Gitlab Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) GitLab Inc. Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited) July 31, 2026 (1) January 31, 2026 (1) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 226,491 $ 229,576 Short-term investments 1,030,495 1,030,327 Accounts receivable, net of allowance for doubtful accounts of $ 1,018 and $ 967 as of July 31, 2026 and January 31, 2026, respectively 257,343 304,301 Deferred contract acquisition costs, current 39,588 42,676 Prepaid expenses and other current assets 41,138 48,899 Total current assets 1,595,055 1,655,779 Property and equipment, net 11,093 11,815 Goodwill 17,446 17,379 Intangible assets, net 5,744 9,774 Deferred contract acquisition costs, non-current 27,431 23,705 Other non-current assets 5,063 4,295 TOTAL ASSETS $ 1,661,832 $ 1,722,747 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 9,955 $ 9,205 Accrued expenses and other current liabilities 51,580 58,185 Accrued compensation and benefits 46,932 39,657 Deferred revenue and customer advances, current 553,844 545,096 Total current liabilities 662,311 652,143 Deferred revenue, non-current 20,829 26,994 Other non-current liabilities 7,205 7,362 TOTAL LIABILITIES 690,345 686,499 Commitments and contingencies (Note 14) STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0000025 par value; 50,000 shares authorized; no shares issued and outstanding as of July 31, 2026 and January 31, 2026 — — Class A Common stock, $ 0.0000025 par value; 1,500,000 shares authorized; 166,166 and 153,336 shares issued and outstanding as of July 31, 2026 and January 31, 2026 , respectively — — Class B Common stock, $ 0.0000025 par value; 250,000 shares authorized; 1,115 and 16,732 shares issued and outstanding as of July 31, 2026 and January 31, 2026, respectively — — Additional paid-in capital 2,190,455 2,207,361 Accumulated deficit ( 1,265,386 ) ( 1,223,570 ) Accumulated other comprehensive income 460 6,877 Total GitLab stockholders’ equity 925,529 990,668 Noncontrolling interests 45,958 45,580 TOTAL STOCKHOLDERS’ EQUITY 971,487 1,036,248 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,661,832 $ 1,722,747 ___________ (1) As of July 31, 2026 and January 31, 2026, the condensed consolidated balance sheets include assets of t he consolidated vari able interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu ” ), of $ 46.1 million and $ 41.0 million, respectively, and liabilities of $ 7.6 million and $ 7.1 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” for further discussion. The accompanying notes are an integral part of these condensed consolidated finan cial statements. 5 Table of Contents GitLab Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Revenue: Subscription—self-managed and SaaS $ 258,311 $ 212,684 $ 497,617 $ 407,165 License—self-managed and other 27,943 23,276 52,795 43,304 Total revenue 286,254 235,960 550,412 450,469 Cost of revenue: Subscription—self-managed and SaaS 38,258 21,753 68,849 41,021 License—self-managed and other 7,380 6,752 14,277 12,519 Total cost of revenue 45,638 28,505 83,126 53,540 Gross profit 240,616 207,455 467,286 396,929 Operating expenses: Sales and marketing 134,363 109,583 253,721 217,170 Research and development 94,980 71,488 166,462 136,898 General and administrative 68,208 44,735 119,787 95,822 Total operating expenses 297,551 225,806 539,970 449,890 Loss from operations ( 56,935 ) ( 18,351 ) ( 72,684 ) ( 52,961 ) Interest income 12,202 11,511 24,149 22,373 Other income (expense), net 5,406 ( 911 ) 5,661 ( 10,882 ) Loss before income taxes ( 39,327 ) ( 7,751 ) ( 42,874 ) ( 41,470 ) Provision for (benefit from) income taxes ( 3,195 ) 2,245 ( 1,163 ) 4,784 Net loss $ ( 36,132 ) $ ( 9,996 ) $ ( 41,711 ) $ ( 46,254 ) Net income (loss) attributable to noncontrolling interest 712 ( 788 ) 105 ( 1,171 ) Net loss attributable to GitLab $ ( 36,844 ) $ ( 9,208 ) $ ( 41,816 ) $ ( 45,083 ) Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted: $ ( 0.22 ) $ ( 0.06 ) $ ( 0.25 ) $ ( 0.27 ) Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted: 168,703 165,953 169,313 165,233 The accompanying notes are an integral part of these condensed consolidated finan cial statements. 6 Table of Contents GitLab Inc. Condensed Consolidated Statements of Comprehensive Loss (in thousands) (unaudited) Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Net loss $ ( 36,132 ) $ ( 9,996 ) $ ( 41,711 ) $ ( 46,254 ) Foreign currency translation adjustments ( 2,039 ) 2,122 ( 2,057 ) 8,319 Net change in unrealized losses on available-for-sale securities ( 1,766 ) ( 1,582 ) ( 3,813 ) ( 1,172 ) Comprehensive loss including noncontrolling interest $ ( 39,937 ) $ ( 9,456 ) $ ( 47,581 ) $ ( 39,107 ) Net income (loss) attributable to noncontrolling interest 712 ( 788 ) 105 ( 1,171 ) Foreign currency translation adjustments attributable to noncontrolling interest 234 592 547 150 Comprehensive income (loss) attributable to noncontrolling interest 946 ( 196 ) 652 ( 1,021 ) Comprehensive loss attributable to GitLab $ ( 40,883 ) $ ( 9,260 ) $ ( 48,233 ) $ ( 38,086 ) The accompanying notes are an integral part of these condensed consolidated finan cial statements. 