Gitlab Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Regist ered Public Accounting Firm (KPMG LLP, Pittsburgh, PA, Auditor Firm ID: 185 ) 83 Consolidated Balance Sheets 87 Consolidated Statements of Operations 88 Consolidated Statements of Comprehensive Loss 89 Consolidated Statements of Stockholders’ Equity 90 Consolidated Statements of Cash Flows 92 Notes to Consolidated Financial Statements 94 82 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors GitLab Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of GitLab Inc. 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 83 Table of Contents As discussed in Note 3 to the consolidated financial statements, the Company recognized self-managed subscription revenue and self-managed license revenue of $458.9 million and $68.4 million, respectively, for the year ended January 31, 2025. The Company allocates the transaction price to each performance obligation based on the relative SSP. To determine SSP the Company maximizes the use of observable standalone sales and observable data where available. In instances where performance obligations do not have observable standalone sales, the Company utilizes available information that may include market conditions, pricing strategies, the economic life of the software, and other observable inputs and uses the expected cost plus margin approach to estimate the price the Company would charge if the products and services were sold separately. We identified the evaluation of SSPs for self-managed subscription and self-managed license performance obligations as a critical audit matter. We performed a sensitivity analysis to determine the key assumption used to determine SSP, which required challenging auditor judgment. Specifically, challenging and subjective auditor judgment was required to evaluate the estimated costs to develop the paid features in the expected cost plus margin approach. Additionally, the estimate of SSP was sensitive to variation in this key assumption. 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. • We performed sensitivity analyses over the Company’s assumptions used to determine the SSPs to identify the costs to develop the paid features as the key assumption and to assess the impact of changes in the assumption on the Company’s SSPs. • We assessed the reasonableness of the key assumption by comparing it to historical data, internal data, and relevant peer data, where available. • We evaluated the data utilized by management to estimate the cost to develop the paid features by examining a selection of requests to merge code and interviewing the Company’s engineering team. • We tested the mathematical accuracy of management’s calculations of estimated selling prices. /s/ KPMG LLP We have served as the Company’s auditor since 2019. Pittsburgh, Pennsylvania March 21, 2025 84 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors GitLab Inc.: Opinion on Internal Control Over Financial Reporting We have audited GitLab Inc. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 85 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Pittsburgh, Pennsylvania March 21, 2025 86 Table of Contents GitLab Inc. Consolidated Balance Sheets (in thousands, except per share data) January 31, 2025 (1) January 31, 2024 (1) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 227,649 $ 287,996 Short-term investments 764,728 748,289 Accounts receivable, net of allowance for doubtful accounts of $ 991 and $ 673 as of January 31, 2025 and January 31, 2024, respectively 264,565 166,731 Deferred contract acquisition costs, current 38,964 32,300 Prepaid expenses and other current assets 40,411 49,143 Total current assets 1,336,317 1,284,459 Property and equipment, net 4,013 2,954 Operating lease right-of-use assets 381 405 Goodwill 16,139 8,145 Intangible assets, net 17,834 1,733 Deferred contract acquisition costs, non-current 20,142 19,317 Other non-current assets 4,437 4,390 TOTAL ASSETS $ 1,399,263 $ 1,321,403 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 7,519 $ 1,738 Accrued expenses and other current liabilities 54,680 301,262 Accrued compensation and benefits 40,233 35,809 Deferred revenue, current 442,599 338,348 Total current liabilities 545,031 677,157 Deferred revenue, non-current 26,369 23,794 Other non-current liabilities 6,557 14,060 TOTAL LIABILITIES 577,957 715,011 Commitments and contingencies (Note 14) STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0000025 par value; 50,000 shares authorized as of January 31, 2025 and January 31, 2024; no shares issued and outstanding as of January 31, 2025 and January 31, 2024 — — Class A Common stock, $ 0.0000025 par value; 1,500,000 shares authorized as of January 31, 2025 and January 31, 2024; 144,444 and 114,670 shares issued and outstanding as of January 31, 2025 and January 31, 2024, respectively — — Class B Common stock, $ 0.0000025 par value; 250,000 shares authorized as of January 31, 2025 and January 31, 2024; 19,469 and 42,887 shares issued and outstanding as of January 31, 2025 and January 31, 2024, respectively — — Additional paid-in capital 1,952,031 1,718,661 Accumulated deficit ( 1,167,614 ) ( 1,161,288 ) Accumulated other comprehensive income (loss) ( 8,508 ) 2,398 Total GitLab stockholders’ equity 775,909 559,771 Noncontrolling interests 45,397 46,621 TOTAL STOCKHOLDERS’ EQUITY 821,306 606,392 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,399,263 $ 1,321,403 ___________ (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. Joint Venture and Equity Method Investment” for further discussion. The accompanying notes are an integral part of these consolidated finan cial statements. 87 Table of Contents GitLab Inc. Consolidated Statements of Operations (in thousands, except per share data) Fiscal Year Ended January 31, 2025 2024 2023 Revenue: Subscription—self-managed and SaaS $ 675,179 $ 506,306 $ 369,349 License—self-managed and other 84,070 73,600 54,987 Total revenue 759,249 579,906 424,336 Cost of revenue: Subscription—self-managed and SaaS 64,916 45,486 40,841 License—self-managed and other 20,224 14,222 10,839 Total cost of revenue 85,140 59,708 51,680 Gross profit 674,109 520,198 372,656 Operating expenses: Sales and marketing 384,295 356,393 309,992 Research and development 239,652 200,840 156,143 General and administrative 192,877 150,405 117,932 Total operating expenses 816,824 707,638 584,067 Loss from operations ( 142,715 ) ( 187,440 ) ( 211,411 ) Interest income 47,735 39,114 14,496 Other income (expense), net 9,187 ( 12,241 ) 21,621 Loss before income taxes and loss from equity method investment ( 85,793 ) ( 160,567 ) ( 175,294 ) Loss from equity method investment, net of tax — ( 3,824 ) ( 2,468 ) Provision for (benefit from) income taxes ( 76,674 ) 265,145 4,030 Net loss $ ( 9,119 ) $ ( 429,536 ) $ ( 181,792 ) Net loss attributable to noncontrolling interest ( 2,793 ) ( 3,859 ) ( 8,385 ) Net loss attributable to GitLab $ ( 6,326 ) $ ( 425,677 ) $ ( 173,407 ) Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted: $ ( 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. 