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Item 8. Financial Statements and Supplementary Data

2026-03-17 compared with 2025-03-21 · 378 added, 476 removed, 799 unchanged (52% of the section changed)

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

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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.

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

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.

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company recognized self-managed subscription revenue and self-managed license revenue of $568.5 million and $68.9 million , respectively, for the year ended January 31, 2026.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on relative SSPs.

For the license and subscription components of self-managed arrangements, the Company utilizes an expected cost-plus margin approach that considers historical development costs for licensed features and estimated cost to provide support, maintenance, and software to determine SSP.

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.

We performed a sensitivity analysis to determine the key assumptions used to determine SSP, which required challenging auditor judgment.

Specifically, challenging and subjective auditor judgment was required to evaluate the estimated costs of development and life of software assumptions used to determine the historical development costs for licensed features in the expected cost-plus margin approach.

Additionally, the estimate of SSP was sensitive to variation in these key assumptions.

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 design and tested the operating effectiveness of certain internal controls related to 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 assessed the reasonableness of the key assumptions by comparing them to historical data, internal data and relevant peer data, where available.

We evaluated the data utilized by management to estimate the cost of development assumption by examining a selection of requests to merge code and interviewing the Company’s engineering team.

We evaluated the data utilized by management to estimate the life of software assumption by examining a selection of code changes and interviewing the Company’s engineering team.

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

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March 17, 2026

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Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, 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.

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, 2026 and 2025, 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, 2026, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated March 17, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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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.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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March 17, 2026

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Consolidated Balance Sheets

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Property and equipment, net 11,815 4,013

Operating lease right-of-use assets 381 405

Goodwill 17,379 16,139

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Preferred stock, $ 0.0000025 par value;

50,000 shares authorized as of January 31, 2025 and January 31, 2024;

50,000 shares authorized;

no shares issued and outstanding as of January 31, 2026 and January 31, 2025

Class A Common stock, $ 0.0000025 par value;

1,500,000 shares authorized as of January 31, 2025 and January 31, 2024;

1,500,000 shares authorized;

153,336 and 144,444 shares issued and outstanding as of January 31, 2026 and January 31, 2025, respectively

Class B Common stock, $ 0.0000025 par value;

250,000 shares authorized as of January 31, 2025 and January 31, 2024;

250,000 shares authorized;

16,732 and 19,469 shares issued and outstanding as of January 31, 2026 and January 31, 2025, respectively

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,722,747 $ 1,399,263

(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.

(1) As of January 31, 2026 and January 31, 2025, the consolidated balance sheets include assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu ” ), of $ 41.0 million and $ 46.5 million, respectively, and liabilities of $ 7.1 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.

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

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Consolidated Statements of Operations

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Other income (expense), net ( 23,291 ) 9,187 ( 12,241 )

Loss before income taxes and loss from equity method investment

( 85,793 ) ( 160,567 ) ( 175,294 )

Loss before income taxes ( 48,065 ) ( 85,793 ) ( 160,567 )

Loss from equity method investment, net of tax — — ( 3,824 )

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$ ( 0.34 ) $ ( 0.04 ) $ ( 2.76 )

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

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

166,792 160,580 154,283

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

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

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Consolidated Statements of Comprehensive Loss

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Foreign currency translation adjustments 15,082 ( 11,934 ) ( 3,937 )

Net change in unrealized gains (losses) on available-for-sale securities 371 5,000 ( 4,855 )

Net change in unrealized gains on available-for-sale securities 933 371 5,000

Comprehensive loss including noncontrolling interest $ ( 42,549 ) $ ( 20,682 ) $ ( 428,473 )

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Comprehensive loss attributable to GitLab $ ( 40,571 ) $ ( 17,232 ) $ ( 422,452 )

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

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

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Consolidated Statements of Stockholders’ Equity

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Shares Amount Shares Amount

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Conversion of Class B common stock to Class A common stock 4,573 — ( 4,580 ) — — — — — —

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

Issuance of common stock related to vested exercised stock options — — 1,844 — 21,795 — — — 21,795

Issuance of common stock under employee stock purchase plan 415 — — — 13,975 — — — 13,975

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

Repurchases, net of early exercised stock options — — ( 1 ) — — — — — —

Issuance of common stock related to RSUs and PSUs vested 3,761 — — — — — — — —

Common stock withheld related to net share settlement of equity awards ( 21 ) — — — ( 945 ) — — — ( 945 )

Charitable donation of common stock 164 — — — 7,093 — — — 7,093

Vesting of early exercised stock options — — — — 56 — — — 56

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Stock-based compensation expense — — — — 213,264 — — 2,253 215,517

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

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Consolidated Statements of Cash Flows