7 Table of Contents GitLab Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands) (unaudited) Three Months Ended July 31, 2026 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 April 30, 2026 152,614 $ — 16,250 $ — $ 2,209,247 $ ( 1,228,542 ) $ 4,499 $ 46,182 $ 1,031,386 Conversion of Class B common stock to Class A common stock 15,380 — ( 15,380 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 245 — 2,988 — — — 2,988 Issuance of common stock under employee stock purchase plan 261 — — — 6,886 — — — 6,886 Issuance of common stock related to RSUs and PSUs vested 1,357 — — — — — — — — Common stock withheld related to net share settlement of equity awards ( 26 ) — — — ( 748 ) — — — ( 748 ) Common stock repurchased ( 3,461 ) — — — ( 105,260 ) — — — ( 105,260 ) Charitable donation of common stock 41 — — — 1,166 — — — 1,166 Stock-based compensation expense — — — — 76,176 — — ( 1,170 ) 75,006 Other comprehensive income (loss) — — — — — — ( 4,039 ) 234 ( 3,805 ) Net income (loss) — — — — — ( 36,844 ) — 712 ( 36,132 ) Balances at July 31, 2026 166,166 $ — 1,115 $ — $ 2,190,455 $ ( 1,265,386 ) $ 460 $ 45,958 $ 971,487 Three Months Ended July 31, 2025 Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Noncontrolling Interests Total Stockholders’ Equity Shares Amount Shares Amount Balances at April 30, 2025 145,894 $ — 19,203 $ — $ 2,013,228 $ ( 1,203,489 ) $ ( 1,459 ) $ 44,317 $ 852,597 Conversion of Class B common stock to Class A common stock 612 — ( 612 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 285 — 3,951 — — — 3,951 Issuance of common stock under employee stock purchase plan 256 — — — 8,404 — — — 8,404 Issuance of common stock related to RSUs and PSUs vested 1,031 — — — — — — — — Charitable donation of common stock 41 — — — 1,787 — — — 1,787 Vesting of early exercised stock options — — — — 15 — — — 15 Stock-based compensation expense — — — — 53,374 — — 910 54,284 Other comprehensive income (loss) — — — — — — ( 52 ) 592 540 Net loss — — — — — ( 9,208 ) — ( 788 ) ( 9,996 ) Balances at July 31, 2025 147,834 $ — 18,876 $ — $ 2,080,759 $ ( 1,212,697 ) $ ( 1,511 ) $ 45,031 $ 911,582 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents GitLab Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands) (unaudited) Six Months Ended July 31, 2026 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, 2026 153,336 $ — 16,732 $ — $ 2,207,361 $ ( 1,223,570 ) $ 6,877 $ 45,580 $ 1,036,248 Conversion of Class B common stock to Class A common stock 16,040 — ( 16,040 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 423 — 5,361 — — — 5,361 Issuance of common stock under employee stock purchase plan 261 — — — 6,886 — — — 6,886 Issuance of common stock related to RSUs and PSUs vested 2,320 — — — — — — — — Charitable donation of common stock 82 — — — 1,987 — — — 1,987 Common stock withheld related to net share settlement of equity awards ( 33 ) — — — ( 908 ) — — — ( 908 ) Common stock repurchased ( 5,840 ) — — — ( 155,573 ) — — — ( 155,573 ) Stock-based compensation expense — — — — 125,341 — — ( 274 ) 125,067 Other comprehensive income (loss) — — — — — — ( 6,417 ) 547 ( 5,870 ) Net income (loss) — — — — — ( 41,816 ) — 105 ( 41,711 ) Balances at July 31, 2026 166,166 $ — 1,115 $ — $ 2,190,455 $ ( 1,265,386 ) $ 460 $ 45,958 $ 971,487 Six Months Ended July 31, 2025 Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Equity Shares Amount Shares Amount Balances at January 31, 2025 144,444 $ — 19,469 $ — $ 1,952,031 $ ( 1,167,614 ) $ ( 8,508 ) $ 45,397 $ 821,306 Conversion of Class B common stock to Class A common stock 1,234 — ( 1,234 ) — — — — — — Issuance of common stock related to vested exercised stock options — — 642 — 7,289 — — — 7,289 Issuance of common stock under employee stock purchase plan 256 — — — 8,404 — — — 8,404 Repurchases, net of early exercised stock options — — ( 1 ) — — — — — — Issuance of common stock related to RSUs and PSUs vested 1,818 — — — — — — — — Charitable donation of common stock 82 — — — 3,526 — — — 3,526 Vesting of early exercised stock options — — — — 53 — — — 53 Stock-based compensation expense — — — — 109,358 — — 753 110,111 Change in noncontrolling interest ownership — — — — 98 — — ( 98 ) — Other comprehensive income — — — — — — 6,997 150 7,147 Net loss — — — — — ( 45,083 ) — ( 1,171 ) ( 46,254 ) Balances at July 31, 2025 147,834 $ — 18,876 $ — $ 2,080,759 $ ( 1,212,697 ) $ ( 1,511 ) $ 45,031 $ 911,582 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents GitLab Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended July 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss, including amounts attributable to noncontrolling interest $ ( 41,711 ) $ ( 46,254 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense, net of amounts capitalized 125,067 110,111 Charitable donation of common stock 1,987 3,526 Amortization of intangible assets 4,030 4,035 Depreciation and amortization 2,640 1,315 Amortization of deferred contract acquisition costs 23,504 27,269 Net amortization of premiums or discounts on short-term investments ( 688 ) ( 5,605 ) Unrealized foreign exchange loss (gain), net ( 3,260 ) 10,970 Other non-cash expense, net 640 400 Changes in assets and liabilities: Accounts receivable 46,031 69,787 Prepaid expenses and other current assets 7,690 2,746 Deferred contract acquisition costs ( 24,747 ) ( 20,430 ) Other non-current assets ( 919 ) 181 Accounts payable 762 3,114 Accrued expenses and other current liabilities ( 6,968 ) ( 4,278 ) Accrued compensation and benefits 7,605 ( 11,063 ) Deferred revenue and customer advances 4,466 9,489 Other non-current liabilities ( 24 ) 358 Net cash provided by operating activities 