88 Table of Contents GitLab Inc. Consolidated Statements of Comprehensive Loss (in thousands) Fiscal Year Ended January 31, 2025 2024 2023 Net loss $ ( 9,119 ) $ ( 429,536 ) $ ( 181,792 ) Foreign currency translation adjustments ( 11,934 ) ( 3,937 ) ( 6,111 ) Net change in unrealized gains (losses) on available-for-sale securities 371 5,000 ( 4,855 ) Comprehensive loss including noncontrolling interest $ ( 20,682 ) $ ( 428,473 ) $ ( 192,758 ) Net loss attributable to noncontrolling interest ( 2,793 ) ( 3,859 ) ( 8,385 ) Foreign currency translation adjustments attributable to noncontrolling interest ( 657 ) ( 2,162 ) ( 2,300 ) Comprehensive loss attributable to noncontrolling interest ( 3,450 ) ( 6,021 ) ( 10,685 ) Comprehensive loss attributable to GitLab $ ( 17,232 ) $ ( 422,452 ) $ ( 182,073 ) The accompanying notes are an integral part of these consolidated financial statements. 89 Table of Contents GitLab Inc. Consolidated Statements of Stockholders’ Equity (in thousands) 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 Class B common stock to Class A common stock 66,162 — ( 66,162 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 2,940 — 24,846 — — — 24,846 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 Stock-based compensation expense — — — — 114,811 — — 7,756 122,567 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 ) 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 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 3,406 — 32,448 — — — 32,448 Issuance of common stock under employee stock purchase plan 417 — — — 12,933 — — — 12,933 Repurchases, net of early exercised stock options — — ( 13 ) — — — — — — 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 Stock-based compensation expense — — — — 164,515 — — ( 1,466 ) 163,049 Change in noncontrolling interest ownership — — — — ( 542 ) — — 542 — 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 Issuance of common stock related to RSUs vested 3,200 — — — — — — — — Charitable donation of common stock 221 — — — 11,827 — — — 11,827 Vesting of early exercised stock options — — — — 341 — — — 341 Stock-based compensation expense — — — — 184,086 — — 1,813 185,899 90 Table of Contents Change in noncontrolling interest ownership — — — — ( 413 ) — — 413 — Other comprehensive loss — — — — — — ( 10,906 ) ( 657 ) ( 11,563 ) Net loss — — — — — ( 6,326 ) — ( 2,793 ) ( 9,119 ) Balances at January 31, 2025 144,444 $ — 19,469 $ — $ 1,952,031 $ ( 1,167,614 ) $ ( 8,508 ) $ 45,397 $ 821,306 The accompanying notes are an integral part of these consolidated financial statements. 91 Table of Contents GitLab Inc. Consolidated Statements of Cash Flows (in thousands) Fiscal Year Ended January 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss, including amounts attributable to noncontrolling interest $ ( 9,119 ) $ ( 429,536 ) $ ( 181,792 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Stock-based compensation expense 185,899 163,049 122,567 Change in fair value of acquisition related contingent consideration 3,750 — ( 1,722 ) Charitable donation of common stock 11,827 10,700 — Amortization of intangible assets 8,126 2,167 2,362 Depreciation expense 2,860 4,368 3,231 Amortization of deferred contract acquisition costs 49,714 43,463 44,958 Gain from deconsolidation of Arch, formerly Meltano — — ( 17,798 ) Loss from equity method investment — 3,824 3,189 Impairment of equity method investment — 8,858 — Net amortization of premiums or discounts on short-term investments ( 16,746 ) ( 20,349 ) ( 6,077 ) Unrealized foreign exchange loss (gain), net ( 9,526 ) 4,833 ( 3,964 ) Other non-cash expense, net 930 1,330 1,156 Changes in assets and liabilities: Accounts receivable ( 99,649 ) ( 36,341 ) ( 54,169 ) Prepaid expenses and other current assets 8,424 ( 23,688 ) ( 8,679 ) Deferred contract acquisition costs ( 58,127 ) ( 53,100 ) ( 48,555 ) Other non-current assets ( 183 ) ( 309 ) 3,012 Accounts payable 5,505 ( 3,443 ) 287 Accrued expenses and other current liabilities ( 253,369 ) 259,445 5,722 Accrued compensation and benefits 4,743 15,173 ( 11,693 ) Deferred revenue 108,743 79,347 73,003 Other non-current liabilities ( 7,773 ) 5,249 ( 2,446 ) Net cash provided by (used in) operating activities ( 63,971 ) 35,040 ( 77,408 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments ( 707,698 ) ( 815,697 ) ( 821,622 ) Proceeds from maturities of short-term investments 708,382 734,007 231,626 Purchases of property and equipment ( 3,765 ) ( 1,598 ) ( 6,070 ) 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 ) — Other investing activities 457 ( 450 ) — Net cash used in investing activities ( 30,494 ) ( 86,238 ) ( 605,686 ) CASH FLOWS FROM FINANCING ACTIVITIES: 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 Contributions received from noncontrolling interests, net of issuance costs — — 61,726 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 decrease in cash and cash equivalents ( 60,347 ) ( 9,906 ) ( 589,270 ) 92 Table of Contents 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 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 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: Cash and cash equivalents $ 227,649 $ 287,996 $ 295,402 Restricted cash, included in prepaid expenses and other current assets — — 2,500 Total cash, cash equivalents and restricted cash $ 227,649 $ 287,996 $ 297,902 The accompanying notes are an integral part of these consolidated financial statements. 93 Table of Contents GitLab Inc. Notes to Consolidated Financial Statements 1. Organization and Description of Business GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. The Company operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab”, a complete DevSecOps platform delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses. 94 Table of Contents 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Fiscal Year The Company's fiscal year ends on January 31. For example, references to fiscal year 2025 and 2024 refer to the fiscal year ended January 31, 2025 and 2024, respectively. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, 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. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which the Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation. Foreign Currency The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency. Gains and losses that arise from foreign exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 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 into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity in the consolidated balance sheets. For 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. 95 Table of Contents Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents as of January 31, 2025 and 2024, consists of cash held in checking and savings accounts, investments in money market accounts and certain highly-liquid investments. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash as of January 31, 2023, consists of a $ 2.5 million acquisition related security deposit withheld in an escrow for any potential post-closing indemnification claims. The Company fully paid this acquisition-related holdback during the year ended January 31, 2024. Refer to “Note 6. Acquisitions.” Short-Term Investments - Marketable Securities The Company classifies its marketable securities with stated maturities of three months and greater at the date of purchase as short-term investments due to its ability to use these securities to support the Company’s current operations. As of January 31, 2025 and 2024, a ll short-term investments are classified as available-for-sale and are reported at fair value, which is based on quoted market prices for such securities, if available, or based on quoted market prices of financial instruments with similar characteristics. If the fair value of a security falls below its amortized cost, the carrying value is reduced to its fair value if management intends to sell or it is more likely than not that it will be required to sell before recovery of the amortized cost basis. If neither of these conditions are satisfied, impairment is assessed for credit losses by comparing the present value of expected cash flows with the amortized cost basis, and an allowance for credit losses is recorded for the excess of amortized cost over expected cash flows. Impairment losses not attributable to credit losses are reported as a separate component of other comprehensive loss, net of tax. The cost of securities sold is based on the specific-identification method. Unrealized gains and losses are reported as a separate component of accumulated other comprehensive income (loss). Realized gains and losses on available-for-sale securities are recognized upon sale and are included in other income (expense), net in the consolidated statements of operations. Interest on securities classified as available-for-sale is included within interest income on our consolidated statements of operations. Available-for-sale securities are recorded at fair value each reporting period and are adjusted for the amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income of the consolidated statements of operations. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The allowance for doubtful accounts is the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. As of January 31, 2025 and 2024 , the allowance for doubtful accounts was $ 1.0 million and $ 0.7 million, respectively. Accounts receivable deemed uncollectible are written off against the allowance when identified. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions or corporations that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these 96 Table of Contents 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, 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. There were no individual customers whose revenue represented more than 10% of total revenue during the years ended January 31, 2025 , 2024 and 2023 . Fair Value of Financial Instruments We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded acquisition related contingent considerations at fair value, as further discussed in “Note 4. Cash Equivalents and Short-Term Investments.” The Company measures assets and liabilities at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value: Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. Revenue Recognition The Company generates revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training. In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, the Company applies the following five-step model as a framework: 1) Identify the contract with a customer. 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 97 Table of Contents 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. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract. 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 contrac t and we fail to remedy the breach in accordance with the contractual terms. 2) Identify the performance obligations in the contract . Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract. Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on a when-and-if-available basis). Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation. 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. 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. Where material rights are identified in our contracts, they are treated as separate performance obligations. 3) Determine the transaction price . 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. 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. 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. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts. 4) Allocate the transaction price to the performance obligations in the contract. 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 98 Table of Contents for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions. We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate SSP for each performance obligation using a model based on the “expected cost-plus margin” approach and update 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. 5) Revenue is recognized when or as we satisfy a performance obligation . 