of approximately $ 0.4 million and a preferred stock financing from third parties of $ 4.2 million, representing 12 % ownership on a fully diluted basis.

On April 4, 2022, Arch closed its Series Seed-2 round of preferred stock financing and raised $ 7.2 million.

Pursuant to this transaction, the board composition of Arch changed and the Company no longer has the power to appoint the majority of the board of directors of Arch.

Consequently, despite having majority voting rights at the stockholder level, the Company no longer has control over Arch.

The loss of control of a majority owned subsidiary resulted in the deconsolidation of net assets of $ 9.4 million and non-controlling interest of Arch of $ 11.3 million, recognition of retained interest at fair value of $ 15.9 million , and a gain of $ 17.8 million recorded in other income (expense), net in April 2022 .

The fair value of retained interest was determined using the Option Pricing Model (“OPM”) Backsolve approach based on the most recent funding round of preferred stock.

As of the date of the loss of control, the basis difference between the fair value of investment in Arch and the Company’s share in the net assets of Arch was attributed to equity method goodwill.

Effective April 4, 2022, the Company accounts for this investment under the equity method.

The Company reviews for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable.

In Accordance with ASC 820, Fair Value Measurement , the Company calculated that the estimated undiscounted cash flows related to its equity method investment were less than the carrying amount of the equity method investment.

As a result, 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 investment value to zero a s of January 31, 2024 .

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 to zero a s of January 31, 2024 .

During the years ended January 31, 2024 and 2023 , the Company recorded a loss from equity method investment of $ 3.8 million and $ 2.5 million, net of tax on the consolidated statements of operations, respectively.

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Loss before income taxes $ ( 85,793 ) $ ( 160,567 ) $ ( 175,294 )

(1) The Company revised the prior-period balances.

Refer to “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies”.

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

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Total 89.4 % ( 165.1 ) % ( 2.3 ) %

(1) The Company revised the prior-period balances.

Refer to “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies”.

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.

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Interest expense limitation 10,379 35,085

Unrealized FX 282 —

Stock-based compensation 8,829 6,679

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Deferred contract acquisition costs ( 13,628 ) ( 7,019 )

Acquired intangibles — ( 863 )

Equity method investment — ( 2,892 )

Fixed assets ( 92 ) ( 191 )

Unrealized foreign exchange adjustments — ( 10,024 )

Federal effects of disregarded entities ( 9,277 ) —

Other — ( 23 )

Net deferred tax liabilities $ ( 10,369 ) $ ( 849 )

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.

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.

The increase of $ 168.9 million in the valuation allowance for the year ended January 31, 2024 is primarily due to the addition of certain deferred tax assets from the estimated result of the settlement with the Internal Revenue Service and Dutch tax authorities.

As of January 31, 2024, the Company recorded $ 10.4 million of net deferred tax liabilities.

The Company has not recorded a provision for deferred U.S.

tax expense that could result from the remittance of foreign undistributed earnings since the Company intends to reinvest the earnings of the foreign subsidiaries indefinitely.

The Company’s share of the undistributed earnings of foreign corporations not included in its consolidated federal income tax returns that could be subject to additional U.S.

income tax if remitted is immaterial.

As of January 31, 2024, the amount of unrecognized U.S federal deferred income tax liability for undistributed earnings is immaterial.

As of January 31, 2024, the Company had federal net operating loss carryforwards of approximately $ 285.6 million, state net operating loss carryforwards of approximately $ 336.7 million and foreign net operating loss carryforwards of approximately $ 31.7 million.

The federal net operating loss carryforwards do not expire as they were generated after the enactment of the Tax Cuts and Jobs Act, where net operating losses generated after December 31, 2017 do not expire.

state net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2025.

The foreign net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2027.

In addition, the Company has research tax credit carryforwards of approximately $ 17.9 million for federal purposes.

Federal Research & Experimentation (R&E) credit, if not utilized, will begin to expire in 2038.

The Company also has research tax credit carryforwards of approximately $ 3.9 million for U.S.

state purposes, which if not utilized, will begin to expire in 2030.

Pursuant to the U.S.

Internal Revenue Code, the net operating loss 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.

Uncertain Tax Positions

The Company has been in BAPA negotiations between the IRS and the DTA relating to the Company’s transfer pricing arrangements between the United States and the Netherlands.

In the year ended January 31, 2024, the Company for the first time discussed with the IRS and DTA a framework to finalize its transfer pricing arrangements for the proposed BAPA period consisting of tax years ending December 31, 2018 through January 31, 2027.

The proposed agreements between the Company, the IRS and the DTA are not yet final;

in anticipation of the agreements, $ 254.9 million of net tax expense was recorded in the year ended January 31, 2024.

This amount represents the unrecognized tax benefit relating to the BAPA.

The unrecognized tax benefit represents the Company’s best estimate of the tax expense associated with the proposed agreements and their related effects.

Net deferred tax assets (liabilities) $ 325 $ ( 10,369 )

The Company executed the Bilateral Advanced Pricing Agreement (“BAPA”) agreements with the United States Internal Revenue Services (“IRS”) and the Netherlands’ Dutch Tax Authority (“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.

Pursuant to the terms in the BAPA, the Company will file amended returns for the 2018 through 2023 fiscal years;

the tax returns for the fiscal year ended January 31, 2024 were filed.

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.

As of January 31, 2025 , the Company’s U.S.

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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 is currently under examination in the Netherlands for the tax years ended December 31, 2015 and 2016.