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Net loss, including amounts attributable to noncontrolling interest $ ( 58,564 ) $ ( 9,119 ) $ ( 429,536 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation expense, net of amounts capitalized 214,951 185,899 163,049

Change in fair value of acquisition related contingent consideration — 3,750 —

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Amortization of intangible assets 8,065 8,126 2,167

Depreciation expense 2,860 4,368 3,231

Depreciation and amortization 3,280 2,860 4,368

Amortization of deferred contract acquisition costs 54,886 49,714 43,463

Gain from deconsolidation of Arch, formerly Meltano — — ( 17,798 )

Loss from equity method investment — — 3,824

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Proceeds from maturities of short-term investments 753,666 708,382 734,007

Purchases of property and equipment ( 3,765 ) ( 1,598 ) ( 6,070 )

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

Proceeds from sales of short-term investments 1,367 — —

Additions to property and equipment ( 10,827 ) ( 3,765 ) ( 1,598 )

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

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Issuance of common stock under employee stock purchase plan 13,975 13,556 12,933

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

Payments for taxes related to net share settlement of equity awards ( 945 ) — —

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

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Impact of foreign exchange on cash and cash equivalents 1,546 1,498 ( 3,943 )

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

Net increase (decrease) in cash and cash equivalents 1,927 ( 60,347 ) ( 9,906 )

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

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Supplemental disclosure of cash flow information:

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

Cash paid (refunds) for income taxes related to the bilateral advance pricing agreement $ ( 2,479 ) $ 187,735 $ —

Other cash paid for income taxes $ 4,765 $ 3,095 $ 6,903

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Vesting of early exercised stock options $ 56 $ 341 $ 1,234

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.

Unpaid property and equipment in accounts payable and accrued expenses $ ( 189 ) $ 247 $ —

Stock-based compensation capitalized as internal-use software cost $ 566 $ — $ —

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

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Notes to Consolidated Financial Statements

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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.

The Company is a technology company and its primary offering is “GitLab”, an intelligent orchestration platform for DevSecOps delivered as a single application.

GitLab is used by a wide range of organizations.

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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.

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Basis of Presentation and Summary of Significant Accounting Policies

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, 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.

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, realizability of deferred income tax assets, reserves for unrecognized income tax benefits, and impairment of goodwill and long-lived assets.

The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events.

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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 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.

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For the years ended January 31, 2026 , 2025 and 2024 , the Company recognized foreign translation adjustments of $ 15.1 million, $( 11.9 ) million and $( 3.9 ) million, respectively.

Cash, Cash Equivalents, and Restricted Cash

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Cash and Cash Equivalents

Cash and cash equivalents as of January 31, 2026 and 2025, 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

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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).

Unrealized gains and losses are reported as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheet.

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.

Interest on securities classified as available-for-sale is included within interest income on the 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.

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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.

As of January 31, 2026 and 2025 , the allowance for doubtful accounts was $ 1.0 million.

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.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, 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

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.

The Company believes that the financial institutions or corporations that hold its cash, cash equivalents, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances.

The Company uses various distribution channels partners.

As of January 31, 2026, two of these channel partners represented 17 % and 13 % of the accounts receivable balance, respectively, while as of January 31, 2025, two channel partners re presented 11 % and 12 % of the accounts receivable balance,

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respectively.

There were no individual customers whose balance represented more than 10% of accounts receivable as of January 31, 2026 and January 31, 2025.

There were no individual customers whose revenue represented more than 10% of total revenue during the years ended January 31, 2026 , 2025 and 2024 .

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The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature.

The Company also recorded acquisition related contingent considerations at fair value, as further discussed in “Note 4.

The Company also recorded acquisition related contingent considerations at fair value in prior years, as further discussed in “Note 4.

Cash Equivalents and Short-Term Investments.”

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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

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

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 .

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

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.

Revenue is primarily derived from software arrangements, which include self-managed (on-premise) and SaaS offerings, with additional revenue from professional services.

Software arrangements typically range from one to three years and are generally non-refundable and non-cancelable.

Revenue is recognized when control of promised goods or services transfers to customers in an amount that reflects the consideration we expect to receive, net of any applicable value added or sales tax collected on behalf of governmental authorities.

Performance Obligation:

Self-managed offerings include two performance obligations:

(i) a software license providing the right to take possession and use proprietary features, and (ii) a subscription providing support, maintenance, and software updates on a when-and-if-available basis.

SaaS offerings provide the right to access hosted software and support, which together represent a single performance obligation.

Professional services, including consulting, implementation, and training, are identified as distinct performance obligations and are recognized as revenue as the services are performed.