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. All revenue is generated from contracts with customers. Subscription - self-managed and SaaS Subscription - self-managed The Company's self-managed subscriptions include support, maintenance, upgrades, and updates on a when-and-if-available basis. Revenue for self-managed subscriptions is recognized ratably over the contract period based on the stand-ready nature of subscription elements. The Company offers two tiers of paid subscriptions as part of the self-managed model: Premium and Ultimate. The typical term of a subscription contract for self-managed offerings is one to three years . SaaS We also offer two tiers of paid SaaS subscriptions: Premium and Ultimate. These subscriptions provide access to our latest managed version of our product hosted in a public or private cloud based on the customer’s preference. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied. The typical term of a subscription contract for SaaS offering is one to three years . 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. 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 99 Table of Contents 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. Revenues” of the consolidated financial statements. Deferred Revenue and Contract Assets Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as long-term. The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. 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. 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. Contract assets are included in prepaid expenses and other current assets on the consolidated balance sheets. 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. Remaining Performance Obligations 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 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. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. However, costs for commissions that are incremental to obtain a self-managed license contract are expensed immediately. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented. Cost of Revenue Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, personnel-related costs associated with our customer 100 Table of Contents support personnel, including contractors, third-party payment processing fees, and allocated overhead. Personnel-related expenses consist of salaries, benefits, bonuses, and stock-based compensation. Cost of self-managed license and other revenue consists primarily of contractor and personnel-related costs, including stock-based compensation expenses, associated with the professional services team and customer support team, and allocated overhead. Research and Development Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors. The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. To date, software development for internal use has been immaterial and no such costs have been capitalized. Advertising Costs Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. Th ese include costs incurred on public relations, website design, advertising, field marketing, and market research services. The Company incurred advertising costs of $ 34.5 million, $ 32.5 million and $ 27.3 million during the years ended January 31, 2025 , 2024 and 2023 , respectively. Loss Contingencies If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company records a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. If applicable, the Company records receivables for probable insurance or other third-party recoveries. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred. Income Taxes The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. 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 101 Table of Contents 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. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. Compliance with income tax regulations requires the Company to take certain tax positions. In assessing the exposure associated with various filing positions, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations. Comprehensive Loss and Accumulated Other Comprehensive Income (Loss) Comprehensive loss includes net loss and changes in stockholders’ equity that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account and unrealized gains or losses on short-term investments. Net Loss per Share Attributable to Common Stockholders Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. Stock-Based Compensation The Company has granted equity classified stock-based awards to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years . The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is generally recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options. 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 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 102 Table of Contents 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. Equity” for further discussion. In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model. We have been determining the volatility input based on the historical volatility of our peer group until such time as we established a 2-year public trading history of our own stock price. 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. Since fiscal year 2023, JiHu has maintained an employee stock option plan ("JiHu 2022 ESOP") for its employees. In June 2024, the board of directors of JiHu approved a new employee stock option plan ("JiHu 2024 ESOP") for its employees in order to grant additional shares. The fair value of Restricted Stock Awards (“RSAs”) and stock option awards is measured on the date of grant and compensation costs related to these awards are recognized on a graded attribution method as the grants include a performance condition for both the JiHu 2022 ESOP and JiHu 2024 ESOP ("JiHu ESOPs"). The Company considers the RSAs and stock option awards granted pursuant to the JiHu ESOP as potentially dilutive equity instruments that will result in dilution of the Company’s stake in JiHu upon vesting of such awards (or, in the case of option awards granted pursuant to the JiHu ESOP, upon vesting and subsequent exercise into shares of JiHu common stock). Any such dilution will be accounted for as an equity transaction. Until such awards granted pursuant to the JiHu ESOP are vested (or, in the case of option awards, vested and ultimately exercised into shares of JiHu common stock), the Company will continue to record the recognized stock-compensation expense of JiHu as part of the noncontrolling interest. 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 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. Revenues ” of the consolidated financial statements. 