146,105 155,671 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments ( 421,817 ) ( 483,898 ) Proceeds from maturities of short-term investments 358,647 347,886 Proceeds from sales of short-term investments 60,398 1,367 Additions to property and equipment ( 2,606 ) ( 3,816 ) Net cash used in investing activities ( 5,378 ) ( 138,461 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases 5,361 7,275 Issuance of common stock under employee stock purchase plan 6,886 8,404 Common stock repurchased ( 154,685 ) — Payments for taxes related to net share settlement of equity awards ( 908 ) — Net cash provided by (used in) financing activities ( 143,346 ) 15,679 Impact of foreign exchange on cash and cash equivalents ( 466 ) 833 Net increase (decrease) in cash and cash equivalents ( 3,085 ) 33,722 Cash and cash equivalents at beginning of period 229,576 227,649 Cash and cash equivalents at end of period $ 226,491 $ 261,371 Supplemental disclosure of cash flow information: Cash refunds for income taxes related to the bilateral advance pricing agreement $ ( 1,058 ) $ — Cash paid (refunds) for income taxes, including amounts related to the final settlement of JiHu formation $ 8,820 $ ( 1,676 ) Supplemental disclosure of non-cash investing and financing activities: Unpaid property and equipment in accounts payable and accrued expenses $ — $ 977 Excise tax on share repurchases included in accrued expenses $ 888 $ — The accompanying notes are an integral part of these condensed consolidated finan cial statements. 10 Table of Contents GitLab Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. Organization and Description of Business GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. The Company operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab”, 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. 11 Table of Contents 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Fiscal Year The Company's fiscal year ends on January 31. For example, references to fiscal year 2027 and 2026 refer to the fiscal year ending January 31, 2027 and the fiscal year ended January 31, 2026, respectively. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, stock-based compensation, 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 condensed consolidated financial statements include 100% of the accounts of wholly owned subsidiaries as well as a variable interest entity for which the Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation. Summary of Significant Accounting Policies There were no significant changes to the Company’s significant accounting policies disclosed in “Note 2” of the Company’s Annual Report on Form 10-K f or the fiscal year ended January 31, 2026. 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. The Company presents 12 Table of Contents financial information about geographical mix of revenue in “ Note 3. Revenues” of the condensed consolidated financial statements. 13 Table of Contents 3. Revenues Disaggregation of Revenue The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages): Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Subscription—self-managed and SaaS $ 258,311 $ 212,684 $ 497,617 $ 407,165 Subscription—self-managed 160,710 140,654 311,792 270,950 SaaS 97,601 72,030 185,825 136,215 License—self-managed and other $ 27,943 $ 23,276 $ 52,795 $ 43,304 License—self-managed 20,664 18,143 38,854 33,171 Professional services and other 7,279 5,133 13,941 10,133 Total revenue $ 286,254 $ 235,960 $ 550,412 $ 450,469 Total Revenue by Geographic Location The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 United States $ 239,162 $ 194,584 $ 456,807 $ 371,470 Europe 39,848 36,161 79,772 69,239 Asia Pacific 7,244 5,215 13,833 9,760 Total revenue $ 286,254 $ 235,960 $ 550,412 $ 450,469 Deferred Revenue and Customer Advances, and Contract Assets During the three and six months ended July 31, 2026 , the Company recognized $ 231.1 million and $ 375.5 million, respectively, of revenue that was included in the deferred revenue balance at the beginning of each period, compared to $ 177.9 million and $ 288.6 million, respectively, for the three and six months ended July 31, 2025 . Customer advances represent consideration received from customers under GitLab Flex arrangements (“Flex”) in which the customer has not yet selected the specific performance obligation to be delivered. Customer advances are included within deferred revenue and customer advances, current on the condensed consolidated balance sheets. As of July 31, 2026, customer advances were $ 15.0 million. Contract assets were $ 2.0 million and $ 4.5 million as of July 31, 2026 and January 31, 2026 , respectively, and are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. Remaining Performance Obligations As of July 31, 2026, the aggregate transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $ 1.2 billion, of which $ 40.4 million relates to non-cancellable customer advances under Flex contracts where specific 14 Table of Contents products and quantities are determined by the customer at a later date. This $ 40.4 million reflects the total dollar amount customers have committed under Flex contracts entered into through July 31, 2026 that had not yet been provisioned to specific products or services, of which $ 15.0 million had been billed and was reflected in customer advances as of that date, as described above under “Customer Advances.” As of July 31, 2026, excluding non-cancellable Flex customer advances, 65 % is expected to be recognized as revenue over the next 12 months, with the remainder recognized thereafter. 