Gitlab Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) GitLab Inc. Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited) October 31, 2025 (1) January 31, 2025 (1) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 224,231 $ 227,649 Short-term investments 980,077 764,728 Accounts receivable, net of allowance for doubtful accounts of $ 1,080 and $ 991 as of October 31, 2025 and January 31, 2025, respectively 221,140 264,565 Deferred contract acquisition costs, current 36,522 38,964 Prepaid expenses and other current assets 44,979 40,411 Total current assets 1,506,949 1,336,317 Property and equipment, net 10,193 4,013 Goodwill 16,919 16,139 Intangible assets, net 11,789 17,834 Deferred contract acquisition costs, non-current 20,288 20,142 Other non-current assets 4,701 4,818 TOTAL ASSETS $ 1,570,839 $ 1,399,263 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 9,187 $ 7,519 Accrued expenses and other current liabilities 58,406 54,680 Accrued compensation and benefits 33,402 40,233 Deferred revenue, current 464,813 442,599 Total current liabilities 565,808 545,031 Deferred revenue, non-current 28,977 26,369 Other non-current liabilities 8,057 6,557 TOTAL LIABILITIES 602,842 577,957 Commitments and contingencies (Note 13) STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0000025 par value; 50,000 shares authorized; no shares issued and outstanding as of October 31, 2025 and January 31, 2025 — — Class A Common stock, $ 0.0000025 par value; 1,500,000 shares authorized; 149,723 and 144,444 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively — — Class B Common stock, $ 0.0000025 par value; 250,000 shares authorized; 18,581 and 19,469 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively — — Additional paid-in capital 2,141,732 1,952,031 Accumulated deficit ( 1,220,973 ) ( 1,167,614 ) Accumulated other comprehensive income (loss) 1,956 ( 8,508 ) Total GitLab stockholders’ equity 922,715 775,909 Noncontrolling interests 45,282 45,397 TOTAL STOCKHOLDERS’ EQUITY 967,997 821,306 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,570,839 $ 1,399,263 ___________ (1) As of October 31, 2025 and January 31, 2025, the condensed consolidated balance sheet includes assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu ” ), of $ 41.6 million and $ 46.5 million, respectively, and liabilities of $ 7.2 million and $ 10.3 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 10. Joint Venture” for further discussion. The accompanying notes are an integral part of these condensed consolidated finan cial statements. 5 Table of Contents GitLab Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Revenue: Subscription—self-managed and SaaS $ 223,262 $ 175,257 $ 630,427 $ 489,617 License—self-managed and other 21,091 20,790 64,395 58,201 Total revenue 244,353 196,047 694,822 547,818 Cost of revenue: Subscription—self-managed and SaaS 25,184 17,170 66,205 47,639 License—self-managed and other 7,037 4,955 19,556 14,632 Total cost of revenue 32,221 22,125 85,761 62,271 Gross profit 212,132 173,922 609,061 485,547 Operating expenses: Sales and marketing 104,974 95,340 322,144 285,542 Research and development 68,715 61,354 205,613 176,767 General and administrative 50,799 45,960 146,621 146,615 Total operating expenses 224,488 202,654 674,378 608,924 Loss from operations ( 12,356 ) ( 28,732 ) ( 65,317 ) ( 123,377 ) Interest income 11,704 12,586 34,077 37,443 Other income (expense), net ( 6,334 ) 4,799 ( 17,216 ) 5,170 Loss before income taxes ( 6,986 ) ( 11,347 ) ( 48,456 ) ( 80,764 ) Provision for (benefit from) income taxes 1,811 ( 39,152 ) 6,595 ( 65,330 ) Net income (loss) $ ( 8,797 ) $ 27,805 $ ( 55,051 ) $ ( 15,434 ) Net loss attributable to noncontrolling interest ( 521 ) ( 1,298 ) ( 1,692 ) ( 2,216 ) Net income (loss) attributable to GitLab $ ( 8,276 ) $ 29,103 $ ( 53,359 ) $ ( 13,218 ) Net income (loss) per share attributable to GitLab Class A and Class B common stockholders: Basic $ ( 0.05 ) $ 0.18 $ ( 0.32 ) $ ( 0.08 ) Diluted $ ( 0.05 ) $ 0.17 $ ( 0.32 ) $ ( 0.08 ) Weighted-average shares used to compute net income (loss) per share attributable to GitLab Class A and Class B common stockholders: Basic 167,407 161,317 165,965 159,756 Diluted 167,407 167,436 165,965 159,756 The accompanying notes are an integral part of these condensed consolidated finan cial statements. 6 Table of Contents GitLab Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Net Income (loss) $ ( 8,797 ) $ 27,805 $ ( 55,051 ) $ ( 15,434 ) Foreign currency translation adjustments 1,751 ( 5,792 ) 10,070 ( 8,348 ) Net change in unrealized gains on available-for-sale securities 1,786 682 614 581 Comprehensive income (loss) including noncontrolling interest $ ( 5,260 ) $ 22,695 $ ( 44,367 ) $ ( 23,201 ) Net loss attributable to noncontrolling interest ( 521 ) ( 1,298 ) ( 1,692 ) ( 2,216 ) Foreign currency translation adjustments attributable to noncontrolling interest 70 611 220 ( 271 ) Comprehensive loss attributable to noncontrolling interest ( 451 ) ( 687 ) ( 1,472 ) ( 2,487 ) Comprehensive income (loss) attributable to GitLab $ ( 4,809 ) $ 23,382 $ ( 42,895 ) $ ( 20,714 ) The accompanying notes are an integral part of these condensed consolidated finan cial statements. 