The Company expects negotiations to continue to the middle of fiscal 2025.

The Company believes that it has adequately reserved for the outcome of this audit.

The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for

income taxes.

The Company’s Netherlands tax years are currently open from tax years 2018 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.

As of January 31, 2025, unrecognized tax benefits approximated $ 25.6 million, of which $ 9.5 million would affect the effective tax rate if recognized.

We have classified approximately $ 207.3 million of the unrecognized tax benefit as a current tax liability due to the anticipated timing of the settlement with the IRS and DTA and their associated payments, which are expected to be made within the next 12 months.

As of January 31, 2024 , unrecognized tax benefits approximated $ 402.7 million, of which $ 213.7 million would affect the effective tax rate if recognized.

The Company has settled and paid the BAPA tax liability with the DTA, thereby reducing the current tax liability previously classified as an unrecognized tax benefit.

For unrecognized tax benefits unrelated to the BAPA, 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.

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

2 unchanged sentences

Gross increases due to tax position taken in current period 3,510 65,001

Gross decreases due to settlement tax payment ( 137,262 ) —

Gross decreases due to settlements with taxing authorities ( 253,191 ) —

Gross decreases due to lapses in applicable statutes of limitations — ( 1 )

Ending balance $ 25,570 $ 402,728

The Company believes that it is reasonably possible that $ 389.0 million of the unrecognized tax benefit will be realized in the coming year due to the settlement of the BAPA.

It is the Company's policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

For the years ended January 31, 2024, 2023 and 2022, the Company recognized interest and penalties of $ 52.1 million, $ 0.2 million and $ 0.1 million, respe ctively.

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):

For the years ended January 31, 2025, 2024 and 2023, t he Company recognized interest and penalties of $ 5.3 million, $ 56.3 million and $ 1.3 million, respectively;

these amounts are not included in the above table.

Net Income (Loss) per Share

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

Fiscal Year Ended January 31,

3 unchanged sentences

Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ ( 0.04 ) $ ( 2.76 ) $ ( 1.17 )

Since the Company was in a 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 potential common shares

outstanding would have been anti-dilutive.

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

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Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2025 were as follows (in thousands):

Total Less than 1 Year 1-3 Years 4-5 Years Thereafter

Total Less than 1 Year 1-3 Years 4-5 Years

Purchase commitments (1)

3 unchanged sentences

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 o f contractors in certain foreign countries.

As of January 31, 2024 and January 31, 2023 , the estimated liability relating to these matters w as $ 2.2 million and $ 2.5 million recorded in other non-current liabilities on the consolidated balance sheets, respectively.

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, 2025 and January 31, 2024, the estimated liability relating to these matters was $ 1.4 million and $ 2.2 million, respectively, is recorded in other non-current liabilities on the consolidated balance sheets.

Warranties and Indemnifications

2 unchanged sentences

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.

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.

3 unchanged sentences

Legal Proceedings

The Company is, and from time to time, may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business.

GitLab Securities Class Action and Shareholder Derivative Cases

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.

5:24-cv-06244-EKL, naming GitLab and certain of our officers.

The complaint purports 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 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 seeks, 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 will move to dismiss the second amended complaint in April 2025.

Two putative shareholder derivative cases have been 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.

3:25-cv-01597 ( “Preciado” );

and on February 19, 2025 in United States District Court for the Northern District of California, captioned Jones v.

Sijbrandij et al., Case No.

3:25-cv-01735 ( “Jones” ).

Both cases are allegedly brought on the Company’s behalf.

Each of the lawsuits name the Company as a nominal defendant, and also certain of the Company’s officers and current and former members of the Company’s board of directors.

The Jones complaint purports to assert claims under Section 14(a) of the Exchange Act as well as breach of fiduciary duty, while the Preciado complaint purports to assert those claims as well as unjust enrichment and related corporate torts.

The complaints seek to recover unspecified damages and other relief on the Company’s behalf.

Based on the preliminary nature of the proceedings in these actions, the outcomes remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.

In addition to the shareholder matters described above, the Company is, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of business.

The Company is not presently a party to any legal proceedings that in the opinion of management, if determined adversely to the Company, would individually or taken together have a material adverse effect on its 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.

Subsequent Event

On March 20, 2024, the Company acquired all of the outstanding equity, vested employee stock options and other rights to acquire share capital of Oxeye Security Limited (“Oxeye”) in exchange for approximately $ 26.0 million in cash, subject to a one-time payment to the Israel Innovation Authority and certain customary purchase price adjustments, inclusive of amounts escrowed as partial security for Oxeye indemnification obligations and certain contingent consideration withheld at closing from certain Oxeye stockholders who became Company team members following the transaction.

As part of the transaction, the Company will also offer RSUs as a substitution for unvested employee stock options held by the continuing employees of Oxeye.

Oxeye has developed application security testing solutions and the Company believes this acquisition will allow the Company to strengthen its product offerings.

Oxeye has negligible revenues as of the date of acquisition.

The Company is currently in the process of finalizing the accounting for this transaction and expects to complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the first quarter of fiscal 2025.

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 us because of defense and settlement costs, diversion of management resources and other factors.

Subsequent Events

On March 3, 2025, the Company announced that Ian Steward will join as Chief Revenue Officer, effective May 3, 2025.

Ashley Kramer, who has been serving as Interim Chief Revenue Officer while maintaining her role as Chief Marketing and Strategy Officer, will continue in both positions until the end of the first quarter of fiscal year 2026.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

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 8. Financial Statements and Supplementary Data