Gitlab Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Regist ered Public Accounting Firm (KPMG LLP, Pittsburgh, PA, Auditor Firm ID: 185 ) 77 Consolidated Balance Sheets 81 Consolidated Statements of Operations 82 Consolidated Statements of Comprehensive Loss 83 Consolidated Statements of Stockholders’ Equity 84 Consolidated Statements of Cash Flows 86 Notes to Consolidated Financial Statements 87 76 Table of Conte n t s Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors GitLab Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of GitLab Inc. and subsidiaries (the Company) as of January 31, 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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 17, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 77 Table of Conte n t s Evaluation of standalone selling prices (SSPs) for self-managed subscription and self-managed license performance obligations 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 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 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2019. Pittsburgh, Pennsylvania March 17, 2026 78 Table of Conte n t s Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors GitLab Inc.: Opinion on Internal Control Over Financial Reporting We have audited GitLab Inc. and subsidiaries' (the Company) internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 79 Table of Conte n t s Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Pittsburgh, Pennsylvania March 17, 2026 80 Table of Conte n t s GitLab Inc. Consolidated Balance Sheets (in thousands, except per share data) January 31, 2026 (1) January 31, 2025 (1) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 229,576 $ 227,649 Short-term investments 1,030,327 764,728 Accounts receivable, net of allowance for doubtful accounts of $ 967 and $ 991 as of January 31, 2026 and January 31, 2025, respectively 304,301 264,565 Deferred contract acquisition costs, current 42,676 38,964 Prepaid expenses and other current assets 48,899 40,411 Total current assets 1,655,779 1,336,317 Property and equipment, net 11,815 4,013 Goodwill 17,379 16,139 Intangible assets, net 9,774 17,834 Deferred contract acquisition costs, non-current 23,705 20,142 Other non-current assets 4,295 4,818 TOTAL ASSETS $ 1,722,747 $ 1,399,263 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 9,205 $ 7,519 Accrued expenses and other current liabilities 58,185 54,680 Accrued compensation and benefits 39,657 40,233 Deferred revenue, current 545,096 442,599 Total current liabilities 652,143 545,031 Deferred revenue, non-current 26,994 26,369 Other non-current liabilities 7,362 6,557 TOTAL LIABILITIES 686,499 577,957 Commitments and contingencies (Note 14) STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0000025 par value; 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; 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; 16,732 and 19,469 shares issued and outstanding as of January 31, 2026 and January 31, 2025, respectively — — Additional paid-in capital 2,207,361 1,952,031 Accumulated deficit ( 1,223,570 ) ( 1,167,614 ) Accumulated other comprehensive income (loss) 6,877 ( 8,508 ) Total GitLab stockholders’ equity 990,668 775,909 Noncontrolling interests 45,580 45,397 TOTAL STOCKHOLDERS’ EQUITY 1,036,248 821,306 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,722,747 $ 1,399,263 ___________ (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. Refer to “Note 11. Joint Venture and Equity Method Investment” for further discussion. The accompanying notes are an integral part of these consolidated finan cial statements. 81 Table of Conte n t s GitLab Inc. Consolidated Statements of Operations (in thousands, except per share data) Fiscal Year Ended January 31, 2026 2025 2024 Revenue: Subscription—self-managed and SaaS $ 864,704 $ 675,179 $ 506,306 License—self-managed and other 90,520 84,070 73,600 Total revenue 955,224 759,249 579,906 Cost of revenue: Subscription—self-managed and SaaS 94,502 64,916 45,486 License—self-managed and other 26,241 20,224 14,222 Total cost of revenue 120,743 85,140 59,708 Gross profit 834,481 674,109 520,198 Operating expenses: Sales and marketing 434,725 384,295 356,393 Research and development 274,574 239,652 200,840 General and administrative 195,663 192,877 150,405 Total operating expenses 904,962 816,824 707,638 Loss from operations ( 70,481 ) ( 142,715 ) ( 187,440 ) Interest income 45,707 47,735 39,114 Other income (expense), net ( 23,291 ) 9,187 ( 12,241 ) Loss before income taxes ( 48,065 ) ( 85,793 ) ( 160,567 ) Loss from equity method investment, net of tax — — ( 3,824 ) Provision for (benefit from) income taxes 10,499 ( 76,674 ) 265,145 Net loss $ ( 58,564 ) $ ( 9,119 ) $ ( 429,536 ) Net loss attributable to noncontrolling interest ( 2,608 ) ( 2,793 ) ( 3,859 ) Net loss attributable to GitLab $ ( 55,956 ) $ ( 6,326 ) $ ( 425,677 ) Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted: $ ( 0.34 ) $ ( 0.04 ) $ ( 2.76 ) 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 finan cial statements. 82 Table of Conte n t s GitLab Inc. Consolidated Statements of Comprehensive Loss (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 Net loss $ ( 58,564 ) $ ( 9,119 ) $ ( 429,536 ) Foreign currency translation adjustments 15,082 ( 11,934 ) ( 3,937 ) 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 ) Net loss attributable to noncontrolling interest ( 2,608 ) ( 2,793 ) ( 3,859 ) Foreign currency translation adjustments attributable to noncontrolling interest 630 ( 657 ) ( 2,162 ) Comprehensive loss attributable to noncontrolling interest ( 1,978 ) ( 3,450 ) ( 6,021 ) Comprehensive loss attributable to GitLab $ ( 40,571 ) $ ( 17,232 ) $ ( 422,452 ) The accompanying notes are an integral part of these consolidated finan cial statements. 