Gitlab Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. You should review the section titled “Special Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview GitLab is the intelligent orchestration platform for DevSecOps, where software teams and their Artificial Intelligence (“AI”) agents stay in flow to ship software faster. Built with a unified data model, our platform brings together development, operations, Information Technology (“IT”), security, and business teams across the entire software development lifecycle to deliver better, more secure software faster. AI has accelerated individual coding, but teams lose momentum coordinating across planning, testing, security, deployment, and operations. Fragmented toolchains and tool-specific AI agents create bottlenecks that slow software delivery. GitLab's intelligent orchestration helps solve this by enabling teams to orchestrate AI agents to execute tasks autonomously across the software lifecycle while maintaining quality, security, and speed. GitLab accelerates customer innovation by reducing software development cycles from weeks to minutes. The platform eliminates the need for point tools, increases productivity, and embeds security into development workflows with automated enforcement to improve software security, quality, and compliance while enabling faster delivery. We serve teams of all sizes, scopes, and complexities. As a result, we have more than 50 million registered users, and approximately 50% of the Fortune 100 companies are GitLab customers 1 . We define our active customers as those with more than $5,000 of Annual Recurring Revenue, or ARR, in a given period, who we refer to as our Base Customers. A single organization with separate subsidiaries, segments, or divisions that uses our platform is considered a single customer for determining ARR. 1 Fortune 500® is a registered trademark of Fortune Media IP Limited, used under license. Claim based on GitLab data. Fortune 100 refers to the top 20% ranked companies in the 2025 Fortune 500 list, published in June 2025. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of GitLab. GitLab is the only intelligent orchestration platform for DevSecOps built on an open-core business model. Any customer or contributor can add or enhance functionality by contributing code to the core product or extending our Continuous Integration (“CI”)/Continuous Delivery (“CD”) Catalog and AI Catalog. In calendar year 2025, users contributed more than 6,500 merge requests, extending our in-house research and development (“R&D”) and empowering our users to improve the DevSecOps solution they use daily. Our open-core approach builds trust with our customers and enables us to maintain our high velocity of innovation. We make our strategy, direction, and product roadmap publicly available. GitLab offers flexible deployment options. Customers can install self-managed GitLab instances in their own on-premises or hybrid cloud environments, use our fully managed SaaS offering in public or private clouds, or deploy GitLab Dedicated, our single-tenant SaaS solution for organizations with complex security and compliance requirements. In June 2026, we introduced GitLab Flex (“Flex”), a purchasing model that allows customers to make a single annual dollar commitment and adjust their allocation of that commitment month-to-month across 30 Table of Contents platform seats, AI usage, and add-on capabilities without requiring contract amendments. Unprovisioned amounts committed under Flex arrangements are recorded as customer advances and are not classified as deferred revenue until the customer makes an affirmative election to provision specific products or services. See “Remaining Performance Obligations” and “Note 3. Revenues” to our condensed consolidated financial statements for additional information. See the section entitled “ Key Business Metrics—Dollar-Based Net Retention Rate and ARR” below for additional information about how we define ARR. Factors Affecting Our Performance Sustaining innovation and technology leadership We believe we have built a highly differentiated platform that gives us an advantage over our competitors by empowering business, development, security, operations, and IT teams to collaborate in a single application across the entire DevSecOps lifecycle. Our technology leadership is an outcome of various factors, including our strong community, network of contributors, and continued enhancement of The GitLab platform by developing new features and expanding the functionality of existing features with speed and consistency. We have had a history of releasing enhanc ements to The GitLab platform every month and, as of July 31, 2026, had done so for the last 178 months. We intend to continue releasing new software on a monthly cadence. We also intend to continue investing in research a nd development to further enhance The GitLab platform and sustain our innovation and technology leadership. We have a history of investing in our open source community and intend to continue to leverage our open core software to accelerate innovation. We also intend to continue to add headcount to our research and development team to extend the functionality and range of The GitLab platform by bringing new and improved products and services to our customers. We expect our research and development expenses to increase on an absolute basis in future periods. We foresee that such investment in research and development will contribute to our long-term growth, but may also negatively impact our short-term profitability. As engaged members of the GitLab open-source community, our contributors often serve as subject matter experts at market-leading developer events and The GitLab platform