7 Table of Contents GitLab Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands) (unaudited) Three Months Ended October 31, 2025 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 Balances at July 31, 2025 147,834 $ — 18,876 $ — $ 2,080,759 $ ( 1,212,697 ) $ ( 1,511 ) $ 45,031 $ 911,582 Conversion of Class B common stock to Class A common stock 880 — ( 888 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 593 — 8,182 — — — 8,182 Issuance of common stock related to RSUs and PSUs vested 979 — — — — — — — — Common stock withheld related to net share settlement of equity awards ( 11 ) — — — ( 529 ) — — — ( 529 ) Charitable donation of common stock 41 — — — 1,970 — — — 1,970 Vesting of early exercised stock options — — — — 3 — — — 3 Stock-based compensation expense — — — — 51,353 — — 696 52,049 Change in noncontrolling interest ownership — — — — ( 6 ) — — 6 — Other comprehensive income (loss) — — — — — — 3,467 70 3,537 Net loss — — — — — ( 8,276 ) — ( 521 ) ( 8,797 ) Balances at October 31, 2025 149,723 $ — 18,581 $ — $ 2,141,732 $ ( 1,220,973 ) $ 1,956 $ 45,282 $ 967,997 Three Months Ended October 31, 2024 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 Balances at July 31, 2024 136,462 $ — 23,963 $ — $ 1,833,786 $ ( 1,203,609 ) $ 623 $ 45,026 $ 675,826 Conversion of Class B common stock to Class A common stock 3,255 — ( 3,255 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 847 — 7,830 — — — 7,830 Issuance of common stock related to RSUs vested 758 — — — — — — — — Charitable donation of common stock 53 — — — 2,957 — — — 2,957 Vesting of early exercised stock options — — — — 78 — — — 78 Stock-based compensation expense — — — — 47,002 — — 1,040 48,042 Other comprehensive loss — — — — — — ( 5,721 ) 611 ( 5,110 ) Net income (loss) — — — — — 29,103 — ( 1,298 ) 27,805 Balances at October 31, 2024 140,528 $ — 21,555 $ — $ 1,891,653 $ ( 1,174,506 ) $ ( 5,098 ) $ 45,379 $ 757,428 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents GitLab Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands) (unaudited) Nine Months Ended October 31, 2025 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 Balances at January 31, 2025 144,444 $ — 19,469 $ — $ 1,952,031 $ ( 1,167,614 ) $ ( 8,508 ) $ 45,397 $ 821,306 Conversion of Class B common stock to Class A common stock 2,114 — ( 2,122 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 1,235 — 15,471 — — — 15,471 Issuance of common stock under employee stock purchase plan 256 — — — 8,404 — — — 8,404 Repurchases, net of early exercised stock options — — ( 1 ) — — — — — — Issuance of common stock related to RSUs and PSUs vested 2,797 — — — — — — — — Common stock withheld related to net share settlement of equity awards ( 11 ) — — — ( 529 ) — — — ( 529 ) Charitable donation of common stock 123 — — — 5,496 — — — 5,496 Vesting of early exercised stock options — — — — 56 — — — 56 Stock-based compensation expense — — — — 160,711 — — 1,449 162,160 Change in noncontrolling interest ownership — — — — 92 — — ( 92 ) — Other comprehensive income — — — — — — 10,464 220 10,684 Net loss — — — — — ( 53,359 ) — ( 1,692 ) ( 55,051 ) Balances at October 31, 2025 149,723 $ — 18,581 $ — $ 2,141,732 $ ( 1,220,973 ) $ 1,956 $ 45,282 $ 967,997 Nine Months Ended October 31, 2024 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 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 23,110 — ( 23,110 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 1,778 — 17,904 — — — 17,904 Issuance of common stock under employee stock purchase plan 252 — — — 7,932 — — — 7,932 Issuance of common stock related to RSUs vested 2,323 — — — — — — — — Charitable donation of common stock 173 — — — 8,871 — — — 8,871 Vesting of early exercised stock options — — — — 267 — — — 267 Stock-based compensation expense — — — — 138,427 — — 836 139,263 Change in noncontrolling interest ownership — — — — ( 409 ) — — 409 — Other comprehensive loss — — — — — — ( 7,496 ) ( 271 ) ( 7,767 ) Net loss — — — — — ( 13,218 ) — ( 2,216 ) ( 15,434 ) Balances at October 31, 2024 140,528 $ — 21,555 $ — $ 1,891,653 $ ( 1,174,506 ) $ ( 5,098 ) $ 45,379 $ 757,428 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents GitLab Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended October 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss, including amounts attributable to noncontrolling interest $ ( 55,051 ) $ ( 15,434 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense, net of amounts capitalized 161,793 139,263 Change in fair value of acquisition related contingent consideration — 3,750 Charitable donation of common stock 5,496 8,871 Amortization of intangible assets 6,050 5,931 Depreciation expense 2,184 2,361 Amortization of deferred contract acquisition costs 40,747 35,650 Net amortization of premiums or discounts on short-term investments ( 7,346 ) ( 12,933 ) Unrealized foreign exchange loss (gain), net 13,386 ( 5,443 ) Other non-cash expense, net 631 768 Changes in assets and liabilities: Accounts receivable 46,315 ( 31,658 ) Prepaid expenses and other current assets ( 4,290 ) 2,497 Deferred contract acquisition costs ( 36,328 ) ( 35,706 ) Other non-current assets 414 851 Accounts payable 812 33 Accrued expenses and other current