83 Table of Conte n t s GitLab Inc. Consolidated Statements of Stockholders’ Equity (in thousands) Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Equity Shares Amount Shares Amount Balances at January 31, 2023 94,655 $ — 56,489 $ — $ 1,497,373 $ ( 735,611 ) $ ( 827 ) $ 53,566 $ 814,501 Conversion of Class B common stock to Class A common stock 16,995 — ( 16,995 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 3,406 — 32,448 — — — 32,448 Issuance of common stock under employee stock purchase plan 417 — — — 12,933 — — — 12,933 Repurchases, net of early exercised stock options — — ( 13 ) — — — — — — Issuance of common stock related to RSUs vested 2,372 — — — — — — — — Charitable donation of common stock 231 — — — 10,700 — — — 10,700 Vesting of early exercised stock options — — — — 1,234 — — — 1,234 Stock-based compensation expense — — — — 164,515 — — ( 1,466 ) 163,049 Change in noncontrolling interest ownership — — — — ( 542 ) — — 542 — Other comprehensive income (loss) — — — — — — 3,225 ( 2,162 ) 1,063 Net loss — — — — — ( 425,677 ) — ( 3,859 ) ( 429,536 ) Balances at January 31, 2024 114,670 $ — 42,887 $ — $ 1,718,661 $ ( 1,161,288 ) $ 2,398 $ 46,621 $ 606,392 Conversion of Class B common stock to Class A common stock 25,933 — ( 25,933 ) — — — — — — Issuance of common stock in connection with business combination, net — — 27 — — — — — — Issuance of common stock related to vested exercised stock options — — 2,488 — 23,973 — — — 23,973 Issuance of common stock under employee stock purchase plan 420 — — — 13,556 — — — 13,556 Issuance of common stock related to RSUs vested 3,200 — — — — — — — — Charitable donation of common stock 221 — — — 11,827 — — — 11,827 Vesting of early exercised stock options — — — — 341 — — — 341 Stock-based compensation expense — — — — 184,086 — — 1,813 185,899 Change in noncontrolling interest ownership — — — — ( 413 ) — — 413 — Other comprehensive loss — — — — — — ( 10,906 ) ( 657 ) ( 11,563 ) Net loss — — — — — ( 6,326 ) — ( 2,793 ) ( 9,119 ) Balances at January 31, 2025 144,444 $ — 19,469 $ — $ 1,952,031 $ ( 1,167,614 ) $ ( 8,508 ) $ 45,397 $ 821,306 Conversion of Class B common stock to Class A common stock 4,573 — ( 4,580 ) — — — — — — 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 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 84 Table of Conte n t s Stock-based compensation expense — — — — 213,264 — — 2,253 215,517 Change in noncontrolling interest ownership — — — — 92 — — ( 92 ) — Other comprehensive loss — — — — — — 15,385 630 16,015 Net loss — — — — — ( 55,956 ) — ( 2,608 ) ( 58,564 ) Balances at January 31, 2026 153,336 $ — 16,732 $ — $ 2,207,361 $ ( 1,223,570 ) $ 6,877 $ 45,580 $ 1,036,248 The accompanying notes are an integral part of these consolidated financial statements. 85 Table of Conte n t s GitLab Inc. Consolidated Statements of Cash Flows (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss, including amounts attributable to noncontrolling interest $ ( 58,564 ) $ ( 9,119 ) $ ( 429,536 ) 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 — Charitable donation of common stock 7,093 11,827 10,700 Amortization of intangible assets 8,065 8,126 2,167 Depreciation and amortization 3,280 2,860 4,368 Amortization of deferred contract acquisition costs 54,886 49,714 43,463 Loss from equity method investment — — 3,824 Impairment of equity method investment — — 8,858 Net amortization of premiums or discounts on short-term investments ( 8,207 ) ( 16,746 ) ( 20,349 ) Unrealized foreign exchange loss (gain), net 18,811 ( 9,526 ) 4,833 Other non-cash expense, net 998 930 1,330 Changes in assets and liabilities: Accounts receivable ( 35,718 ) ( 99,649 ) ( 36,341 ) Prepaid expenses and other current assets ( 8,122 ) 8,424 ( 23,688 ) Deferred contract acquisition costs ( 59,294 ) ( 58,127 ) ( 53,100 ) Other non-current assets 809 ( 183 ) ( 309 ) Accounts payable 1,606 5,505 ( 3,443 ) Accrued expenses and other current liabilities 1,238 ( 253,369 ) 259,445 Accrued compensation and benefits ( 2,130 ) 4,743 15,173 Deferred revenue 93,281 108,743 79,347 Other non-current liabilities ( 127 ) ( 7,773 ) 5,249 Net cash provided by (used in) operating activities 232,856 ( 63,971 ) 35,040 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments ( 1,011,492 ) ( 707,698 ) ( 815,697 ) Proceeds from maturities of short-term investments 753,666 708,382 734,007 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 ) — Payments for asset acquisition — ( 7,660 ) — Escrow payment related to business combination, after acquisition date — — ( 2,500 ) Other investing activities — 457 ( 450 ) Net cash used in investing activities ( 267,286 ) ( 30,494 ) ( 86,238 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases 21,781 23,964 32,302 Issuance of common stock under employee stock purchase plan 13,975 13,556 12,933 Payments for taxes related to net share settlement of equity awards ( 945 ) — — Settlement of acquisition related contingent cash consideration — ( 4,900 ) — Net cash provided by financing activities 34,811 32,620 45,235 Impact of foreign exchange on cash and cash equivalents 1,546 1,498 ( 3,943 ) 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 Cash and cash equivalents at end of period $ 229,576 $ 227,649 $ 287,996 Supplemental disclosure of cash flow information: 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 Supplemental disclosure of non-cash investing and financing activities: Acquisition measurement period adjustment $ — $ 310 $ — Vesting of early exercised stock options $ 56 $ 341 $ 1,234 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. 86 Table of Conte n t s GitLab Inc. Notes to Consolidated Financial Statements 1. Organization and Description of Business GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. The Company operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab”, an intelligent orchestration platform for DevSecOps delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses. 87 Table of Conte n t s 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Fiscal Year The Company's fiscal year ends on January 31. For example, references to fiscal year 2026 and 2025 refer to the fiscal year ended January 31, 2026 and 2025, respectively. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts , 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. Actual results could differ from those estimates. Principles of Consolidation 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. All intercompany accounts and transactions have been eliminated in consolidation. Foreign Currency The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency. Gains and losses that arise from foreign exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2026 , 2025 and 2024 , the Company recognized foreign exchange gains (losses), net of $( 19.5 ) million, $ 9.4 million and $( 2.9 ) million, respectively. For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity in the consolidated balance sheets. For the years ended January 31, 2026 , 2025 and 2024 , the Company recognized foreign translation adjustments of $ 15.1 million, $( 11.9 ) million and $( 3.9 ) million, respectively. 88 Table of Conte n t s 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. Short-Term Investments - Marketable Securities The Company classifies its marketable securities with stated maturities of three months and greater at the date of purchase as short-term investments due to its ability to use these securities to support the Company’s current operations. As of January 31, 2026 and 2025, a ll short-term investments are classified as available-for-sale and are reported at fair value, which is based on quoted market prices for such securities, if available, or based on quoted market prices of financial instruments with similar characteristics. If the fair value of a security falls below its amortized cost, the carrying value is reduced to its fair value if management intends to sell or it is more likely than not that it will be required to sell before recovery of the amortized cost basis. If neither of these conditions are satisfied, impairment is assessed for credit losses by comparing the present value of expected cash flows with the amortized cost basis, and an allowance for credit losses is recorded for the excess of amortized cost over expected cash flows. Impairment losses not attributable to credit losses are reported as a separate component of other comprehensive loss, net of tax. The cost of securities sold is based on the specific-identification method. Unrealized gains and losses are reported as a separate component of accumulated other comprehensive income (loss) 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 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. Such amortization and accretion are included in interest income of the consolidated statements of operations. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The allowance for doubtful accounts is the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. As of January 31, 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, 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, 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, 89 Table of Conte n t s 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 . Fair Value of Financial Instruments We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded acquisition related contingent considerations at fair value in prior years, as further discussed in “Note 4. Cash Equivalents and Short-Term Investments.” The Company measures assets and liabilities at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value: Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. Revenue Recognition 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. 90 Table of Conte n t s 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. Recognition: 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. Revenues” of the consolidated financial statements. Deferred Revenue and Contract Assets 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. 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 non-current in the Consolidated Balance Sheets. 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. During the years ended January 31, 2026 , 2025 and 2024 , $ 395.9 million, $ 331.8 million and $ 217.0 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. Remaining Performance Obligations 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 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 91 Table of Conte n t s 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. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented. Cost of Revenue Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, personnel-related costs associated with our customer support personnel, including contractors, third-party payment processing fees, and allocated overhead. Personnel-related expenses consist of salaries, benefits, bonuses, and stock-based compensation. Cost of self-managed license and other revenue consists primarily of contractor and personnel-related costs, including stock-based compensation expenses, associated with the professional services team and customer support team, and allocated overhead. Research and Development Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors. The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. Advertising Costs Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. Th ese include costs incurred on public relations, website design, advertising, field marketing, and market research services. The Company incurred advertising costs of $ 34.8 million, $ 34.5 million and $ 32.5 million during the years ended January 31, 2026, 2025 and 2024, respectively. Loss Contingencies If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company records a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred. Income Taxes The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for (benefit from) 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 92 Table of Conte n t s 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. 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. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. 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 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. Comprehensive Loss and Accumulated Other Comprehensive Income (Loss) Comprehensive loss includes net loss and changes in stockholders’ equity that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account and unrealized gains or losses on short-term investments. Net Loss per Share Attributable to Common Stockholders Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. Stock-Based Compensation The Company has granted equity classified stock-based awards to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years . 93 Table of Conte n t s 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 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. Equity" for further discussion. In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing 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. In June 2024, the board of directors of JiHu approved a new employee stock option plan ("JiHu 2024 ESOP") for its employees in order to grant additional shares. The fair value of Restricted Stock Awards (“RSAs”) and stock option awards is measured on the date of grant and compensation costs related to these awards are recognized on a graded attribution method as the grants include a performance condition for both the JiHu 2022 ESOP and JiHu 2024 ESOP ("JiHu ESOPs"). The Company considers the RSAs and stock option awards granted pursuant to the JiHu ESOP as potentially dilutive equity instruments that will result in dilution of the Company’s stake in JiHu upon vesting of such awards (or, in the case of option awards granted pursuant to the JiHu ESOP, upon vesting and subsequent exercise into shares of JiHu common stock). Any such dilution will be accounted for as an equity transaction. Until such awards granted pursuant to the JiHu ESOP are vested (or, in the case of option awards, vested and ultimately exercised into shares of JiHu common stock), the Company will continue to record the recognized stock-compensation expense of JiHu as part of the noncontrolling interest. 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, 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. The Company’s CODM primarily uses consolidated net loss as the measure of profit or loss to facilitate analysis of the Company’s financial trends, and for internal planning and forecasting purposes. Consolidated expense information is included on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets. 94 Table of Conte n t s Business Combination We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. We amortize our acquired intangible assets with definite lives on a straight-line basis over a period of three years . The liabilities for any contingent consideration are established at the time of the acquisition and will be evaluated at each reporting date. Any change in the fair value adjustment is recorded in general and administrative expenses in the consolidated statements of operations. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates 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 We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. 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. Based on an analysis of qualitative and quantitative factors, including our market capitalization, we determined there to be no impairment of goodwill in any of the periods presented. Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest in the investee. The Company’s equity method investments are reported at cost and adjusted each period for its proportionate share of the investee’s income or loss. The cost on initial recognition of retained interest in a former subsidiary is based on fair value on the date of loss of control. The Company’s proportionate share of the net loss resulting from the investment is reported under loss from equity method investment, net of tax in 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. Refer to “Note 11. Joint Venture and Equity Method Investment” for more information. 95 Table of Conte n t s Recently Adopted Accounting Standards 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 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: Reporting Comprehensive Income - Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain expense captions presented in the Consolidated Statements of Operations as well as disclosure about selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company 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. 96 Table of Conte n t s 3. Revenues Disaggregation of Revenue The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages): Fiscal Year Ended January 31, 2026 2025 2024 Subscription—self-managed and SaaS $ 864,704 91 % $ 675,179 89 % $ 506,306 87 % Subscription—self-managed 568,459 59 458,883 61 355,707 61 SaaS 296,245 32 216,296 28 150,599 26 License—self-managed and other $ 90,520 9 % $ 84,070 11 % $ 73,600 13 % License—self-managed 68,870 7 68,366 9 63,110 11 Professional services and other 21,650 2 15,704 2 10,490 2 Total revenue $ 955,224 100 % $ 759,249 100 % $ 579,906 100 % Total Revenue by Geographic Location The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 United States $ 787,348 $ 618,658 $ 473,021 Europe 145,639 122,651 93,292 Asia Pacific 22,237 17,940 13,593 Total revenue $ 955,224 $ 759,249 $ 579,906 No other individual country exceeded 10% of total revenue for any of the periods presented. 