is presented on the cutting edge of innovation. We intend to continue to invest in building out this community to foster more contributions and collaboration in the space. Our open source community, in turn, accelerates our ability to innovate and provide a better platform to our customers. We intend to expend additional resources in the future to continue enhancing The GitLab platform and introducing new products, features and functionality. Acquiring New Customers Our future growth depends in large part on our ability to acquire new customers. This, in turn, relies on our ability to reach teams and organizations through our marketing and sales efforts. To this end, we are making investments in our sales and marketing efforts to expand our reach and differentiate The GitLab platform from competitive products and services. We believe that eventually the vast majority of organizations will switch to the GitLab platform and embrace a single application approach, creating a substantial opportunity to continue to grow our customer base. As a result, our Base Customers increased to 11,114 as of July 31, 2026 from 10,338 as of July 31, 2025, an increase of 8% and our $100,000 ARR customers increased to 1,571 as of July 31, 2026 from 1,344 as of July 31, 2025, an increase of 17%. See the section entitled “—Key Business Metrics—Dollar-Based Net Retention Rate and ARR” below for information about how we define ARR. Our operating results and growth prospects will depend in part on our ability to attract new customers. While we believe we have a significant market opportunity that The GitLab platform addresses, we will need to continue to invest in sales and marketing, research and development, and customer support to further grow our customer base, both in the United States and internationally. We believe that we have 31 Table of Contents more than 50 million registered users, which includes users of our free tier offering, providing a base of potential new customers. We intend to continue to add headcount to our global sales and marketing team to acquire new customers and to increase sales to existing customers. Retaining and Expanding Our Existing Customers We employ a “land and expand” business strategy that focuses on efficiently acquiring new customers and growing our relationships with existing customers over time. We believe that as our customers realize the benefits of a single application approach, they will increase the use of The GitLab platform, enhancing our ability to expand revenue generation within our existing customers over time. As a result of our approach, as of July 31, 2026 and 2025, our Dollar-Based Net Retention Rate w as 117% and 121%, respectively. See the section entitled “—Key Business Metrics—Dollar-Based Net Retention Rate and ARR ” below for information about how we define Dollar-Based Net Retention Rate. We plan to continue investing in sales and marketing, with a focus on expanding usage of our platform with our existing customers. We believe that this expansion will provide us with substantial operating leverage because the costs to expand sales within existing customers are significantly less than the costs to acquire new customers. Our future revenue growth and our ability to achieve and maintain profitability is dependent upon our ability to continue landing new customers, expanding the adoption of The GitLab platform by additional users within their organizations, selling add-on offerings, and upgrading customers to higher-priced tiers. Ultimately, our ability to increase sales to existing customers will depend on several factors, including our customers’ satisfaction with The GitLab platform, our pricing, competition, and overall changes in our customers’ spending levels. Partnerships, Alliances, Channels, and Integrations We believe that our further growth depends in part on our ability to build and maintain successful partnerships, alliances, channels and integrations. We are continuously investing in developing a strong ecosystem and partner network, comprised of cloud and technology partners, resellers, and system integrators, as a way to expand our go-to-market strategy. We plan to continue investing in and developing these relationships to broaden our distribution footprint and drive greater awareness of our brand and The GitLab platform. We believe that these partnerships will extend our sales reach and provide product and technology integrations that will accelerate implementation of The GitLab platform in the United States and internationally. While expending resources in developing these partnerships and alliances may adversely impact our short-term profitability, we believe these investments will lead to longer term growth for the business as a whole. Continuing to Scale our Business We plan to continue investing in our business so that we can capitalize on our market opportunity. We believe that these investments will contribute to our long-term growth, although they may adversely affect our operating results in the near term. Furthermore, we expect our general and administrative expenses to increase in absolute amount for the foreseeable future given the additional expenses for accounting, compliance, and insurance as a public company. We plan to balance these investments in future growth with a continued focus on managing our operating results. Key Business Metrics We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. Dollar-Based Net Retention Rate and ARR We believe that our ability to retain and expand our revenue generated from our existing customers is an indicator of the long-term value of our customer relationships and our potential future business opportunities. Dollar-Based Net Retention Rate measures the percentage