Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") ("certifying officers") have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of January 31, 2025 . Our certifying officers concluded that our disclosure controls and procedures were effective as of January 31, 2025.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company's management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of the Company's internal control over financial reporting as of January 31, 2025 using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of January 31, 2025.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. KPMG LLP's report appears in Item 8 of this Annual Report on Form 10-K.
Remediation of Previously Disclosed Material Weakness
As disclosed in our previously issued Annual Report on Form 10-K for the year ended January 31, 2024, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. During fiscal year 2024, we determined that a material weakness existed due to a lack of policies and procedures related to the operation of control activities and inadequate communication of information to control owners and operators related to the objectives and responsibilities for internal control in a manner which supports the internal control environment at the Company. In particular:
• We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems used in the financial reporting processes related to revenue. In particular, we did not design and maintain effective (i) program change management controls to ensure that IT programs, data changes and migrations affecting financial IT applications and underlying records are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties, restricted user and privileged access to our financial applications, data and programs to the appropriate personnel. The ineffective design and operation of IT general controls resulted in the ineffective operation of automated controls and manual controls using reports and information from the impacted information systems used in the financial reporting processes related to revenue.
We implemented remediation actions during fiscal year 2025 to address this material weakness and enhance our control environment. Our remediation actions included:
• Strengthening IT governance and designing IT general controls related to certain revenue systems, including program change management, restricting user access to our internal systems used for financial reporting and enhancing the retention of contemporaneous documentation of reviews over IT general controls, and
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• Developing and deploying training programs regarding the operation and importance of internal controls.
We have tested and evaluated the implementation of these new and revised processes and internal controls to determine whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our consolidated financial statements. Based on our assessment, we have concluded that this material weakness has been remediated as of January 31, 2025.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Sytse Sijbrandij 10b5-1 Plan
On December 26, 2024 , Sytse Sijbrandij , Co-Founder and Executive Chair of the Board of Directors of the Company, entered into, through Mr. Sibrandij’s revocable trust and the Sijbrandij Foundation, a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sijbrandij Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock. The Sijbrandij Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Sijbrandij Rule 10b5-1 Plan provides for the potential sale of approximately 2,173,416 shares, which reflects the aggregate number of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock, as applicable, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Sijbrandij Rule 10b5-1 Plan, between April 15, 2025 and March 18, 2026 .
The Sijbrandij Rule 10b5-1 Plan includes a representation from Mr. Sijbrandij to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Sijbrandij Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Sijbrandij Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Sijbrandij Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Sijbrandij was unaware, or with respect to any material nonpublic information acquired by Mr. Sijbrandij or the Company after the date of the representation.
Brian Robins 10b5-1 Plan
On December 31, 2024 , Brian Robins , the Company’s Chief Financial Officer , along with The Robins Family Trust, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Robins Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options. The Robins Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Robins Rule 10b5-1 Plan provide for the potential sale of approximately 230,000 shares, which reflects shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Robins Rule 10b5-1 Plan between April 1, 2025 and February 27, 2026 .
The Robins Rule 10b5-1 Plan includes a representation from Mr. Robins and The Robins Family Trust trustee to the broker administering the plan that neither was in possession of any material nonpublic information regarding the Company or the securities subject to the Robins Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Robins Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Robins Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Robins or the trustee was unaware, or with respect to any
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material nonpublic information acquired by Mr. Robins, the trustee or the Company after the date of the representation.
Sabrina Farmer 10b5-1 Plan
On December 31, 2024 , Sabrina Farmer , the Company’s Chief Technology Officer , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Farmer Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from vesting and settlement of restricted stock units. The Farmer Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The aggregate number of shares of Class A common stock that will be available for sale under the Farmer Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock units. As such, for purposes of this disclosure, the aggregate number of shares of the Company’s Class A common stock available for sale is approximately 93,175 shares, which reflects the aggregate maximum number of shares underlying Ms. Farmer’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Farmer Rule 10b5-1 Plan between April 1, 2025 and December 26, 2025 .
The Farmer Rule 10b5-1 Plan includes a representation from Ms. Farmer to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Farmer Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Farmer Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Farmer Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Farmer was unaware, or with respect to any material nonpublic information acquired by Ms. Farmer or the Company after the date of the representation.
Once executed, transactions under each of the Sijbrandij Rule 10b5-1 Plan, the Robins Rule 10b5-1 Plan and the Farmer 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Sijbrandij, Mr. Robins, Ms. Farmer or other officers or directors of the Company.