97 Table of Conte n t s 4. Cash Equivalents and Short-Term Investments The following table summarizes the Company’s cash equivalents and short-term investments by significant investment category (in thousands): As of January 31, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level 1: Cash equivalents Money market funds $ 152,741 $ — $ — $ 152,741 Total cash equivalents (1) 152,741 — — 152,741 Level 2: Short-term investments Commercial paper 7,452 1 — 7,453 Corporate debt securities 294,930 677 ( 35 ) 295,572 U.S. Agency securities 93,997 87 ( 28 ) 94,056 U.S. Treasury securities 632,499 768 ( 21 ) 633,246 Total short-term investments 1,028,878 1,533 ( 84 ) 1,030,327 Total cash equivalents and short-term investments $ 1,181,619 $ 1,533 $ ( 84 ) $ 1,183,068 (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 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level 1: Cash equivalents Money market funds $ 97,093 $ — $ — $ 97,093 Level 2: Cash equivalents U.S. Treasury securities 36,429 8 — 36,437 Total cash equivalents (1) 133,522 8 — 133,530 Short-term investments Commercial paper 19,400 4 ( 11 ) 19,393 Corporate debt securities 220,326 327 ( 148 ) 220,505 U.S. Agency securities 61,020 20 ( 65 ) 60,975 U.S. Treasury securities 463,474 521 ( 140 ) 463,855 Total short-term investments 764,220 872 ( 364 ) 764,728 Level 2 total 800,649 880 ( 364 ) 801,165 Total cash equivalents and short-term investments $ 897,742 $ 880 $ ( 364 ) $ 898,258 (1) Included in “cash and cash equivalents” in the consolidated balance sheet as of January 31, 2025, in addition to cash of $ 94.1 million. 98 Table of Conte n t s The fair value of the Company’s Level 1 financial instruments, such as money market funds which are traded in active markets, is based on quoted market prices for identical instruments. The fair value of the Company’s Level 2 financial instruments such as commercial paper, corporate debt and U.S. government securities are obtained from an independent pricing service, which may use inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security that may not be actively traded. The Company’s marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models. As of 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. For the periods presented, the Company did not have any material realized gains or losses as a result of maturities or sales of short-term investments. During the years ended January 31, 2026 , 2025 and 2024, the Company recorded $ 45.7 million, $ 47.7 million and $ 39.1 million of interest income on cash and cash equivalents and short-term investments, respectively, which includes $ 8.2 million, $ 16.7 million and $ 20.3 million of net amortization of premiums or discounts on short-term investments during the years ended January 31, 2026, 2025 and 2024 , respectively. The following table summarizes unrealized losses on the Company’s cash equivalents and short-term investments aggregated by category and the length of time such aggregated investments have been in a continuous unrealized loss position as of the periods presented (in thousands): Less Than 12 Months 12 Months or Greater Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Fair Value Gross Unrealized Losses January 31, 2026 U.S. Agency securities $ 38,754 $ ( 28 ) $ — $ — $ 38,754 $ ( 28 ) Commercial paper 4,976 — — — 4,976 — Corporate debt securities 53,640 ( 35 ) — — 53,640 ( 35 ) U.S. Treasury securities 73,619 ( 21 ) — — 73,619 ( 21 ) Total cash equivalents and short-term investments $ 170,989 $ ( 84 ) $ — $ — $ 170,989 $ ( 84 ) 99 Table of Conte n t s Less Than 12 Months 12 Months or Greater Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Fair Value Gross Unrealized Losses January 31, 2025 U.S. Agency securities $ 48,445 $ ( 65 ) $ — $ — $ 48,445 $ ( 65 ) Commercial paper 13,430 ( 11 ) — — 13,430 ( 11 ) Corporate debt securities 72,022 ( 146 ) 5,988 ( 2 ) 78,010 ( 148 ) U.S. Treasury securities 100,921 ( 140 ) — — 100,921 ( 140 ) Total cash equivalents and short-term investments $ 234,818 $ ( 362 ) $ 5,988 $ ( 2 ) $ 240,806 $ ( 364 ) The following table classifies the Company’s short-term investments by contractual maturities (in thousands): January 31, 2026 January 31, 2025 Amortized cost Fair Value Amortized cost Fair Value Due within 1 year $ 610,087 $ 611,036 $ 590,193 $ 590,832 Due between 1 year to 2 years 418,791 419,291 174,027 173,896 Total $ 1,028,878 $ 1,030,327 $ 764,220 $ 764,728 All available-for-sale securities have been classified as current, based on management’s ability to use the funds in current operations. Liabilities are measured at fair value on a recurring basis. 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 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. 100 Table of Conte n t s 5. Supplemental Financial Statement Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): January 31, 2026 January 31, 2025 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 Prepaid insurance 2,776 2,945 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 Other current assets 1,000 5,281 Total prepaid expenses and other current assets $ 48,899 $ 40,411 Property and Equipment, Net Property and equipment, net of the following (in thousands): January 31, 2026 January 31, 2025 Computer and office equipment $ 13,392 $ 6,773 Capitalized internal-use software development costs 3,342 317 Total property and equipment, gross 16,734 7,090 Less: Accumulated depreciation and amortization (1) (2) ( 4,919 ) ( 3,077 ) Total property and equipment, net (1) $ 11,815 $ 4,013 (1) The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying property and equipment. As of January 31, 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. (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. 