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Transaction Price Allocation:

For contracts with multiple performance obligations, we allocate transaction price based on relative standalone selling prices (SSP).

We determine SSP by maximizing the use of observable standalone sales when available.

When observable prices are unavailable, we estimate SSP considering our overarching pricing objectives and strategies, market and industry conditions, product-specific factors, and historical sales data.

For the license and subscription components of self-managed arrangements, which are never sold separately, we utilize an expected cost-plus margin approach that considers historical development costs for licensed features and estimated cost to provide support, maintenance, and software updates to determine SSP.

Subscription revenue (self-managed subscription and SaaS) is recognized ratably over the contractual term, beginning when our services are made available to customers.

License revenue (self-managed license) is recognized at the point in time when control of the license transfers to the customer.

Professional services revenue is recognized as services are performed.

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

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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.

Deferred revenue consists primarily of payments received and accounts receivable recorded in advance of revenue recognition.

The Company primarily invoices customers annually in advance.

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 recorded when the value of revenue recognized exceeds the amount invoiced for a contract.

Contract assets are included in prepaid expenses and other current assets on the consolidated balance sheets.

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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.

Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods.

As of January 31, 2026, the remaining performance obligations for which revenue has not yet been recognized was appr oximately $ 1,135.8 million.

Of this amount, the Company expects to recognize approximately 63 % over the next 12 months and 89 % 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.

Sales commissions that are recoverable and incremental costs of obtaining customer contracts are capitalized and amortized as sales and marketing expenses in the consolidated statements of operations.

Commissions paid upon the acquisition of an initial contract are amortized over an estimated period of benefit of 3 years based on historical customer life and technology lifecycle analysis.

Commissions paid on contract renewals are amortized over the respective renewal term.

Deferred commissions are amortized on a straight-line basis, except for commissions related to self-managed license performance

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obligations, which are amortized 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.

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Cost of Revenue

Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, personnel-related costs associated with our customer

support personnel, including contractors, third-party payment processing fees, and allocated overhead.

Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, personnel-related costs associated with our customer support personnel, including contractors, third-party payment processing fees, and allocated overhead.

Personnel-related expenses consist of salaries, benefits, bonuses, and stock-based compensation.

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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

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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.

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

The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.

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.

The Company records a provision for (benefit from) income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.

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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

were more likely than not to be realized in the future.

The Company accounts for the effects of changes in tax laws in the period of enactment.

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

Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law.

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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 is required to make judgments regarding the tax treatment of certain transactions and filing positions.

The Company evaluates 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.

The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely to be 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.

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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 .

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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

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.

The Company granted market-condition restricted stock units (“RSUs”) to our Class B common stock to Mr.

Sijbrandij, our Co-founder and former CEO, where fair value was determined using a Monte Carlo valuation model.

Compensation cost for such awards was recognized over the derived service period using the accelerated attribution method, regardless of whether the market condition was achieved.

Refer to "Note 9.

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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.

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 mo del.

Beginning with the June 2025 offering period we calculate the ESPP volatility input using our own historical stock price volatility as we have enough public trading history.

Previously we used peer group volatility and transitional blended approaches.

Since fiscal year 2023, JiHu has maintained an employee stock option plan ("JiHu 2022 ESOP") for its employees.

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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.

The Company grants performance stock units (“PSUs”) to senior members of its management team with vesting contingent upon the achievement of specified performance targets and continuous service through the applicable vesting dates.

The fair value of PSUs is measured at the market price of the Company's Class A common stock on the grant date.

Compensation cost is recognized using the graded-vesting method over the requisite service period, limited to awards expected to vest based on the probability of achieving the underlying performance conditions, which management reassesses 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’s primary offering is GitLab, an intelligent orchestration platform for DevSecOps 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.

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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.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

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Business Combination

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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.

Any change in the fair value adjustment is recorded in general and administrative expenses in the consolidated statements of operations.

Property and Equipment, Net

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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 .

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.

The Company depreciates computer and office equipment over two years .

Costs related to software developed to meet the Company's internal requirements that are incurred during the application development stage are capitalized and amortized on a straight-line basis over an estimated useful life, which is typically three years .

Amortization is recorded in general and administrative and sales and marketing expenses consistent with the primary function of the related software.

All other costs, including those related to preliminary project and post-implementation activities, are expensed as incurred.

Impairment of Long-lived Assets

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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.

No impairment was recorded during the years ended January 31, 2026 , 2025 and 2024.

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.

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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’s proportionate share of the net loss resulting from the investment is reported under loss from equity method investment, net of tax in the 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.

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Joint Venture and Equity Method Investment” for more information.