change in our ARR derived 32 Table of Contents from our customer base at a point in time. Our calculation of ARR and by extension Dollar-Based Net Retention Rate, includes both self-managed and SaaS subscription revenue. We report Dollar-Based Net Retention Rate on a threshold basis of 130% each quarter or the actual number if below 130%. We calculate ARR by taking the monthly recurring revenue, or MRR, and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month, monthly revenue from committed contractual amounts of subscriptions, including our Flex, self-managed and SaaS offerings but excluding professional services. We calculate Dollar-Based Net Retention Rate as of a period end by starting with our customers as of the 12 months prior to such period end, or the Prior Period ARR. We then calculate the ARR from these customers as of the current period end, or the Current Period ARR. The calculation of Current Period ARR includes any upsells, price adjustments, user growth within a customer, contraction, and attrition. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the Dollar-Based Net Retention Rate. As of July 31, 2026 2025 Dollar-Based Net Retention Rate 117% 121% Customers with ARR of $100,000 or More We believe that our ability to increase the number of $100,000 ARR customers is an indicator of our market penetration and strategic demand for The GitLab platform. A single organization with separate subsidiaries, segments, or divisions that use The GitLab platform is considered a single customer for determining each organization’s ARR. We do not count our reseller or distributor channel partners as customers. In cases where customers subscribe to The GitLab platform through our channel partners, each end customer is counted separately. As of July 31, 2026 2025 $100,000 ARR customers 1,571 1,344 Components of Our Results of Operations Revenue Subscription - self-managed and SaaS Subscription revenue primarily consists of support, maintenance, upgrades, and updates on a when-and-if-available basis for our self-managed offering and the right to access our product in a cloud-based-infrastructure that we host for our SaaS offering. Subscription revenue is recognized ratably over the contractual term as the performance obligation is satisfied. The typical term of a subscription contract is one to three years. License - self-managed and other The license component of our self-managed offering provides the right to use our proprietary software. License revenue is recognized up-front when control of the software license transfers to the customer. Other revenue consists of professional services, including consulting, implementation, and training which is recognized as services are performed. See “Note 3. Revenues” to our condensed consolidated financial statements for additional information. 33 Table of Contents Cost of Revenue Subscription - self-managed and SaaS 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. As our SaaS and Duo Agent Platform offerings make up an increasing percentage of our total revenue, we expect to see increased associated cloud-related costs, such as hosting and managing costs, which may adversely impact our gross margins. License - self-managed and other Cost of self-managed license and other revenue consists primarily of contractor and personnel-related costs, including stock-based compensation expense, associated with the professional services team, third-party payment processing fees, and allocated overhead. We expect our cost of revenue for self-managed license and other to increase in absolute dollars as our self-managed and other revenue increases. Operating Expenses Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation, and sales commissions. Operating expenses also include IT overhead costs. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related expenses associated with our sales and marketing personnel, advertising, travel and entertainment related expenses, branding and marketing events, promotions, software subscriptions, and our allocated cloud infrastructure expenses for our free tier. Sales and marketing expenses also include sales commissions paid to our sales force. Such costs incurred on acquisition of an initial contract are capitalized and amortized over an estimated period of benefit of three years. We expect sales and marketing expenses to increase in absolute dollars as we continue to make strategic investments in our sales and marketing organization to drive additional revenue, further penetrate the market, and expand our global customer base, but to decrease as a percentage of our total revenue over time, although our sales and marketing expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses. Research and Development Research and development expenses consist primarily of personnel-related expenses, including contractors, as well as cloud infrastructure expenses to support our internal development efforts, and software and subscription services. Costs related to research and development are expensed as incurred. We expect research and development expenses to increase in absolute dollars as we continue to increase investments in our existing products and services. However, we anticipate research and development expenses to decrease as a percentage of our total revenue over time, although our research and development expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses. 34 Table of Contents General and Administrative General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources, and corporate administrative functions. General and administrative expenses also include external legal, accounting, and director and officer insurance, as well as other consulting and professional services fees, software