liabilities 1,862 ( 240,614 ) Accrued compensation and benefits ( 7,895 ) ( 8,815 ) Deferred revenue 17,500 34,503 Other non-current liabilities 819 ( 11,068 ) Net cash provided by (used in) operating activities 187,099 ( 127,193 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments ( 798,283 ) ( 503,394 ) Proceeds from maturities of short-term investments 589,527 524,862 Proceeds from sales of short-term investments 1,367 — Additions to property and equipment ( 6,854 ) ( 2,608 ) Payments for business combination, net of cash acquired — ( 20,210 ) Payments for asset acquisition — ( 7,660 ) Other investing activities — 457 Net cash used in investing activities ( 214,243 ) ( 8,553 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases 15,457 17,895 Issuance of common stock under employee stock purchase plan 8,404 7,932 Payments for taxes related to net share settlement of equity awards ( 529 ) — Settlement of acquisition related contingent cash consideration — ( 4,900 ) Net cash provided by financing activities 23,332 20,927 Impact of foreign exchange on cash and cash equivalents 394 3,455 Net decrease in cash and cash equivalents ( 3,418 ) ( 111,364 ) Cash and cash equivalents at beginning of period 227,649 287,996 Cash and cash equivalents at end of period $ 224,231 $ 176,632 Supplemental disclosure of cash flow information: Cash paid (refunds) for income taxes related to the bilateral advance pricing agreement $ ( 2,451 ) $ 187,735 Other cash paid for income taxes $ 1,157 $ 2,585 Supplemental disclosure of non-cash investing and financing activities: Unpaid property and equipment in accounts payable and accrued expenses $ 990 $ 377 Stock-based compensation capitalized as internal-use software cost $ 367 $ — The accompanying notes are an integral part of these condensed consolidated finan cial statements. 10 Table of Contents GitLab Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 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. 11 Table of Contents 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Fiscal Year The Company's fiscal year ends on January 31. For example, references to fiscal year 2026 and 2025 refer to the fiscal year ending January 31, 2026 and the fiscal year ended January 31, 2025, respectively. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, taxation of intangible property in company formation, merger, or acquisition transactions, 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 condensed consolidated financial statements include 100% of the accounts of wholly owned subsidiaries as well as a variable interest entity for which the Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation. Summary of Significant Accounting Policies There were no significant changes to the Company’s significant accounting policies disclosed in “Note 2” of the Company’s Annual Report on Form 10-K f or the fiscal year ended January 31, 2025. 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 condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets. 12 Table of Contents The Company presents financial information about geographical mix of revenue in “ Note 3. Revenues” of the condensed consolidated financial statements. Revision of Previously Issued Condensed Consolidated Financial Statements As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, in connection with the Consolidated Financial Statements as of and for the fiscal year 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 condensed consolidated financial statements were immaterial. However, the Company has revised the prior-period condensed consolidated financial statements to correct these errors. The following tables summarize the revisions of previously-issued condensed consolidated financial statements (in thousands) for the periods presented: Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Loss Three Months Ended October 31, 2024 Nine Months Ended October 31, 2024 As Previously Reported Adjustment As Revised As Previously Reported Adjustment As Revised Other income, net $ 4,992 $ ( 193 ) $ 4,799 $ 5,457 $ ( 287 ) $ 5,170 Loss before income taxes ( 11,154 ) ( 193 ) ( 11,347 ) ( 80,477 ) ( 287 ) ( 80,764 ) Benefit from income taxes ( 39,421 ) 269 ( 39,152 ) ( 66,131 ) 801 ( 65,330 ) Net income (loss) $ 28,267 $ ( 462 ) $ 27,805 $ ( 14,346 ) $ ( 1,088 ) $ ( 15,434 ) Net income (loss) attributable to GitLab 29,565 ( 462 ) 29,103 ( 12,130 ) ( 1,088 ) ( 13,218 ) Foreign currency translation adjustments ( 5,637 ) ( 155 ) ( 5,792 ) ( 8,183 ) ( 165 ) ( 8,348 ) Comprehensive income (loss) attributable to GitLab $ 23,999 $ ( 617 ) $ 23,382 $ ( 19,461 ) $ ( 1,253 ) $ ( 20,714 ) Impacted financial statement line items appearing in the Company’s condensed 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 condensed consolidated statements of cash flows. Accordingly, a revision table for the condensed consolidated statement of cash flows is not included. Recently Issued Accounting Standards Not Yet Adopted In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (“Subtopic 350-40”): Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the guidance in ASC 350-40 to reflect that software is not always developed in a linear manner, removing all references to development stages and adding new guidance on how to evaluate whether the probable-to-complete threshold has been met. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements. 13 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): Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Subscription—self-managed and SaaS $ 223,262 91 % $ 175,257 89 % $ 630,427 91 % $ 489,617 89 % Subscription—self-managed 146,379 60 118,525 60 417,329 59 333,744 61 SaaS 76,883 31 56,732 29 213,098 32 155,873 28 License—self-managed and other $ 21,091 9 % $ 20,790 11 % $ 64,395 9 % $ 58,201 11 % License—self-managed 15,525 7 16,655 9 48,696 7 47,294 9 Professional services and other 5,566 2 4,135 2 15,699 2 10,907 2 Total revenue $ 244,353 100 % $ 196,047 100 % $ 694,822 100 % $ 547,818 100 % 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): Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 United States $ 201,391 $ 159,013 $ 572,861 $ 445,896 Europe 37,118 32,397 106,357 88,938 Asia Pacific 5,844 4,637 15,604 12,984 Total revenue $ 244,353 $ 196,047 $ 694,822 $ 547,818 Deferred Revenue During the three and nine months ended October 31, 2025 , $ 193.4 million and $ 372.2 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. During the three and nine months ended October 31, 2024, $ 145.0 million and $ 276.6 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the periods presented. Remaining Performance Obligations As of October 31, 2025, the aggregate transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $ 1.0 billion. As of October 31, 2025, the Company expects to recognize approximately 64 % over the next 12 months and 89 % over the next 24 months. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At 14 Table of Contents times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions or corporations that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company maintains allowances for potential credit losses on accounts receivable when deemed necessary. The Company uses various distribution channels. As of October 31, 2025, two channel partners represented 18 % and 12 % of the accounts receivable balance, respectively, while as of January 31, 2025, two channel partners represented 11 % and 12 % of the acc ounts receivable balance, respectively. There were no individual customers whose balance represented more than 10% of accounts receivable as of October 31, 2025 and January 31, 2025. There were no individual customers whose revenue represented more than 10% of total revenue during the three and nine months ended October 31, 2025 an d 2024 . 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 October 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level 1: Cash equivalents Money market funds $ 139,742 $ — $ — $ 139,742 Level 2: Cash equivalents U.S. Treasury securities 9,976 3 — 9,979 Total cash equivalents (1) 149,718 3 — 149,721 Short-term investments Commercial paper 17,031 3 ( 2 ) 17,032 Corporate debt securities 286,065 568 ( 50 ) 286,583 U.S. Agency securities 72,482 80 ( 9 ) 72,553 U.S. Treasury securities 603,372 630 ( 93 ) 603,909 Total short-term investments 978,950 1,281 ( 154 ) 980,077 Level 2 total 988,926 1,284 ( 154 ) 990,056 Total cash equivalents and short-term investments $ 1,128,668 $ 1,284 $ ( 154 ) $ 1,129,798 (1) Included in “cash and cash equivalents” in our condensed consolidated balance sheet as of October 31, 2025, in addition to cash of $ 74.5 million. 15 Table of Contents 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 condensed consolidated balance sheet as of January 31, 2025, in addition to cash of $ 94.1 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. As of October 31, 2025 and January 31, 2025, the Company did not have any Level 3 financial instruments. The Company uses the specific-identification method to determine any realized gains or losses from the sale of the Company’s short-term investments classified as available-for-sale. For the periods presented, the Company did not have any material realized gains or losses as a result of maturities or sales of short-term investments. During the three and nine months ended October 31, 2025 , the Company recorded $ 11.7 million and $ 34.1 million of interest income on cash and cash equivalents and short-term investments, respectively, which includes $ 1.7 million and $ 7.3 million of net amortization of premiums or discounts on short-term investments during the three and nine months ended October 31, 2025, respectively. During the three and nine months ended October 31, 2024 , the Company recorded $ 12.6 million and $ 37.4 million of interest income on cash and cash equivalents and short-term investments, respectively, which includes $ 3.8 million and $ 12.9 million of net amortization of premiums or discounts on short-term investments during the three and nine months ended October 31, 2024 , 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): 16 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 October 31, 2025 U.S. Agency securities $ 13,935 $ ( 8 ) $ 2,005 $ ( 1 ) $ 15,940 $ ( 9 ) Commercial paper 6,624 ( 2 ) — — 6,624 ( 2 ) Corporate debt securities 61,141 ( 48 ) 3,488 ( 2 ) 64,629 ( 50 ) U.S. Treasury securities 146,508 ( 90 ) 12,000 ( 3 ) 158,508 ( 93 ) Total cash equivalents and short-term investments $ 228,208 $ ( 148 ) $ 17,493 $ ( 6 ) $ 245,701 $ ( 154 ) 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 ) The following table classifies the Company’s short-term investments by contractual maturities (in thousands): October 31, 2025 January 31, 2025 Amortized cost Fair Value Amortized cost Fair Value Due within 1 year $ 586,551 $ 587,055 $ 590,193 $ 590,832 Due between 1 year to 2 years 392,399 393,022 174,027 173,896 Total $ 978,950 $ 980,077 $ 764,220 $ 764,728 All available-for-sale securities have been classified as current, based on management’s ability to use the funds in current operations. There w as no inte rest accretion expense for the three and nine months ended October 31, 2025. Interest accretion expense was $ 0.1 million f or both the three and nine months ended October 31, 2024. 5. Supplemental Financial Statement Information Other Income ( Expense), Net Other income (expense), net consisted of the following (in thousands): 17 Table of Contents Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Foreign exchange gains (losses), net $ ( 2,362 ) $ 5,074 $ ( 13,433 ) $ 5,556 Other expense, net ( 3,972 ) ( 275 ) ( 3,783 ) ( 386 ) Total other income (expense), net $ ( 6,334 ) $ 4,799 $ ( 17,216 ) $ 5,170 6. Acquisitions In March 2024, the Company acquired Oxeye Security Limited for $ 20.3 million. The acquisition includes a $ 3.2 million founder holdback payable over three years , recognized as compensation expense. The Company recorded founder holdback compensation expense of $ 0.3 million and $ 0.1 million for the three months ended October 31, 2025 and 2024, respectively, and $ 0.6 million and $ 1.1 million for the nine months ended October 31, 2025 and 2024, respectively, in general and administrative expenses in its condensed consolidated statements of operations. 7. Goodwill and Intangible Assets, Net Goodwill The carrying amount of goodwill was as follows (in thousands): Carrying Amount Balance as of January 31, 2025 $ 16,139 Foreign currency translation adjustments 780 Balance as of October 31, 2025 $ 16,919 There was no goodwill impairment for any periods presented. Intangible Assets Intangible assets, net consisted of the following (in thousands): October 31, 2025 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination (1) $ 16,713 $ ( 8,913 ) $ 7,800 1.4 Developed technology from asset acquisitions 7,660 ( 3,671 ) 3,989 1.6 Total $ 24,373 $ ( 12,584 ) $ 11,789 18 Table of Contents January 31, 2025 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination (2) $ 22,913 $ ( 10,982 ) $ 11,931 2.2 Developed technology from asset acquisitions 7,660 ( 1,757 ) 5,903 2.3 Total $ 30,573 $ ( 12,739 ) $ 17,834 (1) As of October 31, 2025, the Company wrote off $ 6.2 million of fully amortized intangible assets as the technology had become obsolete. (2) The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles. Amortization expense was $ 2.0 million and $ 6.0 million for the three and nine months ended October 31, 2025, respectively, and $ 2.5 million and $ 5.9 million for the three and nine months ended October 31, 2024 , respectively. As of October 31, 2025, future a mortization expense related to the intangibles assets is expected to be as follows (in thousands): Fiscal Years Remainder of 2026 $ 2,014 2027 8,060 2028 1,715 Total future amortization $ 11,789 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 $ 1.4 million and $ 5.3 million for the three and nine months ended October 31, 2025, respectively, and $ 1.1 million and $ 4.1 million for the three and nine months ended October 31, 2024 , respectively. 9. Equity Equity Incentive Plans In September 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor of the Company’s 2015 Equity Incentive Plan (together the “Plans”). 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. 19 Table of Contents 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, 2025 5,896 $ 14.27 5.41 $ 344.8 Options exercised ( 1,235 ) 12.53 Options canceled ( 15 ) 11.83 Options forfeited ( 26 ) 18.45 Balances at October 31, 2025 4,620 $ 14.72 4.12 $ 157.2 Options vested at October 31, 2025 4,440 $ 14.60 4.06 $ 151.6 Options vested and expected to vest at October 31, 2025 4,620 $ 14.72 4.12 $ 157.2 During the three and nine months ended October 31, 2025, the Company recorded $ 3.9 million and $ 13.2 million of stock-based compensation expense related to options, respectively. During the three and nine months ended October 31, 2024, the Company recorded $ 3.1 million and $ 10.0 million of stock-based compensation expense related to options, respectively. As of October 31, 2025, approx imately $ 8.2 million of total unrecognized stock-based compensation relates to the modification of stock options previously granted to the Company’s former CEO. Total unrecognized stock-based compensation cost related to stock options is expected to be recognized over a weighted-average period of 0.5 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures. The following table summarizes the Company’s RSU activity: Number of Shares (in thousands) Weighted- Average grant date fair value Balances at January 31, 2025 8,259 $ 50.64 Granted 5,472 45.24 