Revision of Previously Issued Consolidated Financial Statements

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

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

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

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

Consolidated Balance Sheet

January 31, 2024

As Previously Reported Adjustment As Revised

CURRENT ASSETS:

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

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

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

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

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

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

TOTAL LIABILITIES 699,927 15,084 715,011

STOCKHOLDERS’ EQUITY:

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

Accumulated other comprehensive income 2,335 63 2,398

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

Noncontrolling interests 46,760 ( 139 ) 46,621

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

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

Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss

Year Ended January 31, 2024

As Previously Reported Adjustment As Revised

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

Loss before income taxes and loss from equity method investment

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

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

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

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

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

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

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

Year Ended January 31, 2023

As Previously Reported Adjustment As Revised

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

Loss before income taxes and loss from equity method investment

( 175,330 ) 36 ( 175,294 )

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

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

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

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

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

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

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

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

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

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

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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,

with early adoption permitted.

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

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities to disclose specific categories within the income tax rate reconciliation using both percentages and reporting currency amounts, income taxes paid disaggregated by federal, state and foreign jurisdictions, and other enhanced income tax disclosures.

The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company a dopted ASU 2023-09 on a prospective basis on February 1, 2025, the first day of fiscal year 2026.

T he adoption resulted in enhanced income tax disclosures in Note 12.

Income Taxes but did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows.

Prior period disclosures have not been restated.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement:

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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.

The Company is currently evaluating the impact on the consolidated financial disclosures.

In September 2025, the FASB issued 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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (“Topic 270”):

Narrow-Scope Improvements, which provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual reporting period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted.

The amendments may be applied on a prospective or retrospective basis.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements:

This update results from the Board's ongoing project to address suggestions received from stakeholders and to make technical corrections, clarifications, and other incremental improvements to GAAP.

This evergreen project facilitates Codification updates for a broad range of ASC topics.

The amendments are not expected to have a significant effect on current accounting practice.

This ASU can be applied using a prospective or retrospective approach and are effective for annual and interim periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the potential impact of this guidance and the timing of adoption.

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Disaggregation of Revenue

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Total revenue $ 955,224 $ 759,249 $ 579,906

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.

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Cash Equivalents and Short-Term Investments

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

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

As of January 31, 2026

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Money market funds $ 152,741 $ — $ — $ 152,741

Cash equivalents

Treasury securities 36,429 8 — 36,437

Total cash equivalents (1)

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Total short-term investments 1,028,878 1,533 ( 84 ) 1,030,327

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

Total cash equivalents and short-term investments $ 1,181,619 $ 1,533 $ ( 84 ) $ 1,183,068

(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.

(1) Included in “cash and cash equivalents” in the consolidated balance sheet as of January 31, 2026, in addition to cash of $ 76.8 million.

As of January 31, 2025

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Treasury securities 36,429 8 — 36,437

Commercial paper 3,962 — ( 1 ) 3,961

Total cash equivalents (1)

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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, 2024, in addition to cash of $ 81.0 million.

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

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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.

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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 January 31, 2026 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.

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Total cash equivalents and short-term investments $ 170,989 $ ( 84 ) $ — $ — $ 170,989 $ ( 84 )

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Less Than 12 Months 12 Months or Greater Total

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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.

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

The Company reassessed the fair values of operational milestones for the years ended January 31, 2025 and 2024.

No changes were recorded in 2024, but the Company recorded a $ 3.8 million fair value loss in 2025, which was included in general and administrative expenses in the consolidated statement of operations.

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.

The Company had no Level 3 contingent consideration payable as of January 31, 2026 and 2025.

Interest accretion expense was zero , $ 0.1 million and $ 0.2 million for the years ended January 31, 2026 , 2025 and 2024 , respectively.

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Supplemental Financial Statement Information

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Prepaid software subscriptions $ 13,629 $ 10,769

Prepaid expenses for the Company’s events 4,983 1,950

Prepaid income taxes 3,087 6,302

Interest receivable 5,893 4,159

Indirect tax credit receivable (1)

Prepaid insurance 2,776 2,945

Revenue contract asset 2,432 1,910

Other prepaid expenses 6,475 2,888

Interest receivable 10,930 5,893

Revenue contract asset 4,518 2,432

Vendor receivable 1,501 1,951

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 1,000 5,281

Total prepaid expenses and other current assets $ 48,899 $ 40,411

(1) The Company revised prior-period balances.

Refer to “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies”.

Property and Equipment, Net

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Computer and office equipment $ 13,392 $ 6,773

Leasehold improvements 78 1,154

Accumulated depreciation (1)

Capitalized internal-use software development costs 3,342 317

Total property and equipment, gross 16,734 7,090

Accumulated depreciation and amortization (1) (2)

( 4,919 ) ( 3,077 )

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As of January 31, 2026 and January 31, 2025, the Company also wrote off $ 2.1 million and $ 7.2 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.

