Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") ("certifying officers") have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of January 31, 2026 . Our certifying officers concluded that our disclosure controls and procedures were effective as of January 31, 2026.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company's management, with participation of the CEO and CFO, under the oversight of our board of directors, evaluated the effectiveness of the Company's internal control over financial reporting as of January 31, 2026 using the framework in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of January 31, 2026.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. KPMG LLP's report appears in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
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ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Sytse Sijbrandij 10b5-1 Plan
On December 19, 2025 , Sytse Sijbrandij , Executive Chair of the Board of Directors , entered into , through Mr. Sibrandij’s revocable trust (the “Trust”), a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sijbrandij Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock (resulting from the conversion of shares of the Company’s Class B common stock). The Sijbrandij Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Sijbrandij Rule 10b5-1 Plan provides for the potential sale of approximately 1,394,400 shares, which reflects the aggregate number of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Sijbrandij Rule 10b5-1 Plan, between April 15, 2026 and March 17, 2027 .
The Sijbrandij Rule 10b5-1 Plan includes a representation from Mr. Sijbrandij, on behalf of Trust, to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Sijbrandij Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Sijbrandij Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Sijbrandij Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Sijbrandij was unaware, or with respect to any material nonpublic information acquired by Mr. Sijbrandij or the Company after the date of the representation.
Once executed, transactions under each of the Sijbrandij Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Sijbrandij or other officers or directors of the Company.
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ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be set forth in our definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year ended January 31, 2026 in connection with our 2026 annual meeting of shareholders, or the Proxy Statement, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(1) All Financial Statements
See Index to Consolidated Financial Statements in Item 8 herein.
(2) Financial Statements Schedules
The following additional financial statement schedules should be considered in conjunction with our consolidated financial statements. All other financial statement schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, not applicable, or because the required information is included in the consolidated financial statements or notes thereto.
Schedule II: Valuation and Qualifying Accounts
The table below details the activity of the deferred tax valuation allowance for the fiscal years ended January 31, 2026, 2025, and 2024:
Balance at Beginning of Year Additions Write-offs or Deductions Balance at End of Year
(in thousands)
Year ended January 31, 2026
Deferred tax valuation allowance $ 323,710 $ 6,436 $ — $ 330,146
Year ended January 31, 2025
Deferred tax valuation allowance $ 328,385 $ — $ 4,675 $ 323,710
Year ended January 31, 2024
Deferred tax valuation allowance $ 159,470 $ 168,915 $ — $ 328,385
(3) Exhibits
Incorporated by Reference Filed or Furnished Herewith
Exhibit Number Description Form File Number Exhibit Filing Date
3.1 Restated Certificate of Incorporation 2024 of GitLab Inc., as amended
10-Q 001-40895 3.1 9/3/2024
3.2 Amended and Restated Bylaws of GitLab Inc.
8-K 001-40895 3.1 12/15/2022
4.1 Form of Class A Common Stock Certificate of GitLab Inc.
S-1/A 333-259602 4.1 10/12/2021
4.2 Form of Class B Common Stock Warrant
S-1/A 333-259602 4.3 10/4/2021
4.3 Description of Registrant’s Securities
10-K 001-40895 4.4 4/8/2022
10.1† Form of Indemnification Agreement between GitLab Inc. and each of directors and executive officers
S-1 333-259602 10.1 9/17/2021
10.2† GitLab Inc. 2015 Equity Incentive Plan and related form agreements
S-1 333-259602 10.2 9/17/2021
10.3† GitLab Inc. 2021 Equity Incentive Plan and related form agreements
10-K 001-40895 10.3 3/26/2024
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10.4† GitLab Inc. 2021 Employee Stock Purchase Plan
10-Q 001-40895 10.4 6/7/2022
10.5† Form of Offer Letter between GitLab Inc. and each of its named executive officers
S-1/A 333-259602 10.5 10/4/2021
10.6†‡ Form of Global Performance Stock Unit Award Agreement
10-Q 001-40895 10.6 9/7/2022
10.7† GitLab Inc. Amended and Restated Separation Benefit Plan
8-K 001-40895 10.1 6/25/2024
10.8† Offer Letter by and between GitLab Inc. and William Staples
10-K 001-40895 10.8 3/21/2025
10.9 #
Right of First Refusal Agreement
X
10.10† Separation Agreement by and between GitLab Inc. and Sabrina Farmer
X
19.1 GitLab Inc. Insider Trading Policy
10-K 001-40895 19.1 3/21/2025
21.1 List of Subsidiaries
X
23.1 Consent of KPMG LLP, independent registered public accounting firm
X
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 GitLab Inc. Policy Relating to Recovery of Erroneously Awarded Compensation
10-K 001-40895 97.1 3/26/2024
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). X
† Indicates management contract or compensatory plan.
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# Registrant has omitted portions of the exhibit (indicated by “[**]”) as permitted under Item 601(b)(10) of Regulation S-K.
‡ Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
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ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the re gistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GITLAB INC.
Date: March 17, 2026
By: /s/ William Staples
Name: William Staples
Title: Chief Executive Officer
Date: March 17, 2026
By: /s/ Jessica Ross
Name: Jessica Ross
Title: Chief Financial Officer
Date: March 17, 2026
By: /s/ Simon Mundy
Name: Simon Mundy
Title: Chief Accounting Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jessica Ross and Robin Schulman, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any an d all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ William Staples
Chief Executive Officer
March 17, 2026
William Staples
(principal executive officer)
/s/ Jessica Ross
Chief Financial Officer
March 17, 2026
Jessica Ross
(principal financial officer)
/s/ Simon Mundy
Chief Accounting Officer
March 17, 2026
Simon Mundy
(principal accounting officer)
/s/ Sytse Sijbrandij
Director
March 17, 2026
Sytse Sijbrandij
/s/ Sundeep Bedi
Director
March 17, 2026
Sundeep Bedi
/s/ Karen Blasing
Director
March 17, 2026
Karen Blasing
/s/ Sue Bostrom
Director
March 17, 2026
Sue Bostrom
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/s/ David Henshall
Director
March 17, 2026
David Henshall
/s/ Matthew Jacobson
Director
March 17, 2026
Matthew Jacobson
/s/ Merline Saintil
Director
March 17, 2026
Merline Saintil
/s/ Godfrey Sullivan
Director
March 17, 2026
Godfrey Sullivan
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