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 maintains allowances for potential credit losses on accounts receivable when deemed necessary. The Company uses various distribution channels. As of July 31, 2026, three channel partners represented 19 %, 11 % and 12 % of the accoun ts receivable balance, respectively, while as of January 31, 2026, two channel partners represented 17 % and 13 % of the acc ounts receivable balance, respectively. There were no individual customers whose balance represented more than 10% of accounts receivable as of July 31, 2026 and January 31, 2026. There were no individual customers whose revenue represented more than 10% of total revenue during all periods presented. 4. Cash Equivalents and Short-Term Investments The following table summarizes the Company’s cash equivalents and available-for-sale short-term investments by significant investment category as of July 31, 2026 (in thousands): As of July 31, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Level 1: Cash equivalents Money market funds $ 135,991 $ — $ — $ 135,991 Level 2: Cash equivalents U.S. Treasury securities 17,729 3 — 17,732 Total cash equivalents (1) 153,720 3 — 153,723 Short-term investments Commercial paper 2,438 — ( 5 ) 2,433 Corporate debt securities 436,865 47 ( 1,086 ) 435,826 U.S. Agency securities 92,671 1 ( 366 ) 92,306 U.S. Treasury securities 500,888 16 ( 974 ) 499,930 Total short-term investments 1,032,862 64 ( 2,431 ) 1,030,495 Total cash equivalents and short-term investments $ 1,186,582 $ 67 $ ( 2,431 ) $ 1,184,218 (1) Included in “cash and cash equivalents” in the condensed consolidated balance sheet as of July 31, 2026, in addition to cash of $ 72.8 million . 15 Table of Contents The following table summarizes the Company’s cash equivalents and available-for-sale short-term investments by significant investment category as of January 31, 2026 (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 condensed consolidated balance sheet as of January 31, 2026, in addition to cash of $ 76.8 million. The fair value of the Company’s Level 1 financial instruments, such as money market funds which are traded in active markets, is based on quoted market prices for identical instruments. The fair value of the Company’s Level 2 financial instruments such as commercial paper, corporate debt and U.S. government securities are obtained from an independent pricing service, which may use inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security that may not be actively traded. As of July 31, 2026 and January 31, 2026, the Company did not have any Level 3 financial instruments. During the six months ended July 31, 2026 , our consolidated joint venture, JiHu purchased and subsequently sold equity securities, with changes in fair value recorded in other income (expense), net. As of July 31, 2026 , JiHu held no equity securities. The following table summarizes unrealized losses on the Company’s cash equivalents and available-for-sale 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 Carrying Value Gross Unrealized Losses July 31, 2026 U.S. Agency securities $ 85,325 $ ( 366 ) $ — $ — $ 85,325 $ ( 366 ) Commercial paper 2,433 ( 5 ) — — 2,433 ( 5 ) Corporate debt securities 367,469 ( 1,086 ) — — 367,469 ( 1,086 ) 16 Table of Contents U.S. Treasury securities 395,253 ( 974 ) — — 395,253 ( 974 ) Total cash equivalents and short-term investments $ 850,480 $ ( 2,431 ) $ — $ — $ 850,480 $ ( 2,431 ) Less Than 12 Months 12 Months or Greater Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Carrying 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 ) 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. The following table classifies the Company’s available-for-sale short-term investments by contractual maturities (in thousands): July 31, 2026 January 31, 2026 Amortized cost Fair Value Amortized cost Fair Value Due within 1 year $ 671,522 $ 670,712 $ 610,087 $ 611,036 Due between 1 year to 2 years 361,340 359,783 418,791 419,291 Total $ 1,032,862 $ 1,030,495 $ 1,028,878 $ 1,030,327 All available-for-sale securities have been classified as current, based on management’s ability to use the funds in current operations. 5. Supplemental Financial Statement Information Other Inc ome (Expense), Net Other income (expense), net consisted of the following (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Foreign exchange gains (losses), net $ 1,817 $ ( 1,117 ) $ 2,353 $ ( 11,071 ) Other income, net 3,589 206 3,308 189 Total other income (expense), net $ 5,406 $ ( 911 ) $ 5,661 $ ( 10,882 ) 17 Table of Contents 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. During the six months ended July 31, 2026 , $ 1.6 million was paid to the two co-founders pursuant to the holdback arrangement. As of July 31, 2026, $ 0.5 million of the founder holdback remained unpaid. The Company recorded founder holdback compensation expense of $ 0.6 million and $ 0.9 million for the three and six months ended July 31, 2026 , respectively, and $ 0.3 million and $ 0.4 million for the three and six months ended July 31, 2025, respectively, in general and administrative expenses in the condensed consolidated statements of operations. 