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ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be set forth in our definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year ended January 31, 2025 in connection with our 2025 annual meeting of shareholders, or the Proxy Statement, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(1) All Financial Statements
See Index to Consolidated Financial Statements in Item 8 herein.
(2) Financial Statements Schedules
The following additional financial statement schedules should be considered in conjunction with our consolidated financial statements. All other financial statement schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, not applicable, or because the required information is included in the consolidated financial statements or notes thereto.
Schedule II: Valuation and Qualifying Accounts
The table below details the activity of the deferred tax valuation allowance for the fiscal years ended January 31, 2025, 2024, and 2023:
Balance at Beginning of Year Additions Write-offs or Deductions Balance at End of Year
(in thousands)
Year ended January 31, 2025
Deferred tax valuation allowance $ 328,385 $ — $ 4,675 $ 323,710
Year ended January 31, 2024
Deferred tax valuation allowance $ 159,470 $ 168,915 $ — $ 328,385
Year ended January 31, 2023
Deferred tax valuation allowance $ 115,839 $ 43,631 $ — $ 159,470
(3) Exhibits
Incorporated by Reference Filed or Furnished Herewith
Exhibit Number Description Form File Number Exhibit Filing Date
3.1 Restated Certificate of Incorporation 202 4 of GitLab Inc . , as amended
10-Q 001-40895 3.1 9/3/2024
3.2 Amended and Restated Bylaws of GitLab Inc.
8-K 001-40895 3.1 12/15/2022
4.1 Form of Class A Common Stock Certificate of GitLab Inc.
S-1/A 333-259602 4.1 10/12/2021
4.2 Form of Class B Common Stock Warrant
S-1/A 333-259602 4.3 10/4/2021
4.3 Description of Registrant’s Securities
10-K 001-40895 4.4 4/8/2022
10.1† Form of Indemnification Agreement between GitLab Inc. and each of directors and executive officers
S-1 333-259602 10.1 9/17/2021
10.2† GitLab Inc. 2015 Equity Incentive Plan and related form agreements
S-1 333-259602 10.2 9/17/2021
10.3† GitLab Inc. 2021 Equity Incentive Plan and related form agreements
10-K 001-40895 10.3 3/26/2024
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10.4† GitLab Inc. 2021 Employee Stock Purchase Plan
10-Q 001-40895 10.4 6/7/2022
10.5† Form of Offer Letter between GitLab Inc. and each of its named executive officers
S-1/A 333-259602 10.5 10/4/2021
10.6†‡ Form of Global Performance Stock Unit Award Agreement
10-Q 001-40895 10.6 9/7/2022
10.7† GitLab Inc. Amended and Restated Separation Benefit Plan
8-K 001-40895 10.1 6/25/2024
10.8† Offer Letter by and between GitLab Inc. and William Staples
X
19.1 GitLab Inc. Insider Trading Policy
X
21.1 List of Subsidiaries
X
23.1 Consent of KPMG LLP, independent registered public accounting firm
X
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 GitLab Inc. Policy Relating to Recovery of Erroneously Awarded Compensation
10-K 001-40895 97.1 3/26/2024
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). X
† Indicates management contract or compensatory plan.
‡ Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
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* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the re gistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GITLAB INC.
Date: March 21, 2025
By: /s/ William Staples
Name: William Staples
Title: Chief Executive Officer
Date: March 21, 2025
By: /s/ Brian Robins
Name: Brian Robins
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Robins and Robin Schulman, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any an d all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ William Staples Chief Executive Officer March 21, 2025
William Staples (principal executive officer)
/s/ Brian Robins Chief Financial Officer March 21, 2025
Brian Robins (principal financial officer and the interim principal accounting officer)
/s/ Sytse Sijbrandij Director
March 21, 2025
Sytse Sijbrandij
/s/ Sundeep Bedi Director March 21, 2025
Sundeep Bedi
/s/ Karen Blasing Director March 21, 2025
Karen Blasing
/s/ Sue Bostrom Director March 21, 2025
Sue Bostrom
/s/ David Henshall Director March 21, 2025
David Henshall
/s/ Matthew Jacobson Director March 21, 2025
Matthew Jacobson
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/s/ Merline Saintil Director March 21, 2025
Merline Saintil
/s/ Godfrey Sullivan Director March 21, 2025
Godfrey Sullivan
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