103 Table of Contents Business Combination We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. We amortize our acquired intangible assets with definite lives on a straight-line basis over a period 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. Any change in the fair value adjustment is recorded in general and administrative expenses. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the remaining lease term or estimated us eful life of five years , a nd computers over two years . Leases The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. At the lease commencement date, the Company determines the lease classification between finance and operating and recognizes a right-of-use asset and corresponding lease liability for each lease component. 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 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. The Company does not recognize operating lease right-of-use assets and operating lease liabilities that arise from short-term leases (i.e., leases with a term of 12 months or less). The lease liability is initially measured as the present value of the remaining lease payments over the lease term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The discount rate used to determine the present value is the Company’s incremental borrowing rate unless the interest rate implicit in the lease is readily determinable. The Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The right-of-use asset is initially measured as the present value of the lease payments adjusted for prepaid lease payments to lessors . Lease expense is recognized on a straight-line basis over the lease term. Impairment of Long-lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material adjustments to our long-lived assets (including intangible assets) in any of the years presented. 104 Table of Contents We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. Based on an analysis of qualitative and quantitative factors, including our market capitalization, we determined there to be no impairment of goodwill in any of the periods presented. Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest in the investee. The Company’s equity method investments are reported at cost and adjusted each period for its proportionate share of the investee’s income or loss. The cost on initial recognition of retained interest in a former subsidiary is based on fair value on the date of loss of control. The Company’s proportionate share of the net loss resulting from the investment is reported under loss from equity method investment, net of tax in our consolidated statements of operations. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Refer to “Note 11. Joint Venture and Equity Method Investment” for more information. 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 ASSETS 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 $ 1,321,403 105 Table of Contents 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 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 December 2023, the FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities to disclose specific 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, 106 Table of Contents 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. 107 Table of Contents 3. Revenues Disaggregation of Revenue The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages): Fiscal Year Ended January 31, 2025 2024 2023 Subscription—self-managed and SaaS $ 675,179 89 % $ 506,306 87 % $ 369,349 87 % Subscription—self-managed 458,883 61 355,707 61 275,275 65 SaaS 216,296 28 150,599 26 94,074 22 License—self-managed and other $ 84,070 11 % $ 73,600 13 % $ 54,987 13 % License—self-managed 68,366 9 63,110 11 46,046 11 Professional services and other 15,704 2 10,490 2 8,941 2 Total revenue $ 759,249 100 % $ 579,906 100 % $ 424,336 100 % Total Revenue by Geographic Location The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands): Fiscal Year Ended January 31, 2025 2024 2023 United States $ 618,658 $ 473,021 $ 352,975 Europe 122,651 93,292 61,820 Asia Pacific 17,940 13,593 9,541 Total revenue $ 759,249 $ 579,906 $ 424,336 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. 108 Table of Contents 4. 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 Level 1: Cash equivalents Money market funds $ 97,093 $ — $ — $ 97,093 Level 2: Cash equivalents U.S. Treasury securities 36,429 8 — 36,437 Total cash equivalents (1) 133,522 8 — 133,530 Short-term investments Commercial paper 19,400 4 ( 11 ) 19,393 Corporate debt securities 220,326 327 ( 148 ) 220,505 U.S. Agency securities 61,020 20 ( 65 ) 60,975 U.S. Treasury securities 463,474 521 ( 140 ) 463,855 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. 109 Table of Contents As of January 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level 1: Cash equivalents Money market funds $ 187,175 $ — $ — $ 187,175 Level 2: Cash equivalents U.S. 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 Commercial paper 23,229 14 ( 1 ) 23,242 Corporate debt securities 231,219 740 ( 250 ) 231,709 U.S. Agency securities 56,324 29 ( 136 ) 56,217 U.S. Treasury securities 437,369 141 ( 389 ) 437,121 Total short-term investments 748,141 924 ( 776 ) 748,289 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): 110 Table of Contents Less Than 12 Months 12 Months or Greater Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Fair Value Gross Unrealized Losses January 31, 2025 U.S. Agency securities $ 48,445 $ ( 65 ) $ — $ — $ 48,445 $ ( 65 ) Commercial paper 13,430 ( 11 ) — — 13,430 ( 11 ) Corporate debt securities 72,022 ( 146 ) 5,988 ( 2 ) 78,010 ( 148 ) U.S. Treasury securities 100,921 ( 140 ) — — 100,921 ( 140 ) Total cash equivalents and short-term investments $ 234,818 $ ( 362 ) $ 5,988 $ ( 2 ) $ 240,806 $ ( 364 ) Less Than 12 Months 12 Months or Greater Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Fair Value Gross Unrealized Losses January 31, 2024 U.S. Agency securities $ 35,979 $ ( 53 ) $ 11,386 $ ( 83 ) $ 47,365 $ ( 136 ) Commercial paper 15,462 ( 2 ) — — 15,462 ( 2 ) Corporate debt securities 85,998 ( 192 ) 15,485 ( 58 ) 101,483 ( 250 ) U.S. Treasury securities 139,567 ( 192 ) 41,193 ( 199 ) 180,760 ( 391 ) Total cash equivalents and short-term investments $ 277,006 $ ( 439 ) $ 68,064 $ ( 340 ) $ 345,070 $ ( 779 ) The following table classifies the Company’s short-term investments by contractual maturities (in thousands): January 31, 2025 January 31, 2024 Amortized cost Fair Value Amortized cost Fair Value Due within 1 year $ 590,193 $ 590,832 $ 619,286 $ 618,765 Due between 1 year to 2 years 174,027 173,896 128,855 129,524 Total $ 764,220 $ 764,728 $ 748,141 $ 748,289 All available-for-sale securities have been classified as current, based on management’s ability to use the funds in current operations. Liabilities are measured at fair value on a recurring basis. The Company 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. 