7. Goodwill and Intangible Assets, Net Goodwill The carrying amount of goodwill was as follows (in thousands): Carrying Amount Balance as of January 31, 2026 $ 17,379 Foreign currency translation adjustments 67 Balance as of July 31, 2026 $ 17,446 There was no goodwill impairment for any periods presented. Intangible Assets Intangible assets, net consisted of the following (in thousands): July 31, 2026 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination $ 16,713 $ ( 13,042 ) $ 3,671 0.7 Developed technology from asset acquisitions 7,660 ( 5,587 ) 2,073 0.8 Total $ 24,373 $ ( 18,629 ) $ 5,744 January 31, 2026 Gross Carrying Amount Accumulated Amortization Net Book Value Weighted average remaining amortization period (years) Developed technology from business combination $ 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 Amortization expense was $ 2.0 million for each of the three months ended July 31, 2026 and 2025, and $ 4.0 million for each of the six months ended July 31, 2026 and 2025 . 18 Table of Contents As of July 31, 2026, future a mortization expense related to the intangibles assets is expected to be as follows (in thousands): Fiscal Years Remainder of 2027 $ 4,030 2028 1,714 Total future amortization $ 5,744 8. Team Member Benefit Plans The Company contributes to defined c ontribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $ 1.7 million and $ 4.1 million for the three and six months ended July 31, 2026 , respectively, and $ 1.5 million and $ 3.8 million for the three and six months ended July 31, 2025 , respectively. 9. Equity On May 14, 2026, Sytse Sijbrandij, the Company's Executive Chair, converted 15,134,451 shares of Class B common stock into 15,134,451 shares of Class A common stock on a one -for-one basis. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock, which is entitled to one vote per share. The conversion had no impact on total stockholders' equity. Following the conversion, Mr. Sijbrandij remains the Company's largest individual shareholder of Class A common stock. Equity Incentive Plans In September 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor of the Company’s 2015 Equity Incentive Plan. Shares reacquired by the Company or allocable to expired or canceled stock options under either plan are added to the shares available for issuance under the 2021 Plan. Share Repurchase Program In March 2026, the Company's Board of Directors authorized the repurchase of up to $ 400.0 million of the Company's Class A common stock (the "2026 Repurchase Program"). The 2026 Repurchase Program may be modified, suspended, or terminated at any time and does not require the Company to repurchase any specific number or dollar amount of shares. Repurchases may be made from time to time in the open market, through privately negotiated transactions, through Rule 10b5-1 trading plans, or by other means, subject to market conditions, applicable legal requirements, and the Company's capital allocation priorities. During the six months ended July 31, 2026, the Company repurchased 5,840,297 shares of its Class A common stock for an aggregate purchase price of $ 154.7 million, at average prices of $ 26.47 per share. Repurchased shares were retired immediately upon settlement. As of July 31, 2026, $ 245.3 million remained available for repurchase under the 2026 Repurchase Program. 19 Table of Contents Stock Options, RSUs and PSUs The following table summarizes options activity under the Plans, and related information: Number of Stock Options Outstanding (in thousands) Weighted Average Exercise Price Weighted Average Remaining Years Aggregate Intrinsic value (in millions) Balances at January 31, 2026 4,011 $ 15.38 4.27 $ 78.6 Options exercised ( 423 ) 12.65 Options canceled ( 15 ) 22.77 Balances at July 31, 2026 3,573 $ 15.68 3.55 $ 67.3 Options vested at July 31, 2026 3,573 $ 15.68 3.55 $ 67.3 During the three and six months ended July 31, 2026, the Company recorded $ 0.7 million and $ 4.5 million stock-based compen sation expense related to options, respectively. During the three and six months ended July 31, 2025, the Company recorded $ 4.4 million and $ 9.3 million stock-based compensation expense related to options, respectively. The following table summarizes the Company’s restricted stock unit (“RSU”) activity: Number of Shares (in thousands) Weighted- Average grant date fair value Balances at January 31, 2026 8,505 $ 47.15 Granted 10,024 24.61 Vested ( 2,320 ) 42.31 Canceled/forfeited ( 2,155 ) 40.17 Balances at July 31, 2026 14,054 $ 32.94 These RSUs are grants of shares of the Company’s Class A common stock, the vesting of which is based on the requisite service requirement. Generally, the Company’s RSUs are subject to forfeiture and are expected to vest over two to four years ratably on a combination of bi-annual and quarterly basis. During the three and six months ended July 31, 2026 , the Company recor ded $ 56.2 million and $ 97.6 million stock-based compen sation expense related to RSUs, respectively. During the three and six months ended July 31, 2025 , the Company recorded $ 46.9 million and $ 92.0 million stock-based compensation expense related to RSUs, respectively. As of July 31, 2026 , total unrecognized stock-based compensation cost related to RSUs of $ 434.2 million is expected to be recognized over a weighted-average perio d of 2.8 years. PSUs During the six months ended July 31, 2026 , the Company granted performance stock units (“PSUs”) to certain members of its leadership team. The Company granted 1,631,155 PSUs with a weighted-average grant date fair value of $ 21.92 per share , subject to the achievement of specified performance targets in fiscal year 2027 and continuous service through the applicable vesting dates. The Company also granted 821,210 PSUs subject to the achievement of a specified market condition based on the Company's relative total shareholder return ("TSR") and continuous service through the applicable vesting dates. 