101 Table of Conte n t s Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2026 January 31, 2025 Indirect taxes payable $ 19,068 $ 18,779 Accrued expenses 17,897 13,292 Income taxes payable 16,424 13,111 ESPP employee contributions 2,952 2,955 Acquisition related liabilities (1) 914 — Customer refunds payable 743 6,268 Other current liabilities 187 275 Total accrued expenses and other current liabilities $ 58,185 $ 54,680 (1) Refer to “Note 6. Acquisitions ”. Accrued Com pensation and Benefits Accrued compensation and benefits consisted of the following (in thousands): January 31, 2026 January 31, 2025 Accrued commissions $ 14,555 $ 16,538 Other accrued team member related payables 16,389 15,564 Payroll taxes payable 8,354 8,131 Restructuring accrual and related charges (1) 359 — Total accrued compensation and benefits $ 39,657 $ 40,233 (1) Refer to “Note 10. Restructuring and Other Related Charges”. Other Inc ome (Expense), Net Other income (expense), net consisted of the following (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Impairment loss of equity method investment in Arch, formerly Meltano $ — $ — $ ( 8,858 ) Foreign exchange gains (losses), net ( 19,465 ) 9,416 ( 2,871 ) Other expense, net ( 3,826 ) ( 229 ) ( 512 ) Total other income (expense), net $ ( 23,291 ) $ 9,187 $ ( 12,241 ) 6. Acquisitions In March 2024, the Company acquired Oxeye Security Limited for $ 20.3 million. The acquisition includes a $ 3.2 million founder holdback payable over three years , recognized as compensation expense. The Company recorded founder holdback compensation expense of $ 0.9 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. 102 Table of Conte n t s 7. Goodwill and Intangible Assets, Net Goodwill The carrying amount of goodwill was as follows (in thousands): Carrying Amount Balance as of January 31, 2025 $ 16,139 Foreign currency translation adjustments 1,240 Balance as of January 31, 2026 $ 17,379 There was no goodwill impairment for any periods presented. Intangible Assets Intangible assets, net consisted of the following (in thousands): January 31, 2026 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination (1) $ 16,713 $ ( 10,289 ) $ 6,424 1.2 Developed technology from asset acquisitions 7,660 ( 4,310 ) 3,350 1.3 Total $ 24,373 $ ( 14,599 ) $ 9,774 January 31, 2025 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination (2) $ 22,913 $ ( 10,982 ) $ 11,931 2.2 Developed technology from asset acquisitions (1) 7,660 ( 1,757 ) 5,903 2.3 Total $ 30,573 $ ( 12,739 ) $ 17,834 (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. 103 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): Fiscal Years 2027 $ 8,060 2028 1,714 Total future amortization $ 9,774 8. Team Member Benefit Plans The Company contributes to defined c ontribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $ 7.0 million, $ 5.9 million and $ 5.1 million for the years ended January 31, 2026 , 2025 and 2024 , respectively. 9. Equity 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. No dividends have been declared to date. The holder of each share of Class A common stock is entitled to one vote and the holder of each share of Class B common stock is entitled to ten votes. Common Stock The Company had shares of common stock reserved for future issuance as follows (in thousands): January 31, 2026 January 31, 2025 Class A and Class B common stock Options issued and outstanding 4,011 5,896 Shares available for issuance under Equity Incentive Plans 36,335 31,852 RSUs and PSUs issued and outstanding 8,757 8,743 Shares reserved for issuance to charitable organizations 1,019 1,183 ESPP 7,778 6,554 Total 57,900 54,228 Equity Incentive Plans In September 2021, in connection with the IPO, the board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the Company’s 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to the Company’s team members. The Company may grant all other types of awards to its team members, directors, and consultants. The Company initially reserved 13,032,289 shares of its Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan increases automatically on February 1 of each of the years from 2022 through 2031. 104 Table of Conte n t s The awards available for grant under the above Plans for the periods presented were as follows (in thousands): January 31, 2026 January 31, 2025 Available at beginning of period 31,852 24,868 Awards authorized 8,217 7,878 RSUs and PSUs granted ( 6,974 ) ( 5,794 ) RSUs and PSUs canceled and forfeited 3,198 4,781 Options canceled and forfeited 41 119 Options repurchased 1 — Available at end of period 36,335 31,852 In the event that shares previously issued u nder the above Plans are reacquire d by the Company, such shares shall be added to the number of shares then available for issuance under the 2021 Plan. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of su ch stock option will be added to the number of shares then available for issuance under the 2021 Plan. Both Plans allow the grantees to early exercise stock options. Stock Options and RSUs The following table summarizes options activity under the Plans, and related information: Number of Stock Options Outstanding (in thousands) Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic value (in millions) Balances at January 31, 2025 5,896 $ 14.27 5.41 $ 344.8 Options exercised ( 1,844 ) 11.82 Options canceled ( 15 ) 11.83 Options forfeited ( 26 ) 18.45 Balances at January 31, 2026 4,011 $ 15.38 4.27 $ 78.6 Options vested at January 31, 2026 3,909 $ 15.32 4.25 $ 76.9 Options vested and expected to vest at January 31, 2026 4,011 $ 15.38 4.27 $ 78.6 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. The aggregate intrinsic value represents the difference between the exercise price and the fair value of the underlying common stock on the date of exercise. During the years ended January 31, 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, 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 105 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) Weighted- Average grant date fair value Balances at January 31, 2025 8,259 $ 50.64 Granted 6,682 44.38 Vested ( 3,647 ) 49.10 Canceled/forfeited ( 2,789 ) 48.30 Balances at January 31, 2026 8,505 $ 47.15 These RSUs are grants of shares of the Company’s Class A common stock, the vesting of which is based on the requisite service requirement. Generally, the Company’s RSUs are subject to forfeiture and are expected to vest over two to four years ratably on a combination of bi-annual and quarterly basis. During the years ended January 31, 2026 , 2025 and 2024 , the Company recorded $ 181.8 million, $ 157.2 million and $ 117.6 million stock-based compensation expense related to RSUs, respectively. As of