Vested ( 2,701 ) 49.41 Canceled/forfeited ( 2,168 ) 47.99 Balances at October 31, 2025 8,862 $ 48.32 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 three and nine months ended October 31, 2025, the Company recorded $ 44.4 million and $ 136.4 million of stock-based compensation expense related to RSUs, respectively. During the three and nine months ended October 31, 2024 , the Company recorded $ 40.3 million and $ 117.1 million of stock-based compensation expense related to RSUs, respectively. As of October 31, 2025, approximately $ 399.2 million of total unrecognized compensation cost was related to RSUs granted to team members that is expected to be recognized over a weighted-average 20 Table of Contents period of 2.8 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 During the nine months ended October 31, 2025, the Company granted 0.3 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. U nder the terms of the awards, the recipient may earn between 0 % and 200 % of the original grant. The performance condition s are set to be achieved in fiscal year 2026 through fiscal year 2028 and the service condition must be met on each vest date. The Company has also granted PSUs to executive officers in prior years. During the three and nine months ended October 31, 2025 , the Company recorded a net gain of $ 0.2 million and a net expense of $ 1.1 million, respectively related to PSUs. During the three and nine months ended October 31, 2024, the Company recorded total stock-based compensation expense of $ 0.9 million and $ 1.8 million, respectively. As of October 31, 2025, total unrecognized stock-based compensation expense related to PSUs was $ 3.8 million, which is expected to be recognized over a weighted-average period of 2.5 years. 2021 Employee Stock Purchase Plan (“ESPP”) In September 2021, the Company’s board of directors and its stockholders approved the ESPP and participation of eligible team members. The Company reco rded $ 3.0 million and $ 9.7 million of stock-based compensation expense related to the ESPP during the three and nine months ended October 31, 2025, respectively. The Company rec orded $ 2.5 million and $ 8.6 million of stock-based compensation expense related to the ESPP during the three and nine months ended October 31, 2024, respectively. As of October 31, 2025, approximately $ 16.5 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.6 years. Stock-Based Compensation Expense The Company recognized stock-based compensation expense as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Cost of revenue $ 2,300 $ 1,993 $ 6,490 $ 5,924 Sales and marketing 17,354 17,012 59,395 54,290 Research and development 15,560 14,384 49,029 42,834 General and administrative 16,468 14,653 46,879 36,215 Stock-based compensation expense, net of amounts capitalized 51,682 48,042 161,793 139,263 Capitalized stock-based compensation 367 — 367 — Total stock-based compensation expense (1) $ 52,049 $ 48,042 $ 162,160 $ 139,263 (1) The table above includes stock-based compensation of JiHu. Refer to “Note 10. Joint Venture” for further discussion. 21 Table of Contents The corporate income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation expense was zero for each of the three and nine months ended October 31, 2025 and 2024, 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 2025 and 2024, the Company’s board of directors approved annual donations of 163,555 and 221,195 shares of Class A common stock, respectively, to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation. 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 three and nine months ended October 31, 2025, the Company donated 40,889 shares and 122,667 shares of Class A common stock at fair value to the Foundation, respectively. During the three and nine months ended October 31, 2024, the Company donated 52,940 shares and 173,181 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 $ 2.0 million and $ 5.5 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended October 31, 2025, respectively. The donation expense of $ 3.0 million and $ 8.9 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended October 31, 2024, respectively. 10. Joint Venture 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 October 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 and June 2025, the board of directors of JiHu approved new employee stock option plans (“JiHu 2024 ESOP” and “JiHu 2025 ESOP”, respectively) 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 the JiHu 2022 ESOP, JiHu 2024 ESOP, and JiHu 2025 ESOP (“JiHu ESOPs”). During the three and nine months ended October 31, 2025 , the Company recorded $ 0.7 million and $ 1.4 million of stock-based compensation expense, respectively. During the three and nine months ended 22 Table of Contents October 31, 2024 , t he Company recorded $ 1.0 million stock-based compensation expense and $ 0.8 million stock-based compensation net expense (net of forfeitures), respectively . As of October 31, 2025, approximately $ 4.2 million of total unrecognized compensation cost was related to the JiHu ESOPs that is expected to be recognized over a weighted-average period of 2.6 years. Selected Financial Information Selected financial