20 Table of Contents For market-condition PSUs, t he Company estimated an aggregate grant date fair value of $ 25.52 per share on the grant date using the Monte Carlo simulation model with the following assumptions: (i) expected volatility of 57.16 % and (ii) risk-free interest rate of 3.85 %. Provided that the requisite service is rendered, the total fair value of these awards at the date of grant will be recognized as compensation expense on a straight-line basis over the requisite service period, even if the market condition is not achieved. During the three and six months ended July 31, 2026 , the Company recorded $ 11.7 million and $ 12.1 million, respectively, related to PSUs. During the three and six months ended July 31, 2025 , the Company recorded a net gain of $ 2.2 million and a net expense of $ 1.3 million, respectively, related to PSUs. As of July 31, 2026, total unrecognized stock-based compensation expense related to PSUs was $ 50.9 million , which is expected to be recognized over a weighted-average period of 1.3 years. 2021 Employee Stock Purchase Plan (“ESPP”) In September 2021, the Company’s board of directors and its stockholders approved the ESPP and participation of eligible team members. During the quarter ended July 31, 2026, the Company’s stock price on the purchase date, May 29, 2026, was lower than the Company’s stock price on the previously applicable offering date. As a result, the offering in effect was reset with the lower stock price becoming the new offering price and rolled over to a new 24-month offering period. The reset was treated as a modification resulting in incremental expense totaling $ 5.9 million, which is being recognized over the remaining requisite service period as of the date of reset. The following table summarizes assumptions used in estimating the fair value of the ESPP for the new offering period, which began June 1, 2026, using the Black-Scholes option-pricing model: Three Months Ended July 31, 2026 2025 Risk-free interest rate 3.72 % - 3.98 % 3.86 % - 4.22 % Volatility 67.48 % - 72.59 % 56.41 %- 58.43 % Expected term (in years) 0.50 - 2.00 0.50 - 2.00 Dividend yield — % — % The Company recorded $ 7.7 million and $ 11.2 million of stock-based compensation expense related to the ESPP during the three and six months ended July 31, 2026 , respectively. The Company record ed $ 4.2 million and $ 6.7 million of st ock-based compensation expense related to the ESPP durin g the three and six months ended July 31, 2025 , respectively. As of July 31, 2026, approximately $ 13.1 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): 21 Table of Contents Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Cost of revenue $ 3,891 $ 2,261 $ 6,755 $ 4,190 Sales and marketing 25,327 19,950 42,772 42,041 Research and development 21,803 19,197 35,433 33,469 General and administrative 23,985 12,876 40,107 30,411 Total stock-based compensation expense (1) $ 75,006 $ 54,284 $ 125,067 $ 110,111 (1) The table above includes stock-based compensation of JiHu. Refer to “Note 11. Joint Venture” for further discussion. The corporate income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation expense was zero for each of the three and six months ended July 31, 2026 and 2025 . 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 2026 and 2025, the Company’s board of directors approved annual donations of 163,556 and 163,555 shares of Class A common stock to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation, respectively. 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 six months ended July 31, 2026 and 2025 , the Company donated 81,778 shares of Class A common stock at fair value to the Foundation in each period, respectively. The fair value of the common stock was determined based on the quoted market price on the grant date. The donation expense of $ 1.2 million and $ 2.0 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and six months ended July 31, 2026 , respectively. The donation expense of $ 1.8 million and $ 3.5 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and six months ended July 31, 2025, respectively. 