January 31, 2026 , approximately $ 371.4 million of total unrecognized compensation cost was related to RSUs granted to team members that is expected to be recognized over a weighted-average period of 2.8 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures. PSUs 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”) In May 2021, the Company granted 3 million RSUs tied to its Class B common stock to Sytse Sijbrandij, the Company’s co-founder and former CEO, with an estimated aggregate grant date fair value of $ 8.8 million. As measured from the grant date, the derived service period of the respective tranches ranges from 2 to 7 years. In December 2024, Mr. Sijbrandij resigned from his position as CEO and as a result, all unvested RSUs were forfeited, which resulted in a $ 3.4 million net gain of stock-based compensation expense for the year ended January 31, 2025 . During the 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. 106 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: Fiscal Year Ended January 31, 2026 2025 2024 Risk-free interest rate 3.48 % - 4.22 % 4.08 % - 5.25 % 4.22 % - 5.30 % Volatility 52.80 % - 58.43 % 46.03 % - 60.50 % 40.95 % - 65.56 % Expected term (in years) 0.50 - 2.00 0.50 - 2.00 0.50 - 2.00 Dividend yield —% —% —% The Company recorded $ 13.9 million, $ 11.8 million, and $ 19.0 million of stock-based compensation expense related to the ESPP durin g the years ended January 31, 2026 , 2025 and 2024 , respectively. As of January 31, 2026 , approximately $ 18.1 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.8 years. Stock-Based Compensation Expense The Company recognized stock-based compensation expense as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Cost of revenue $ 10,313 $ 7,922 $ 6,400 Sales and marketing 78,967 72,954 68,766 Research and development 63,754 58,312 50,804 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) $ 215,517 $ 185,899 $ 163,049 (1) The table above includes stock-based compensation of JiHu. Refer to “Note 11. Joint Venture and Equity Method Investment” for further discussion. The corporate income tax benefit recognized in the consolidated statements of operations for stock-based compensation expense was zero for each of the years ended January 31, 2026 , 2025 and 2024 , respectively. 107 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 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, 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 $ 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. 10. Restructuring and Other Related Charges 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): Fiscal Year Ended January 31, 2026 2025 2024 Cost of revenue $ 153 $ — $ 463 Research and development — 393 2,119 Sales and marketing 1,493 1,126 3,811 General and administrative — 377 1,634 Total $ 1,646 $ 1,896 $ 8,027 The changes in liabilities resulting from the restructuring charges and related accruals were as follows (in thousands) : Balance as of January 31, 2025 $ — Charges 1,646 Cash payments ( 1,287 ) Balance as of January 31, 2026 $ 359 108 Table of Conte n t s 11. Joint Venture and Equity Method Investment Joint Venture In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. The Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. As of January 31, 2026 and 2025, the Company retains control over JiHu with its equity stake at appro ximately 54 % for each period presented. Since fiscal year 2023, JiHu has maintained an employee stock option plan (“JiHu 2022 ESOP”) for its employees. In June 2024 and June 2025, the board of directors of JiHu approved new employee stock option plans (“JiHu 2024 ESOP” and “JiHu 2025 ESOP”, respectively) for its employees in order to grant additional shares. The fair value of restricted stock awards (“RSAs”) and stock option awards is measured on the date of grant and compensation costs related to these awards are recognized on a graded attribution method; as the grants include a performance condition for the JiHu 2022 ESOP, JiHu 2024 ESOP, and JiHu 2025 ESOP (“JiHu ESOPs”). During the 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 Selected financial information of JiHu, post intercompany eliminations, is as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Revenue $ 9,336 $ 7,588 $ 6,451 Cost of revenue 2,494 2,252 2,414 Gross profit 6,842 5,336 4,037 Operating expenses: Sales and marketing 6,390 6,331 7,369 Research and development 1,439 1,841 5,338 General and administrative 5,419 4,520 1,864 Total operating expenses 13,248 12,692 14,571 Loss from operations ( 6,406 ) ( 7,356 ) ( 10,534 ) Interest income 598 814 1,078 Other income (expense), net 147 483 858 Net loss before income taxes ( 5,661 ) ( 6,059 ) ( 8,598 ) Provision for income taxes 10 15 16 Net loss $ ( 5,671 ) $ ( 6,074 ) $ ( 8,614 ) Net loss attributable to noncontrolling interest $ ( 2,608 ) $ ( 2,793 ) $ ( 3,859 ) 109 Table of Conte n t s January 31, 2026 January 31, 2025 Cash and cash equivalents $ 37,179 $ 37,991 Property and equipment, net 465 322 Other assets 3,342 8,185 Total assets $ 40,986 $ 46,498 Total liabilities $ 7,086 $ 10,278 Equity Method Investment In April 2021, the Company reorganized Meltano 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 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. 110 Table of Conte n t s 12. Income Taxes The components of total loss from continuing operations before income taxes are as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 US $ ( 80,282 ) $ ( 108,336 ) $ 14,328 Foreign 32,217 22,543 ( 174,895 ) Loss before income taxes $ ( 48,065 ) $ ( 85,793 ) $ ( 160,567 ) The provision for (benefit from) income taxes consisted of the following (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Current: Federal and State $ 773 $ 2,028 $ ( 1,768 ) Foreign 9,325 ( 68,021 ) 257,384 Total current $ 10,098 $ ( 65,993 ) $ 255,616 Deferred: Federal and State $ — $ ( 3 ) $ ( 810 ) Foreign 401 ( 10,678 ) 10,339 $ 401 $ ( 10,681 ) $ 9,529 Provision for (benefit from) income taxes $ 10,499 $ ( 76,674 ) $ 265,145 111 Table of Conte n t s Beginning with fiscal year 2026, the Company adopted ASU 2023-09 on a prospective basis. See Note 2. 