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

(2) Includes $ 0.4 million and $ 0.3 million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2026 and 2025 , respectively.

Depreciation and amortization expense was $ 3.3 million, $ 2.9 million and $ 4.4 million for the years ended January 31, 2026, 2025 and 2024, respectively.

Included in these amounts was the amortization of capitalized internal-use software development costs of $ 0.1 million, $ 0.1 million, and $ 0.1 million for the years ended January 31, 2026, 2025, and 2024, respectively.

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Accrued Expenses and Other Current Liabilities

2 unchanged sentences

Indirect taxes payable $ 19,068 $ 18,779

$ 18,779 $ 9,971

Accrued expenses 17,897 13,292

Income taxes payable 16,424 13,111

13,111 11,253

Customer refunds payable 6,268 3,019

ESPP employee contributions 2,952 2,955

Operating lease liabilities, current 275 410

Income tax liability related to BAPA (2)

Acquisition related liabilities (1)

Customer refunds payable 743 6,268

Other current liabilities 187 275

Total accrued expenses and other current liabilities $ 58,185 $ 54,680

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

(1) Refer to “Note 6.

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 ”.

Acquisitions ”.

Accrued Com pensation and Benefits

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Restructuring and Other Related Charges”.

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)

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

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2026 2025 2024

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

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

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Total other income (expense), net $ ( 23,291 ) $ 9,187 $ ( 12,241 )

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.

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

and its subsidiary, Rezilion Ltd.

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

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

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

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

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

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

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

The transaction was accounted for as a business combination.

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

Closing cash consideration $ 16,737

Cash held in escrow 3,593

Total consideration $ 20,330

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

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

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

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

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

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

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

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

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

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

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

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

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

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

during the one year measurement period.

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

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

Cash and cash equivalents $ 120

Developed technology 16,276

Goodwill 8,055

Prepaid expenses and other current assets 121

Accrued expenses and payroll ( 3,582 )

Deferred tax liability ( 660 )

Net assets acquired $ 20,330

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

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

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

The goodwill is not deductible for Israeli income tax purposes.

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

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

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

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 $ 0.9 million and $ 1.1 million for the years ended January 31, 2026 and 2025, respectively, in general and administrative expenses in the consolidated statements of operations.

Table of Conte n t s

Goodwill and Intangible Assets, Net

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Balance as of January 31, 2025

Acquisition of Oxeye 8,055

Acquisition measurement period adjustment ( 310 )

Foreign currency translation adjustments

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Developed technology from asset acquisitions 7,660 ( 4,310 ) 3,350 1.3

7,660 ( 1,757 ) 5,903 2.3

Total $ 24,373 $ ( 14,599 ) $ 9,774

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Developed technology from business combination (2)

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

Developed technology from asset acquisitions (1)

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Total $ 30,573 $ ( 12,739 ) $ 17,834

(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.

(1) During the years ended January 31, 2026 and 2025 , the Company wrote off $ 6.2 million and $ 0.9 million, respectively, 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 $ 8.1 million, $ 8.1 million and $ 2.2 million for the years ended January 31, 2026 , 2025 and 2024 , respectively.

Table of Conte n t s

As of January 31, 2026, future a mortization expense related to the intangibles assets is expected to be as follows (in thousands):

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Total contributions to these plans were $ 7.0 million, $ 5.9 million and $ 5.1 million for the years ended January 31, 2026 , 2025 and 2024 , respectively.

In connection with the Company’s initial public offering (the “IPO”), on October 18, 2021, the Company filed a restated certificate of incorporation that authorized the issuance of 1,500,000,000 shares of Class A common stock, 250,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock at $ 0.0000025 par value for each class of shares.

The Company's restated certificate of incorporation authorizes 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.

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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.

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

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Both Plans allow the grantees to early exercise stock options.

Stock Options, RSUs and PSUs

Stock Options and RSUs

The following table summarizes options activity under the Plans, and related information:

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4,011 $ 15.38 4.27 $ 78.6

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.

Stock options granted under the Plans have a maximum contractual term of ten years from the date of grant.

No options were grant ed during the years ended January 31, 2026 , 2025 and 2024 and the aggregate grant-date fair value of options that vested during the years ended January 31, 2026 , 2025 and 2024 was $ 16.7 million, $ 27.6 million and $ 17.9 million, respectively.

The aggregate intrinsic value of options exercised during the years ended January 31, 2026 , 2025 and 2024 was $ 62.2 million, $ 116.2 million and $ 128.8 million, respectively.

