What changed in this filing

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Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-21 · 56 added, 63 removed, 129 unchanged (48% of the section changed)

9 unchanged sentences

KPMG LLP's report appears in Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Disclosed Material Weakness

As disclosed in our previously issued Annual Report on Form 10-K for the year ended January 31, 2024, we identified a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During fiscal year 2024, we determined that a material weakness existed due to a lack of policies and procedures related to the operation of control activities and inadequate communication of information to control owners and operators related to the objectives and responsibilities for internal control in a manner which supports the internal control environment at the Company.

In particular:

• We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems used in the financial reporting processes related to revenue.

In particular, we did not design and maintain effective (i) program change management controls to ensure that IT programs, data changes and migrations affecting financial IT applications and underlying records are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties, restricted user and privileged access to our financial applications, data and programs to the appropriate personnel.

The ineffective design and operation of IT general controls resulted in the ineffective operation of automated controls and manual controls using reports and information from the impacted information systems used in the financial reporting processes related to revenue.

We implemented remediation actions during fiscal year 2025 to address this material weakness and enhance our control environment.

Our remediation actions included:

• Strengthening IT governance and designing IT general controls related to certain revenue systems, including program change management, restricting user access to our internal systems used for financial reporting and enhancing the retention of contemporaneous documentation of reviews over IT general controls, and

• Developing and deploying training programs regarding the operation and importance of internal controls.

We have tested and evaluated the implementation of these new and revised processes and internal controls to determine whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our consolidated financial statements.

Based on our assessment, we have concluded that this material weakness has been remediated as of January 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above, there were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

3 unchanged sentences

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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OTHER INFORMATION

1 unchanged sentence

Sytse Sijbrandij 10b5-1 Plan

On December 26, 2024 , Sytse Sijbrandij , Co-Founder and Executive Chair of the Board of Directors of the Company, entered into, through Mr.

Sibrandij’s revocable trust and the Sijbrandij Foundation, a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sijbrandij Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock.

On December 19, 2025 , Sytse Sijbrandij , Executive Chair of the Board of Directors , entered into , through Mr.

Sibrandij’s revocable trust (the “Trust”), a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sijbrandij Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock (resulting from the conversion of shares of the Company’s Class B common stock).

The Sijbrandij Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Sijbrandij Rule 10b5-1 Plan provides for the potential sale of approximately 2,173,416 shares, which reflects the aggregate number of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock, as applicable, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Sijbrandij Rule 10b5-1 Plan, between April 15, 2025 and March 18, 2026 .

The Sijbrandij Rule 10b5-1 Plan provides for the potential sale of approximately 1,394,400 shares, which reflects the aggregate number of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Sijbrandij Rule 10b5-1 Plan, between April 15, 2026 and March 17, 2027 .

The Sijbrandij Rule 10b5-1 Plan includes a representation from Mr.

Sijbrandij to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Sijbrandij Rule 10b5-1 Plan at the time it was entered into.

Sijbrandij, on behalf of Trust, to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Sijbrandij Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Sijbrandij Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

3 unchanged sentences

Sijbrandij or the Company after the date of the representation.

Brian Robins 10b5-1 Plan

On December 31, 2024 , Brian Robins , the Company’s Chief Financial Officer , along with The Robins Family Trust, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Robins Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options.

The Robins Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Robins Rule 10b5-1 Plan provide for the potential sale of approximately 230,000 shares, which reflects shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Robins Rule 10b5-1 Plan between April 1, 2025 and February 27, 2026 .

The Robins Rule 10b5-1 Plan includes a representation from Mr.

Robins and The Robins Family Trust trustee to the broker administering the plan that neither was in possession of any material nonpublic information regarding the Company or the securities subject to the Robins Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Robins Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the Robins Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which Mr.

Robins or the trustee was unaware, or with respect to any

material nonpublic information acquired by Mr.

Robins, the trustee or the Company after the date of the representation.

Sabrina Farmer 10b5-1 Plan

On December 31, 2024 , Sabrina Farmer , the Company’s Chief Technology Officer , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Farmer Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from vesting and settlement of restricted stock units.