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): Amount % Tax at federal statutory rate $ ( 10,093 ) 21.0 % State income taxes, net of federal effect (1) 989 ( 2.1 ) Foreign tax effects: Australia: Valuation Allowance 1,088 ( 2.3 ) Other 105 ( 0.2 ) Canada: ( 688 ) 1.4 China: 1,199 ( 2.5 ) Germany: State/provincial tax 1,275 ( 2.6 ) Other 335 ( 0.7 ) Israel: Valuation Allowance ( 651 ) 1.4 Other 43 ( 0.1 ) Netherlands: Valuation Allowance ( 1,318 ) 2.7 Other 501 ( 1.0 ) Singapore: Nondeductible VAT interest and penalties 798 ( 1.6 ) Other 71 ( 0.1 ) UK: Foreign rate differential 627 ( 1.3 ) Tax effect of stock-based compensation ( 2,328 ) 4.8 Other 74 ( 0.1 ) Other foreign jurisdictions: 44 ( 0.1 ) 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 ) 0.2 112 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 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 Tax at federal statutory rate 21.0 % 21.0 % State, net of federal benefit ( 0.1 ) ( 0.1 ) Stock-based compensation 6.9 2.4 Non-deductible Executive Compensation ( 12.0 ) ( 4.7 ) Research tax credit 5.5 6.2 Foreign rate differential ( 2.8 ) ( 1.8 ) Change in valuation allowance ( 4.5 ) ( 83.3 ) Foreign derived intangible income deduction 0.2 — Unrecognized tax benefits 77.5 ( 105.3 ) Other ( 2.3 ) 0.5 Total 89.4 % ( 165.1 ) % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands): January 31, 2026 2025 Deferred tax assets: Net operating loss carryforwards $ 93,169 $ 92,432 Research tax credits 23,812 14,942 Deferred revenue 13,611 12,419 Accruals and other assets 14,906 2,024 Capitalized R&D 107,313 107,035 Intangibles 83,117 98,690 Interest expense limitation 10,220 10,379 Unrealized FX 12 282 Stock-based compensation 9,542 8,829 Gross deferred tax assets 355,702 347,032 Valuation allowance ( 330,146 ) ( 323,710 ) Net deferred tax assets 25,556 23,322 Deferred tax liabilities: Deferred contract acquisition costs ( 15,478 ) ( 13,628 ) 113 Table of Conte n t s Fixed assets ( 336 ) ( 92 ) Federal effects of disregarded entities ( 9,747 ) ( 9,277 ) Other ( 33 ) — Net deferred tax assets (liabilities) $ ( 38 ) $ 325 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. The U.S. 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. The U.S. 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., 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 114 Table of Conte n t s 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): January 31, 2026 Federal $ ( 859 ) State and local: Illinois ( 132 ) Maryland 168 All other state and local 470 Foreign: Canada 125 France 226 Germany 1,175 India 194 Netherlands ( 1,963 ) United Kingdom 2,869 All other foreign 13 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): January 31, 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 Gross decreases due to settlement tax payment — ( 137,262 ) Gross decreases due to settlements with taxing authorities — ( 198,066 ) 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. 115 Table of Conte n t s 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, 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. 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. 13. 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, 2026 2025 2024 Numerator: Net loss attributable to GitLab $ ( 55,956 ) $ ( 6,326 ) $ ( 425,677 ) Denominator: 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 Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ ( 0.34 ) $ ( 0.04 ) $ ( 2.76 ) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands): As of January 31, 2026 January 31, 2025 January 31, 2024 Shares subject to outstanding common stock options 4,011 5,896 8,503 Unvested restricted stock in connection with business combination — 1 3 Unvested early exercised stock options — 3 22 Unvested RSUs and PSUs 8,936 8,743 10,930 Shares subject to the ESPP 99 55 63 Total 13,046 14,698 19,521 116 Table of Conte n t s 14. Commitments and Contingencies Contractual Obligations and Commitments The Company’s purchase oblig ations represent third-party non-cancelable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements. Future minimum payments under the Company’s non-cancelable purchase commitments 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 Purchase commitments (1) $ 228,056 $ 98,885 $ 84,634 $ 44,537 (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 In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use of contractors in certain foreign countries. As of January 31, 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 The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements. In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. 117 Table of Conte n t s Legal Proceedings GitLab Securities Class Action and Shareholder Derivative Cases On September 4, 2024, a putative class action was filed in the United States District Court for the Northern District of California, captioned Dolly v. GitLab et al., Case No. 24-cv-06244-EKL (“Dolly”), naming the Company and certain of its officers. The complaint 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. Sijbrandij et al., Case No. 25-cv-01597 (“Preciado”); on February 19, 2025 in the United States District Court for the Northern District of California, captioned Jones v. Sijbrandij et al., Case No. 25-cv-01735 (“Jones”); and on March 28, 2025 in the United States District Court for the Northern District of California, captioned Lianto v. Sijbrandij et al., Case No. 25-cv-02924 (“Lianto”). Each of the three cases 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 the Company because of defense and settlement costs, diversion of management resources and other factors. 15. 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. 118 Table of Conte n t s ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. 119 Table of Conte n t s