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During the years ended January 31, 2026 , 2025 and 2024, the Company recorded $ 16.9 million, $ 15.0 million and $ 17.6 million stock-based compensation expense related to options, respectively.

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

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

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

As of January 31, 2026, approx imately $ 4.5 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 0.3 years.

The expected stock compensation expense remaining to be

Table of Conte n t s

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)

Number of Shares (in thousands) Weighted-

Balances at January 31, 2025 8,259 $ 50.64

4 unchanged sentences

8,505 $ 47.15

(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.

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

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.

The Company grants 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 Company grante d 0.3 million , 0.3 million , and 0.4 million of PSUs in fiscal year 2026, 2025 and 2023, respectively.

The performance condition s for the current PSUs are set to be achieved in fiscal year 2027 through fiscal year 2028.

The service condition must be met on each vest date.

During the years ended January 31, 2026 , 2025 and 2024 , the Company recorded total stock-based compensation expense of $ 0.1 million, $ 3.6 million and $ 1.3 million, respectively.

As of January 31, 2026, total unrecognized stock-based compensation expense related to PSUs was $ 2.2 million, which is expected to be recognized over a weighted-average period of 2.3 years.

Former CEO Restricted Stock Units (“Former CEO RSU”)

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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.

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

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.

Table of Conte n t s

During the year ended January 31, 2026 , the Company’s stock price on the purchase dates of November 28, 2025 and May 30, 2025, respectively, were lower than the Company’s stock price on the previously applicable offering dates.

As a result, the offerings in effect were reset with the lower stock prices becoming the new offering prices and rolled over to new 24-month offering periods.

The resets were treated as modifications resulting in incremental expense totaling $ 5.3 million and $ 4.3 million, respectively, which are being recognized over the remaining requisite service periods as of the dates of each reset.

During the years ended January 31, 2025 and 2024, the Company’s stock price on the purchase dates of May 31, 2024 and 2023, respectively, was lower than the Company’s stock price on the previously applicable offering dates.

As a result, the offerings in effect were reset with the lower stock prices becoming the new offering prices and rolled over to new 24-month offering periods.

The resets were treated as modifications resulting in incremental expense totaling $ 1.0 million and $ 9.4 million, respectively, which are being recognized over the remaining requisite service periods as of the dates of each 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:

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General and administrative 61,917 46,711 37,079

Stock-based compensation expense, net of amounts capitalized 214,951 185,899 163,049

Capitalized stock-based compensation 566 — —

Total stock-based compensation expense (1)

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Joint Venture and Equity Method Investment” for further discussion.

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

The corporate income tax benefit recognized in the consolidated statements of operations for stock-based compensation expense was zero for each of the years ended January 31, 2026 , 2025 and 2024 , respectively.

Table of Conte n t s

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.

In March 2025, the Company’s board of directors approved annual donations of 163,555 shares of Class A common stock to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation.

In March 2024 and 2023, the Company’s board of directors approved annual donations of $ 11.8 million and $ 10.7 million, respectively, of Class A common stock to the Foundation.

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.

During the years ended January 31, 2026, 2025 and 2024, the Company donated 163,555 shares, 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.

The donation expense of $ 7.1 million, $ 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, 2026 , 2025 and 2024 , respectively.

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 incurred restructuring charges of $ 1.6 million, $ 1.9 million and $ 8.0 million for the years ended January 31, 2026 , 2025 and 2024 , respectively, related to organizational realignments and workforce reductions.

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

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Total $ 1,646 $ 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) :

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Balance as of January 31, 2026

Table of Conte n t s

Joint Venture and Equity Method Investment

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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.

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 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

as the grants include a performance condition for the JiHu 2022 ESOP, JiHu 2024 ESOP, and JiHu 2025 ESOP (“JiHu ESOPs”).

During the years ended January 31, 2026 , 2025 and 2024 , the Company recorded $ 2.3 million stock-based compensation expense, $ 1.8 million stock-based compensation expense and $ 1.5 million net gain, respectively.

As of January 31, 2026, approximately $ 2.9 million of total unrecognized compensation cost was related to the JiHu ESOPs that is expected to be recognized over a weighted-average period of 2.4 years.

Selected Financial Information

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Interest income 598 814 1,078

Other income, net 483 858 1,633

Other income (expense), net 147 483 858

Net loss before income taxes ( 5,661 ) ( 6,059 ) ( 8,598 )

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Net loss attributable to noncontrolling interest $ ( 2,608 ) $ ( 2,793 ) $ ( 3,859 )

Table of Conte n t s

January 31, 2026 January 31, 2025

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Property and equipment, net 465 322

Operating lease right-of-use assets 381 405

Other assets 3,342 8,185

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Total liabilities $ 7,086 $ 10,278

(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.