information of JiHu, post intercompany eliminations, is as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Revenue $ 2,312 $ 1,900 $ 6,371 $ 5,321 Cost of revenue 450 523 1,384 1,542 Gross profit 1,862 1,377 4,987 3,779 Operating expenses: Sales and marketing 1,712 1,805 4,684 4,850 Research and development 473 603 749 970 General and administrative 1,334 1,616 4,258 3,362 Total operating expenses 3,519 4,024 9,691 9,182 Loss from operations ( 1,657 ) ( 2,647 ) ( 4,704 ) ( 5,403 ) Interest income 137 168 457 625 Other income (expense), net 387 ( 342 ) 568 ( 36 ) Net loss before income taxes ( 1,133 ) ( 2,821 ) ( 3,679 ) ( 4,814 ) Provision for income taxes — — 3 — Net loss $ ( 1,133 ) $ ( 2,821 ) $ ( 3,682 ) $ ( 4,814 ) Net loss attributable to noncontrolling interest $ ( 521 ) $ ( 1,298 ) $ ( 1,692 ) $ ( 2,216 ) October 31, 2025 January 31, 2025 Cash and cash equivalents $ 37,386 $ 37,991 Property and equipment, net 536 322 Other assets 3,644 8,185 Total assets $ 41,566 $ 46,498 Total liabilities $ 7,234 $ 10,278 11. Income Taxes On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”) which extended or modified certain corporate tax provisions under the 2017 Tax Cuts and Jobs Act (“TCJA”). The OBBBA modified certain business deductions, including allowing for immediate expensing of U.S. research & development (“R&D”) expenditures, effective in the Company’s current fiscal year. The OBBBA also 23 Table of Contents modified various international tax provisions which were set to change or expire after 2025 under the TCJA. Such modifications, including U.S. taxation of profits derived from foreign operations and associated foreign tax credit limitations, are effective in the Company’s next fiscal year. The immediate expensing of U.S. R&D expenditures had a favorable impact to the Company’s domestic tax liability. The Company will continue to evaluate the impact of the OBBBA on the Company’s condensed consolidated financial statements. For the three and nine months ended October 31, 2025 , the Company recorded income tax expense of $ 1.8 million and $ 6.6 million on pretax loss of $ 7.0 million and $ 48.5 million, respectively . The income tax expense for the three and nine months ended October 31, 2025 was primarily related to the Company’s foreign operations. For the three and nine months ended October 31, 2024, the Company recorded income tax benefit of $ 39.2 million and $ 65.3 million on a pretax loss of $ 11.3 million and $ 80.8 million , respectively. The income tax benefit for the three and nine months ended October 31, 2024 was primarily related to the conclusion of negotiations relating to Bilateral Advance Pricing Agreements (“BAPA”) with the U.S. Internal Revenue Service (“IRS”) and Dutch Tax Authority (“DTA”). The Company executed the BAPA agreements with the IRS and the 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., the Company’s Netherlands subsidiary. Pursuant to the terms in the BAPA, the Company has filed amended returns for the 2018 through 2023 fiscal years. The Company's provision for income taxes is based on its worldwide estimated annualized effective tax rate, except for jurisdictions for which a loss is expected for the year and no benefit can be realized for those losses, jurisdictions for which forecasted pre-tax income or loss cannot be estimated, and the tax effect of discrete items occurring during the period. The tax for jurisdictions that are excluded from the worldwide estimated annual effective tax rate is calculated separately. Under the provisions of ASC 740, Income Taxes, the determination of the Company’s ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining the Company’s ability to recognize its deferred tax assets. As in prior years, the Company maintained that it was not more likely than not that the Company could recognize deferred tax assets in certain jurisdictions. All attributes agreed upon in the BAPA, including U.S. federal and state tax net operating losses (“NOLs”) and credits, as well as Netherlands NOLs, are not yet recognized due to the determination that they are not more likely than not to be realized. The evidence evaluated by the Company included operating results during the most recent three-year period and future projections. More weight was given to historical results than to expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets. As of October 31, 2025 , unrecognized tax benefits were $ 30.2 million, of which $ 10.4 million would affect the effective tax rate if recognized. As of January 31, 2025, the unrecognized tax benefits were $ 25.6 million, of which $ 9.5 million would affect the effective tax rate if recognized. The Company is unable to reasonably estimate the timing of the remaining long-term payments or the amount by which the liability will increase or decrease. It is the Company's policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties were $ 6.6 million as of October 31, 2025 and $ 5.3 million as of January 31, 2025, respectively. 24 Table of Contents As of October 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 recently negotiated BAPA. The Company believes that it has adequately reserved for the outcome of the BAPA. The Company regularly assesses the likelihood of adverse outcomes resulting from all existing and potential examinations to determine the adequacy of its provision for income taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. 