111 Table of Contents 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. 5. Supplemental Financial Statement Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): January 31, 2025 January 31, 2024 Prepaid software subscriptions $ 10,769 $ 12,835 Prepaid income taxes 6,302 7,891 Interest receivable 5,893 4,159 Indirect tax credit receivable (1) 3,698 3,663 Prepaid insurance 2,945 2,718 Revenue contract asset 2,432 1,910 Other prepaid expenses 2,199 1,776 Vendor receivable 1,951 2,000 Prepaid expenses for the Company’s events 1,950 9,245 Prepaid advertising costs 689 1,621 Security and other deposits 264 371 Other current assets 1,319 954 Total prepaid expenses and other current assets $ 40,411 $ 49,143 (1) The Company revised prior-period balances. Refer to “Note 2. Basis of Presentation and Summary of Significant Accounting Policies”. Property and Equipment, Net Property and equipment, net of the following (in thousands): January 31, 2025 January 31, 2024 Computer and office equipment $ 7,012 $ 9,182 Leasehold improvements 78 1,154 7,090 10,336 Less: Accumulated depreciation (1) ( 3,077 ) ( 7,382 ) Total property and equipment, net (1) $ 4,013 $ 2,954 (1) The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying property and equipment. As of January 31, 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. 112 Table of Contents Other Non-Current Assets Other non-current assets consisted of the following (in thousands): January 31, 2025 January 31, 2024 Security and other deposits $ 3,924 $ 3,495 Deferred software implementation costs 143 336 Other non-current assets 370 559 Total other non-current assets $ 4,437 $ 4,390 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2025 January 31, 2024 Indirect taxes payable (1) $ 18,779 $ 9,971 Accrued expenses 13,292 11,499 Income taxes payable (1) 13,111 11,253 Customer refunds payable 6,268 3,019 ESPP employee contributions 2,955 2,827 Operating lease liabilities, current 275 410 Income tax liability related to BAPA (2) — 258,675 Acquisition related liabilities (3) — 3,608 Total accrued expenses and other current liabilities $ 54,680 $ 301,262 (1) The Company has revised prior-period balances. Refer to “Note 2. Basis of Presentation and Summary of Significant Accounting Policies”. (2) Refer to “Note 12. Income Taxes”. (3) Refer to “Note 4. Cash Equivalents and Short-Term Investments ”. Accrued Com pensation and Benefits Accrued compensation and benefits consisted of the following (in thousands): January 31, 2025 January 31, 2024 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) — 188 Total accrued compensation and benefits $ 40,233 $ 35,809 (1) Refer to “Note 10. Restructuring and Other Related Charges”. 113 Table of Contents Other Non-Current Liabilities Other non-current liabilities consisted of the following (in thousands): January 31, 2025 January 31, 2024 Long term taxes payable $ 4,888 $ 771 Provision towards labor matters (1) 1,380 2,197 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 Total other non-current liabilities $ 6,557 $ 14,060 (1) Refer to “Note 14. Commitments and Contingencies ”. Other Inc ome (Expense), Net Other income (expense), net consisted of the following (in thousands): Fiscal Year Ended January 31, 2025 2024 2023 Gain from deconsolidation of Arch, formerly Meltano $ — $ — $ 17,798 Impairment loss of equity method investment in Arch, formerly Meltano — ( 8,858 ) — Foreign exchange gains (losses), net 9,416 ( 2,871 ) 5,131 Other expense, net ( 229 ) ( 512 ) ( 1,308 ) Total other income (expense), net $ 9,187 $ ( 12,241 ) $ 21,621 6. Acquisitions Opstrace On December 3, 2021, th e Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred was $ 13.5 million, which included contingent cash consideration. 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 out this acquisition-related holdback during the year ended January 31, 2024. Rezilion 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. 114 Table of Contents 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 . Oxeye 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 115 Table of Contents 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. 7. Goodwill and Intangible Assets, Net Goodwill The carrying amount of goodwill was as follows (in thousands): Carrying Amount Balance as of January 31, 2024 $ 8,145 Acquisition of Oxeye 8,055 Acquisition measurement period adjustment ( 310 ) Foreign currency translation adjustments 249 Balance as of January 31, 2025 $ 16,139 There was no goodwill impairment for any periods presented. 116 Table of Contents Intangible Assets Intangible assets, net consisted of the following (in thousands): January 31, 2025 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination (1) $ 22,913 $ ( 10,982 ) $ 11,931 2.2 Developed technology from asset acquisitions (2) 7,660 ( 1,757 ) 5,903 2.3 Total $ 30,573 $ ( 12,739 ) $ 17,834 January 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination $ 6,200 $ ( 4,467 ) $ 1,733 0.8 Developed technology from asset acquisitions (1) (2) 914 ( 914 ) — 0.0 Total $ 7,114 $ ( 5,381 ) $ 1,733 (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 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): Fiscal Years 2026 $ 8,124 2027 8,124 2028 1,586 Total future amortization $ 17,834 117 Table of Contents 8. Team Member Benefit Plans The Company contributes to defined c ontribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $ 5.9 million, $ 5.1 million, and $ 3.9 million for the years ended January 31, 2025 , 2024 and 2023, respectively . 