(“Meltano”), or 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 .

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.

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

Arch ceased operations in November 2025.

The Company did not receive any distributions from the liquidation.

Table of Conte n t s

The components of total loss from continuing operations before income taxes are as follows (in thousands):

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Loss before income taxes $ ( 48,065 ) $ ( 85,793 ) $ ( 160,567 )

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

Refer to “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies”.

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

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Foreign 401 ( 10,678 ) 10,339

Total deferred $ ( 10,681 ) $ 9,529 $ 644

$ 401 $ ( 10,681 ) $ 9,529

Provision for (benefit from) income taxes $ 10,499 $ ( 76,674 ) $ 265,145

Table of Conte n t s

Beginning with fiscal year 2026, the Company adopted ASU 2023-09 on a prospective basis.

Basis of Presentation and Summary of Significant Accounting Policies — Recently Adopted Accounting Standards section for additional details.

A reconciliation of the U.S.

federal statutory income tax rate to the Company's effective tax rate for the year ended January 31, 2026 is as follows (in thousands, except percentages):

Tax at federal statutory rate $ ( 10,093 ) 21.0 %

State income taxes, net of federal effect (1)

Foreign tax effects:

Valuation Allowance 1,088 ( 2.3 )

Other 105 ( 0.2 )

1,199 ( 2.5 )

State/provincial tax 1,275 ( 2.6 )

Other 335 ( 0.7 )

Valuation Allowance ( 651 ) 1.4

Other 43 ( 0.1 )

Valuation Allowance ( 1,318 ) 2.7

Other 501 ( 1.0 )

Nondeductible VAT interest and penalties 798 ( 1.6 )

Other 71 ( 0.1 )

Foreign rate differential 627 ( 1.3 )

Tax effect of stock-based compensation ( 2,328 ) 4.8

Other 74 ( 0.1 )

Other foreign jurisdictions:

Effect of cross-border tax laws

Federal effect of foreign DREs 8,240 ( 17.1 )

Foreign tax credit ( 7,414 ) 15.4

Base Erosion and Anti-Abuse Tax 2,307 ( 4.8 )

Other 583 ( 1.2 )

Tax credits ( 3,417 ) 7.1

Effect of changes in tax laws or rate enacted in the current period — —

Change in valuation allowance 5,030 ( 10.5 )

Non-deductible expenses and other:

Non-deductible executive compensation 9,785 ( 20.4 )

Stock-based compensation ( 2,292 ) 4.8

Stock donation 1,490 ( 3.1 )

Other ( 74 ) 0.2

Table of Conte n t s

Changes in unrecognized tax benefits 4,020 ( 8.4 )

Other adjustments 170 ( 0.4 )

Total $ 10,499 ( 21.8 ) %

(1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include New York, Texas, North Carolina, and the District of Columbia.

A reconciliation of the statutory U.S.

federal income tax rate to the Company's effective tax rate is as follows:

federal income tax rate to the Company's effective tax rate for years ended January 31, 2025 and 2024, presented under the disclosure requirements in effect prior to the adoption of ASU 2023-09, is as follows:

Fiscal Year Ended January 31,

2025 2024 (1)

Tax at federal statutory rate 21.0 % 21.0 %

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Total 89.4 % ( 165.1 ) %

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

Refer to “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies”.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

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Deferred contract acquisition costs ( 15,478 ) ( 13,628 )

Table of Conte n t s

Fixed assets ( 336 ) ( 92 )

Unrealized foreign exchange adjustments — ( 10,024 )

Federal effects of disregarded entities ( 9,747 ) ( 9,277 )

1 unchanged sentence

Net deferred tax assets (liabilities) $ ( 38 ) $ 325

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.

As of January 31, 2026, the Company’s federal, state, and foreign net operating loss (“NOL”) carryforwards for income tax purposes were approximately $ 284.8 million, $ 265.0 million, and $ 38.3 million respectively.

The federal NOL carryforwards do not expire as they were generated post Tax Cuts and Jobs Act, where NOLs generated after December 31, 2017 do not expire.

state NOL carryforwards, if not utilized, will begin to expire beginning in fiscal year 2031.

The foreign NOL carryforwards, if not utilized, will begin to expire in 2032.

As of January 31, 2026, the Company had federal foreign tax credit carryforwards of approximately $ 7.4 million.

If not utilized, these foreign tax credit carryforwards will begin to expire in 2035.

There were no foreign tax credit carryforwards as of January 31, 2025.

In addition, the Company had research tax credit carryforwards of approximately $ 22.7 million for federal purposes.

Federal Research & Experimentation (“R&E”) credit, if not utilized, will begin to expire in 2036.