12. Net 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): Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Numerator: Net income (loss) attributable to GitLab $ ( 8,276 ) $ 29,103 $ ( 53,359 ) $ ( 13,218 ) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to GitLab Class A and Class B common stockholders, basic 167,407 161,317 165,965 159,756 Effect of dilutive securities: Stock options — 4,897 — — RSUs — 1,102 — — ESPP — 98 — — Common stock in connection with business combination — 22 — — Weighted-average shares used to compute net income (loss) per share attributable to GitLab Class A and Class B common stockholders, diluted 167,407 167,436 165,965 159,756 Net income (loss) per share attributable to GitLab Class A and Class B common stockholders, basic $ ( 0.05 ) $ 0.18 $ ( 0.32 ) $ ( 0.08 ) Net income (loss) per share attributable to GitLab Class A and Class B common stockholders, diluted $ ( 0.05 ) $ 0.17 $ ( 0.32 ) $ ( 0.08 ) 25 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 October 31, 2025 October 31, 2024 Shares subject to outstanding common stock options 4,620 — Unvested restricted stock in connection with business combination — 2 Unvested RSUs and PSUs 9,344 6,377 Shares subject to the ESPP 133 219 Total 14,097 6,598 13. Commitments and Contingencies Contractual Obligations and Commitments The Company’s purchase oblig ations of $ 242.6 million as of October 31, 2025 , represent third-party non-cancelable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements. During the nine months ended October 31, 2025, we entered into two new cloud infrastructure agreements. The first is a five-year agreement with $ 130 million in total minimum commitments, with annual amounts ranging from $ 17.3 million to $ 36.3 million. The second is a one-year contract with $ 42.5 million in annual minimum commitments. 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 October 31, 2025 and January 31, 2025, the estimated liability relating to these matters was $ 1.6 million and $ 1.4 million recorded in other non-current liabilities on the condensed consolidated balance sheets, respectively. Warranties and Indemnifications The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the condensed consolidated financial statements. In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these 26 Table of Contents 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. 24-cv-06244-EKL (“Dolly”), naming the Company and certain of its 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, among other things, 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 moved to dismiss the second amended complaint in April 2025. On August 14, 2025, the court granted the Company’s motion to dismiss with leave for the Plaintiff to amend and refile a third amended complaint. On September 8, 2025, the Plaintiff filed a stipulation stating that he had decided not to file an amended complaint or to appeal the motion to dismiss order, and asked the Court to dismiss his claims with prejudice and enter final judgment in favor of the defendants. Three 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. 25-cv-01597 (“Preciado”); on February 19, 2025 in the United States District Court for the Northern District of California, captioned Jones v. Sijbrandij et al., Case No. 25-cv-01735 (“Jones”); and on March 28, 2025 in the United States District Court for the Northern District of California, captioned Lianto v. Sijbrandij et al., Case No. 25-cv-02924 (“Lianto”). Each of the three 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 and Lianto complaints purport 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. As of May 2025, proceedings in each of these three putative shareholder derivative cases have been stayed during the pendency of the Dolly matter. Based on the preliminary nature of the proceedings in these derivative actions, the outcomes remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. In addition to the shareholder matters described above, the Company is, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that in the opinion of management, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition or operating results. Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. 27 Table of Contents 14. Subsequent Event On November 25, 2025, the Company entered into a Right of First Refusal Agreement (the “Agreement”) with Kilo Code, Inc. (“Kilo”), an affiliate of Sytse Sijbrandij, the executive chair of the Company’s Board of Directors. The Company's Audit Committee reviewed and approved the Agreement. The Agreement grants the Company a right of first refusal, for certain cash consideration, if Kilo receives a bona fide third-party acquisition proposal that it intends to accept or negotiate exclusively before August 24, 2026. The Company has 10 business days after receiving the offer to exercise its right to pursue the transaction on substantially matching terms. If the Company declines, Kilo may proceed with the third party. 28 Table of Contents