9. Equity 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. No dividends have been declared to date. The holder of each share of Class A common stock is entitled to one vote and the holder of each share of Class B common stock is entitled to ten votes. Common Stock The Company had shares of common stock reserved for future issuance as follows (in thousands): January 31, 2025 January 31, 2024 Class A and Class B common stock Options issued and outstanding 5,896 8,503 Shares available for issuance under Equity Incentive Plans 31,852 24,868 RSUs and PSUs issued and outstanding 8,743 10,930 Shares reserved for issuance to charitable organizations 1,183 1,404 ESPP 6,554 5,398 Total 54,228 51,103 Equity Incentive Plans In September 2021, in connection with the IPO, the board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the Company’s 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to the Company’s team members. The Company may grant all other types of awards to its team members, directors, and consultants. The Company initially reserved 13,032,289 shares of its Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan increases automatically on February 1 of each of the years from 2022 through 2031. 118 Table of Contents 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 Awards authorized 7,878 7,557 RSUs and PSUs granted ( 5,794 ) ( 6,258 ) RSUs and PSUs canceled and forfeited 4,781 1,292 Options canceled and forfeited 119 777 Options repurchased — 17 Available at end of period 31,852 24,868 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. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of su ch stock option will be added to the number of shares then available for issuance under the 2021 Plan. Both Plans allow the grantees to early exercise stock options. Stock Options, RSUs and PSUs The following table summarizes options activity under the Plans, and related information: Number of Stock Options Outstanding (in thousands) Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic value (in millions) Balances at January 31, 2024 8,503 $ 13.03 5.85 $ 499.2 Options exercised ( 2,488 ) 9.63 Options canceled ( 11 ) 17.78 Options forfeited ( 108 ) 18.01 Balances at January 31, 2025 5,896 $ 14.27 5.41 $ 344.8 Options vested at January 31, 2025 5,292 $ 13.77 5.32 $ 312.2 Options vested and expected to vest at January 31, 2025 5,896 $ 14.27 5.41 $ 344.8 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 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, 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. The 119 Table of Contents 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) Weighted- Average grant date fair value Balances at January 31, 2024 7,701 $ 47.20 Granted 5,539 54.30 Vested ( 3,200 ) 49.35 Canceled/forfeited ( 1,781 ) 49.37 Balances at January 31, 2025 8,259 $ 50.64 (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, 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. PSUs 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 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. 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. 120 Table of Contents Former CEO Restricted Stock Units (“Former CEO RSU”) In May 2021, the Company granted 3 million RSUs tied to its Class B common stock to Sytse Sijbrandij, the Company’s co-founder and former CEO, with an estimated aggregate grant date fair value of $ 8.8 million. As measured from the grant date, the derived service period of the respective tranches ranges from 2 to 7 years. In December 2024, Mr. Sijbrandij resigned from his position as CEO and as a result, all unvested RSUs were forfeited, which resulted in a $ 3.4 million net gain of stock-based compensation expense for 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”) In September 2021, the Company’s board of directors and its stockholders approved the ESPP and participation of eligible team members. During the quarter ended July 31, 2024, the Company’s stock price on the purchase date, May 31, 2024, was lower than the Company’s stock price on the previously applicable offering date. 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 $ 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. 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, which is being recognized over the remaining requisite service period as of the date of reset. The following table summarizes assumptions used in estimating the fair value of the ESPP for the offering period in effect using the Black-Scholes option-pricing model: Fiscal Year Ended January 31, 2025 2024 2023 Risk-free interest rate 4.08 % - 5.25 % 4.22 % - 5.30 % 1.62 % - 4.55 % Volatility 46.03 % - 60.50 % 40.95 % - 65.56 % 44.95 % - 55.19 % Expected term (in years) 0.50 - 2.00 0.50 - 2.00 0.50 - 2.00 Dividend yield —% —% —% 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 Compensation Expense The Company recognized stock-based compensation expense as follows (in thousands): 121 Table of Contents Fiscal Year Ended January 31, 2025 2024 2023 Cost of revenue $ 7,922 $ 6,400 $ 5,078 Sales and marketing 72,954 68,766 48,001 Research and development 58,312 50,804 36,325 General and administrative 46,711 37,079 33,163 Total stock-based compensation expense (1) $ 185,899 $ 163,049 $ 122,567 (1) The table above includes stock-based compensation of JiHu. Refer to “Note 11. Joint Venture and Equity Method Investment” for further discussion. The corporate income tax benefit recognized in the consolidated statements of operations for stock-based compensation expense 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 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. 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 $ 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. 10. Restructuring and Other Related Charges 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 Research and development 393 2,119 Sales and marketing 1,126 3,811 General and administrative 377 1,634 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) : 122 Table of Contents Balance as of January 31, 2024 $ 188 Charges 1,896 Cash payments ( 2,084 ) Balance as of January 31, 2025 $ — 11. Joint Venture and Equity Method Investment Joint Venture In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. The Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. As of January 31, 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 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 $ 388 123 Table of Contents Selected Financial Information Selected financial information of JiHu, post intercompany eliminations, is as follows (in thousands): Fiscal Year Ended January 31, 2025 2024 2023 Revenue $ 7,588 $ 6,451 $ 4,743 Cost of revenue 2,252 2,414 1,731 Gross profit 5,336 4,037 3,012 Operating expenses: Sales and marketing 6,331 7,369 7,670 Research and development 1,841 5,338 6,818 General and administrative 4,520 