10. Restructuring and Other Related Charges On June 1, 2026, the Company’s Board of Directors approved a restructuring plan (the “2027 Plan”). It is intended to help position the Company for long-term success by realigning its operating structure to optimize execution against its strategic priorities. The 2027 Plan impacted approximately 14 % of the Company’s global workforce and is expected to be substantially complete with respect to employee separations by the end of fiscal year 2027. The Company expects total charges under the 2027 Plan to be approximately $ 30 million to $ 35 million, inclusive of amounts recognized to date. Restructuring and related charges include severance and termination benefits accounted for under ASC 420, Exit or Disposal Cost Obligations, retention incentives for continuing team members, stock-based compensation charges associated with modified or accelerated awards, and other associated costs. Retention incentives represent bonuses payable to continuing employees contingent upon remaining employed through specified service dates, generally through the first quarter of fiscal year 2028, and are recognized ratably over the requisite service period. The following table summarizes the restructuring charges included in the Company’s condensed consolidated statements of operations for the three and six months ended July 31, 2026 (in thousands): 22 Table of Contents Severance and Related Team Member Benefits Retention Costs Stock-Based Compensation Other Restructuring Costs Total Cost of revenue $ 973 $ 48 $ 379 $ 2 $ 1,402 Research and development 7,245 689 1,636 77 9,647 Sales and marketing 4,627 577 1,532 16 6,752 General and administrative 3,403 727 317 1,038 5,485 Total $ 16,248 $ 2,041 $ 3,864 $ 1,133 $ 23,286 The following table summarizes the activity in the restructuring liability in accordance with ASC 420 (in thousands). Retention incentives for continuing team members are excluded from the table below, as they are accounted for outside the scope of ASC 420: Balance as of January 31, 2026 $ 359 Charges 16,248 Cash payments ( 12,479 ) Balance as of July 31, 2026 $ 4,128 23 Table of Contents 11. Joint Venture The Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. As of July 31, 2026 and January 31, 2026, the Company retained control over JiHu with its equity stake at approximately 54 % . JiHu maintains employee stock option plans for its employees (the "JiHu ESOPs"). Compensation costs related to these awards are recognized on a graded attribution method, as the grants include a performance condition. Due to executive departures, during the three and six months ended July 31, 2026 , JiHu recorded a net reversal of stock-based compensation expense of $ 1.2 million and $ 0.3 million , respectively. During the three and six months ended July 31, 2025 , JiHu recorded $ 1.0 million and $ 0.8 million of stock-based compensation expense (net of forfeitures), respectively. As of July 31, 2026, approximately $ 0.7 million of total unrecognized compensation cost was related to the JiHu ESOPs that is expected to be recognized over a weighted-average period of 3.1 years . Selected Financial Information Selected financial information of JiHu, post intercompany eliminations, is as follows (in thousands): Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Revenue $ 3,255 $ 2,174 $ 5,792 $ 4,059 Cost of revenue 786 410 1,315 934 Gross profit 2,469 1,764 4,477 3,125 Operating expenses: Sales and marketing 570 1,500 2,077 2,972 Research and development 474 657 1,075 276 General and administrative ( 48 ) 1,636 1,267 2,924 Total operating expenses 996 3,793 4,419 6,172 Income (loss) from operations 1,473 ( 2,029 ) 58 ( 3,047 ) Interest income 110 155 217 320 Other income (expense), net ( 35 ) ( 45,491 ) ( 48 ) ( 45,466 ) Net income (loss) before income taxes 1,548 ( 47,365 ) 227 ( 48,193 ) Provision for income taxes 6 2 7 3 Net income (loss) $ 1,542 $ ( 47,367 ) $ 220 $ ( 48,196 ) Net income (loss) attributable to noncontrolling interest $ 712 $ ( 788 ) $ 105 $ ( 1,171 ) 24 Table of Contents July 31, 2026 January 31, 2026 Cash and cash equivalents $ 39,056 $ 37,179 Property and equipment, net 216 465 Other assets 6,821 3,342 Total assets $ 46,093 $ 40,986 Total liabilities $ 7,575 $ 7,086 25 Table of Contents 12. Income Taxes The Company's provision for income taxes is based on its worldwide estimated annual effective tax rate, except for (i) jurisdictions for which a loss is expected for the year and no benefit can be realized on those losses, (ii) jurisdictions for which forecasted pre-tax income or loss cannot be reasonably estimated, and (iii) the tax effect of discrete items occurring during the period. Tax for jurisdictions excluded from the worldwide estimated annual effective tax rate is calculated separately. For the three and six months ended July 31, 2026 , the Company recorded an income tax benefit of $ 3.2 million and $ 1.2 million on pretax loss of $ 39.3 million and $ 42.9 million , respectively . The income tax benefit for both periods was primarily attributable to the JiHu formation tax settlement with the China Tax Authority (“CTA”), partially offset by income tax expense on the earnings of the Company’s foreign operations. During the three and six months ended July 31, 2026, the Company made withholding tax ("WHT") payments of $ 6.1 million to the CTA in connection with the JiHu formation. Following successful negotiations, the CTA agreed not to assess late payment interest on the withholding taxes. As a result, the Company recognized a WHT benefit of $ 5.9 million. For the three and six months ended July 31, 2025 , the Company recorded income tax expense of $ 2.2 million and $ 4.8 million, respectively, on pretax loss of $ 7.8 million and $ 41.5 million, respectively . The income tax expense for both periods was primarily related to the Company’s foreign operations. During the three and six months ended July 31, 2026, the Company incurred restructuring expenses that were treated as a discrete item and excluded from the estimated annual effective tax rate calculation, as such costs are significant and infrequent in nature. The associated