The Farmer Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The aggregate number of shares of Class A common stock that will be available for sale under the Farmer Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock units.

As such, for purposes of this disclosure, the aggregate number of shares of the Company’s Class A common stock available for sale is approximately 93,175 shares, which reflects the aggregate maximum number of shares underlying Ms.

Farmer’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Farmer Rule 10b5-1 Plan between April 1, 2025 and December 26, 2025 .

The Farmer Rule 10b5-1 Plan includes a representation from Ms.

Farmer to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Farmer Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Farmer Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the Farmer Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which Ms.

Farmer was unaware, or with respect to any material nonpublic information acquired by Ms.

Farmer or the Company after the date of the representation.

Once executed, transactions under each of the Sijbrandij Rule 10b5-1 Plan, the Robins Rule 10b5-1 Plan and the Farmer 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations.

Once executed, transactions under each of the Sijbrandij Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations.

Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr.

Sijbrandij, Mr.

Farmer or other officers or directors of the Company.

Sijbrandij or other officers or directors of the Company.

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DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

8 unchanged sentences

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

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EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

16 unchanged sentences

Exhibit Number Description Form File Number Exhibit Filing Date

3.1 Restated Certificate of Incorporation 202 4 of GitLab Inc .

3.1 Restated Certificate of Incorporation 2024 of GitLab Inc., as amended

10-Q 001-40895 3.1 9/3/2024

16 unchanged sentences

10-K 001-40895 10.3 3/26/2024

Table of Conte n t s

10.4† GitLab Inc.

11 unchanged sentences

and William Staples

10-K 001-40895 10.8 3/21/2025

Right of First Refusal Agreement

10.10† Separation Agreement by and between GitLab Inc.

and Sabrina Farmer

19.1 GitLab Inc.

Insider Trading Policy

10-K 001-40895 19.1 3/21/2025

21.1 List of Subsidiaries

17 unchanged sentences

† Indicates management contract or compensatory plan.

Table of Conte n t s

# Registrant has omitted portions of the exhibit (indicated by “[**]”) as permitted under Item 601(b)(10) of Regulation S-K.

‡ Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K.

1 unchanged sentence

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

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FORM 10-K SUMMARY

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Pursuant to the requirements of the Securities Exchange Act of 1934, the re gistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

4 unchanged sentences

March 17, 2026

/s/ Brian Robins

/s/ Jessica Ross

Chief Financial Officer

March 17, 2026

/s/ Simon Mundy

Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Robins and Robin Schulman, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any an d all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jessica Ross and Robin Schulman, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any an d all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

/s/ William Staples Chief Executive Officer March 21, 2025

William Staples (principal executive officer)

/s/ Brian Robins Chief Financial Officer March 21, 2025

Brian Robins (principal financial officer and the interim principal accounting officer)

/s/ Sytse Sijbrandij Director

/s/ William Staples

Chief Executive Officer

March 17, 2026

William Staples

(principal executive officer)

/s/ Jessica Ross

Chief Financial Officer

March 17, 2026

(principal financial officer)

/s/ Simon Mundy

Chief Accounting Officer

March 17, 2026

(principal accounting officer)

/s/ Sytse Sijbrandij

March 17, 2026

Sytse Sijbrandij

/s/ Sundeep Bedi Director March 21, 2025

/s/ Karen Blasing Director March 21, 2025

/s/ Sundeep Bedi

March 17, 2026

/s/ Karen Blasing

March 17, 2026

Karen Blasing

/s/ Sue Bostrom Director March 21, 2025

/s/ David Henshall Director March 21, 2025

/s/ Sue Bostrom

March 17, 2026

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/s/ David Henshall

March 17, 2026

David Henshall

/s/ Matthew Jacobson Director March 21, 2025

/s/ Matthew Jacobson

March 17, 2026

Matthew Jacobson

/s/ Merline Saintil Director March 21, 2025

/s/ Merline Saintil

March 17, 2026

Merline Saintil

/s/ Godfrey Sullivan Director March 21, 2025

/s/ Godfrey Sullivan

March 17, 2026

Godfrey Sullivan

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 9A. Controls and Procedures