1,864 10,515 Total operating expenses 12,692 14,571 25,003 Loss from operations ( 7,356 ) ( 10,534 ) ( 21,991 ) Interest income 814 1,078 659 Other income, net 483 858 1,633 Net loss before income taxes ( 6,059 ) ( 8,598 ) ( 19,699 ) Provision for income taxes 15 16 — Net loss $ ( 6,074 ) $ ( 8,614 ) $ ( 19,699 ) Net loss attributable to noncontrolling interest $ ( 2,793 ) $ ( 3,859 ) $ ( 8,385 ) January 31, 2025 January 31, 2024 (1) Cash and cash equivalents $ 37,991 $ 43,896 Property and equipment, net 322 489 Operating lease right-of-use assets 381 405 Other assets 7,804 6,378 Total assets $ 46,498 $ 51,168 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 In April 2021, the Company reorganized Meltano Inc. (“Meltano”), now operating as Arch Data, Inc. (“Arch”), which started as an internal project within the Company in July 2018, into a separate legal entity. The Company recorded an impairment charge of $ 8.9 million in other income (expense), net in the consolidated statement of operations during the year ended January 31, 2024 which reduced the equity method investment value to zero a s of January 31, 2024 . 124 Table of Contents 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. 12. Income Taxes The components of total loss from continuing operations before income taxes are as follows (in thousands): Fiscal Year Ended January 31, 2025 2024 (1) 2023 (1) US $ ( 108,336 ) $ 14,328 $ ( 4,877 ) Foreign 22,543 ( 174,895 ) ( 170,417 ) 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): Fiscal Year Ended January 31, 2025 2024 2023 Current: Federal and State $ 2,028 $ ( 1,768 ) $ 1,432 Foreign ( 68,021 ) 257,384 1,954 Total current $ ( 65,993 ) $ 255,616 $ 3,386 Deferred: Federal and State $ ( 3 ) $ ( 810 ) $ 614 Foreign ( 10,678 ) 10,339 30 Total deferred $ ( 10,681 ) $ 9,529 $ 644 Provision for (benefit from) income taxes $ ( 76,674 ) $ 265,145 $ 4,030 A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate is as follows: Fiscal Year Ended January 31, 2025 2024 (1) 2023 (1) Tax at federal statutory rate 21.0 % 21.0 % 21.0 % State, net of federal benefit ( 0.1 ) ( 0.1 ) ( 0.2 ) Stock-based compensation 6.9 2.4 ( 0.4 ) Non-deductible Executive Compensation ( 12.0 ) ( 4.7 ) ( 1.6 ) Research tax credit 5.5 6.2 2.7 Foreign rate differential ( 2.8 ) ( 1.8 ) 5.5 Change in valuation allowance ( 4.5 ) ( 83.3 ) ( 29.0 ) Foreign derived intangible income deduction 0.2 — 0.6 Unrecognized tax benefits 77.5 ( 105.3 ) ( 1.1 ) Other ( 2.3 ) 0.5 0.2 Total 89.4 % ( 165.1 ) % ( 2.3 ) % 125 Table of Contents (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. Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands): January 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 92,432 $ 85,348 Research tax credits 14,942 14,031 Deferred revenue 12,419 6,812 Accruals and other assets 2,024 6,237 Capitalized R&D 107,035 70,921 Intangibles 98,690 110,160 Interest expense limitation 10,379 35,085 Unrealized FX 282 — Stock-based compensation 8,829 6,679 Gross deferred tax assets 347,032 335,273 Valuation allowance ( 323,710 ) ( 328,385 ) Net deferred tax assets 23,322 6,888 Deferred tax liabilities: Deferred contract acquisition costs ( 13,628 ) ( 7,019 ) Fixed assets ( 92 ) ( 191 ) Unrealized foreign exchange adjustments — ( 10,024 ) Federal effects of disregarded entities ( 9,277 ) — Other — ( 23 ) 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. All U.S. federal and state tax net operating losses (“NOLs”) and credits, as well as Netherlands NOLs, are not yet recognized due to the determination that they are not more likely than not to be realized. As of January 31, 2025 , the Company’s U.S. federal 2018 through 2024 tax years were open and subject to potential examination in one or more jurisdictions. In addition, in the United States, any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company’s Netherlands tax years are currently open from tax years 2018 to 2024, subject to adjustments as a result of the 126 Table of Contents 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. 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): January 31, 2025 2024 Beginning balance $ 402,728 $ 13,364 Gross increases due to tax positions taken in prior periods 9,785 324,364 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 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, 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. 13. 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, 2025 2024 2023 Numerator: Net loss attributable to GitLab $ ( 6,326 ) $ ( 425,677 ) $ ( 173,407 ) Denominator: Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted 160,580 154,283 148,407 Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ ( 0.04 ) $ ( 2.76 ) $ ( 1.17 ) 127 Table of Contents Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of January 31, 2025 January 31, 2024 January 31, 2023 Shares subject to outstanding common stock options 5,896 8,503 12,686 Unvested restricted stock in connection with business combination 1 3 8 Unvested early exercised stock options 3 22 194 Unvested RSUs and PSUs 8,743 10,930 8,336 Shares subject to the ESPP 55 63 81 Total 14,698 19,521 21,305 14. Commitments and Contingencies Contractual Obligations and Commitments The Company’s purchase oblig ations represent third-party non-cancelable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements. Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2025 were as follows (in thousands): Total Less than 1 Year 1-3 Years 4-5 Years Purchase commitments (1) $ 132,709 $ 93,490 $ 38,979 $ 240 (1) The table above includes $ 32 million of remaining non-cancelable contractual commitments as of January 31, 2025 related to one of the Company’s hosting infrastructure vendors, under which the Company committed to spend an aggregate of at least $ 171 million between October 2020 and September 2025. Loss Contingencies In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use of contractors in certain foreign countries. As of January 31, 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 The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements. In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach 128 Table of Contents of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. Legal Proceedings 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 129 Table of Contents of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. 15. 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. 130 Table of Contents