tax benefit was calculated on a with-and-without basis and recognized in the period incurred, rather than recognized ratably over the fiscal year through the estimated annual effective tax rate. The associated tax benefit was not material, as it was limited to the incremental federal and state current taxes that would have been payable absent the restructuring costs, after utilization of available net operating loss carryforwards and tax credits. The One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, modified various U.S. international tax provisions, including the U.S. taxation of profits derived from foreign operations and the associated foreign tax credit limitations, which became effective for the Company in fiscal year 2027. The OBBBA also permitted immediate expensing of U.S. research and development expenditures beginning in fiscal year 2026, which reduced the Company’s domestic cash taxes. The Company will continue to evaluate its effect on future periods. Under ASC 740, Income Taxes, the determination of the Company’s ability to realize its deferred tax asset requires an assessment of both negative and positive evidence. Consistent with prior years, the Company concluded that it is not more likely than not that its deferred tax assets in certain jurisdictions will be realized. All tax attributes agreed upon in the BAPA, including U.S. federal and state net operating losses (“NOLs”) and credits, as well as Netherlands NOLs, remain subject to full valuation allowance, as 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, with more weight given to historical results than to expectations of future profitability, which are inherently uncertain. Cumulative losses incurred by certain entities in recent periods represented sufficient negative evidence to require a valuation allowance against their net deferred tax assets. The Company evaluates the valuation allowance each reporting period, and the allowance could be released, in whole or in part, if operating results improve sufficiently to support realization of the related deferred tax assets. As of July 31, 2026 , unrecognized tax benefits were $ 26.4 million, of which $ 5.2 million would affect the effective tax rate if recognized. As of January 31, 2026, the unrecognized tax benefits were $ 31.3 million, of which $ 10.6 million would affect the effective tax rate if recognized. The decrease was primarily attributable to the JiHu formation tax settlement with the China Tax Authority. The Company is unable to reasonably estimate the timing of future payment of its unrecognized tax benefits or the amount by which the liability will increase or decrease over the next 12 months. 26 Table of Contents It is the Company's policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. Accrued interest and penalties were $ 1.1 million as of July 31, 2026 and $ 7.2 million as of January 31, 2026, respectively. As of July 31, 2026 , the Company’s U.S. federal tax years 2018 through 2025 were open and subject to potential examination. In addition, in the United States, NOLs or credits 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 2019 through 2025 remained open and 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, and 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): Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Numerator: Net loss attributable to GitLab $ ( 36,844 ) $ ( 9,208 ) $ ( 41,816 ) $ ( 45,083 ) Denominator: Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted 168,703 165,953 169,313 165,233 Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted $ ( 0.22 ) $ ( 0.06 ) $ ( 0.25 ) $ ( 0.27 ) 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 July 31, 2026 July 31, 2025 Shares subject to outstanding common stock options 3,573 5,226 Unvested RSUs and PSUs 16,506 9,944 Shares subject to the ESPP 62 66 Total 20,141 15,236 14. Commitments and Contingencies Contractual Obligations and Commitments The Company’s purchase obligations represent third-party non-cancellable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements. There were no material changes to the Company's non-cancellable purchase obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 27 Table of Contents 2026 , other than a new $ 10.0 million, one-year agreement with a third-party cloud services provider entered into during the six months ended July 31, 2026. 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 July 31, 2026 and January 31, 2026, the estimated liability relating to these matters was $ 0.9 million , recorded in other non-current liabilities on the condensed consolidated balance sheets, respectively. Warranties and Indemnifications The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the condensed consolidated financial statements. In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. Legal Proceedings 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. 28 Table of Contents 15. Subsequent Event On August 21, 2026, all outstanding shares of Class B common stock were automatically converted into shares of Class A common stock on a one -for-one basis (the "Sunset Date"), as the outstanding shares of Class B common stock represented less than 5% of the aggregate outstanding shares of common stock. Following the conversion, GitLab has a single class of common stock outstanding. The conversion had no impact on total stockholders' equity. 29 Table of Contents