The Company also has research tax credit carryforwards of approximately $ 5.0 million for U.S.

state purposes, which if not utilized, will begin to expire in 2028.

Pursuant to the U.S.

Internal Revenue Code, the NOL and R&E credit could be subject to limitation should the Company experience an owner shift of greater than 50 percent over a 3 year period.

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 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 consolidated financial statements.

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.

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

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

federal and state tax net operating losses (“NOLs”) and credits, as well as Netherlands NOLs, are not yet recognized due to the determination that they are not more likely than not to be realized.

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

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.

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.

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 of the BAPA, the Company has filed amended returns for the 2018 through 2023 fiscal years.

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 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

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reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.

Cash paid for income taxes, net of refunds, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 were as follows (in thousands):

Federal $ ( 859 )

State and local:

All other state and local

United Kingdom

All other foreign

Income taxes, net of amounts refunded $ 2,286

Uncertain Tax Positions

As of January 31, 2026, unrecognized tax benefits were $ 31.3 million, of which $ 10.6 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 future settlements or the amount by which the remaining unrecognized tax benefits will increase or decrease within the next twelve months.

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

2026 2025 (1)

Beginning balance $ 25,570 $ 402,728

Gross increases due to tax positions taken in prior periods 3,356 10,788

Gross decreases due to tax positions taken in prior periods ( 553 ) ( 980 )

Gross increases due to tax position taken in current period 1,203 3,510

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Gross decreases due to lapses in applicable statutes of limitations ( 200 ) —

Effect of foreign exchange gains and losses 1,957 ( 55,148 )

Ending balance $ 31,333 $ 25,570

(1) The prior period unrecognized tax benefit tabular reconciliation has been updated to reflect reclassifications between certain line items to conform to the current period presentation, which had no impact on the total unrecognized tax benefit balance.

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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.

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):

For the years ended January 31, 2026, 2025 and 2024, the Company recognized interest and penalties expense (benefit) of $ 1.7 million, $( 48.2 ) million and $ 53.0 million, respectively, in the provision for income taxes in the consolidated statements of operations.

As of January 31, 2026 and 2025 , the accrued interest and penalties were $ 7.2 million and $ 5.3 million, respectively, in the consolidated balance sheets.

These amounts are not included in the unrecognized tax benefit rollforward table above.

As of January 31, 2026, the Company’s U.S.

federal 2018 through 2025 tax years were open and subject to potential examination in one or more jurisdictions.

In addition, in the United States, any NOLs 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 2019 to 2025, 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.

Net Loss per Share

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

Fiscal Year Ended January 31,

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Total 13,046 14,698 19,521

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Commitments and Contingencies

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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):

Future minimum payments under the Company’s non-cancelable purchase commitments and other commitments used in the ordinary course of business as of January 31, 2026 were as follows (in thousands):

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

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$ 228,056 $ 98,885 $ 84,634 $ 44,537

(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.

(1) The table above includes $ 131 million of remaining non-cancelable contractual commitments as of January 31, 2026 related to two of the Company’s hosting infrastructure vendors.

Loss Contingencies

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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.

As of January 31, 2026 and January 31, 2025, the estimated liability relating to these matters was $ 0.9 million and $ 1.4 million recorded in other non-current liabilities on the consolidated balance sheets, respectively.

Warranties and Indemnifications

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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.

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 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.

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The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.

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Legal Proceedings

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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.

24-cv-06244-EKL (“Dolly”), naming the Company and certain of its officers.

The complaint purported 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 sought, 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.

The case was dismissed with prejudice and final judgment was entered on behalf of GitLab on January 26, 2026.

Three putative shareholder derivative cases were 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.

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25-cv-01597 (“Preciado”);

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

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”);

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.

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 was allegedly brought on our behalf.

Each of the lawsuits named us as a nominal defendant, and also certain of our officers and current and former members of our board of directors.

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

The complaints sought to recover unspecified damages and other relief on our behalf.

In January 2026, the plaintiffs in each of these three putative shareholder derivative cases agreed to voluntarily dismiss their respective claims.

All three cases were dismissed on January 26, 2026.

In addition to the now-dismissed shareholder matters described above, we are, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

We are not presently a party to any legal proceedings that in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our 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 us because of defense and settlement costs, diversion of management resources and other factors.

Subsequent Events

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

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

The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

Subsequent Event

On March 2, 2026, the Company's board of directors approved a share repurchase program authorizing the repurchase of up to $ 400.0 million of its Class A common stock.

The program may be modified, suspended, or terminated at any time and does not obligate the Company to repurchase any specific amount.

The Company expects to fund repurchases with existing cash, cash equivalents, short-term investments, and ongoing cash from operations.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data