and subscription services, in-person company-wide event expenses, and any contract termination fees. We incur expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, costs related to Sarbanes-Oxley compliance, and expenses for insurance, investor relations, and related professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our total revenue over time, although our general and administrative expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses. Interest Income, and Other Income (Expense), Net Interest income consists primarily of interest earned on our cash equivalents and short-term inve stments. Other income (expense), net consists primarily of foreign currency transaction gains and losses and indirect tax credit adjustments related to the JiHu formation. Provision for (Benefit from) Income Taxes Provision for (benefit from) income taxes consists primarily of income taxes in the foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance against our deferred tax assets in certain jurisdictions because we have concluded that it is not more likely than not that the deferred tax assets will be realized. 35 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented (in thousands): 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: (1) 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 (1) 134,363 109,583 253,721 217,170 Research and development (1) 94,980 71,488 166,462 136,898 General and administrative (1) 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 loss attributable to noncontrolling interest (2) 712 (788) 105 (1,171) Net loss attributable to GitLab $ (36,844) $ (9,208) $ (41,816) $ (45,083) (1) Includes stock-based compensation expense as follows: Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) (in thousands) 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 $ 75,006 $ 54,284 $ 125,067 $ 110,111 36 Table of Contents (2) Our results of operations include our variable interest entity, JiHu. The ownership interest of other investors is recorded as a noncontrolling interest. See “Note 11. Joint Venture” to our condensed consolidated financial statements for additional details. The following table sets forth the components of our condensed consolidated statements of operations as a percentage of total revenue for each of the periods presented: Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 Revenue 100 % 100 % 100 % 100 % Cost of revenue 16 12 15 12 Gross profit 84 88 85 88 Operating expenses: Sales and marketing 47 46 46 48 Research and development 33 30 30 30 General and administrative 24 19 22 21 Total operating expenses 104 96 98 100 Loss from operations (20) (8) (13) (12) Interest income 4 5 4 5 Other income (expense), net 2 — 1 (2) Loss before income taxes (14) (3) (8) (9) Provision for (benefit from) income taxes (1) 1 — 1 Net loss (13) % (4) % (8) % (10) % Net income (loss) attributable to noncontrolling interest — — — — Net loss attributable to GitLab (13) % (4) % (8) % (10) % Comparison of the Three and Six months ended July 31, 2026 and 2025 Revenue Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Subscription—self-managed and SaaS $ 258,311 $ 212,684 $ 45,627 21 % $ 497,617 $ 407,165 $ 90,452 22 % License—self-managed and other 27,943 23,276 4,667 20 52,795 43,304 9,491 22 Total revenue $ 286,254 $ 235,960 $ 50,294 21 % $ 550,412 $ 450,469 $ 99,943 22 % Revenue increased $50.3 million, or 21% , to $286.3 million for the three months ended July 31, 2026 from $236.0 million for the three months ended July 31, 2025 . Revenue increased $99.9 million, or 22%, to $550.4 million for the six months ended July 31, 2026 from $450.5 million for the six months ended July 31, 2025 . The increase was primarily due to the ongoing demand for the GitLab platform, including adding new customers, the expansion within our existing paid customers, and an increase in our number of customers with $100,000 or greater in ARR. As of July 31, 2026 and 2025, our expansion is reflected by our Dollar-Based Net Retention Rate being 117% and 121%, respectively. We had 1,571 customers 37 Table of Contents with ARR over $100,000 as of July 31, 2026, increasin g from 1,344 customers with ARR over $100,000 as of July 31, 2025. Revenue attributed to our variable interest entity, JiHu, was $3.3 million and $2.2 million for the three months ended July 31, 2026 and 2025, and $5.8 million and $4.1 million for the six months ended July 31, 2026 and 2025 , respectively . See “Note 11. Joint Venture” to our condensed consolidated financial statements for additional details. 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 products and quantities are determined by the customer at a later date, of which $15.0 million had been billed and was reflected in customer advances as of that date, as described in “Note 3. Revenues” to our condensed consolidated financial statements. 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. Cost of Revenue, Gross Profit, and Gross Margin Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Cost of revenue $ 45,638 $ 28,505 $ 17,133 60 % $ 83,126 $ 53,540 $ 29,586 55 % Gross profit 240,616 207,455 33,161 16 467,286 396,929 70,357 18 Gross margin 84 % 88 % (4) % 85 % 88 % (3) % Cost of revenue increased by $17.1 million, to $45.6 million for the three months ended July 31, 2026 from $28.5 million for the three months ended July 31, 2025, primarily due to an increase of $11.0 million in third party hosting costs for SaaS and cloud usage. The remaining change was primarily attributable to an increase of $4.3 million in personnel-related expenses, driven by an increase in our average customer support and professional services headcount and an increase of $1.6 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), and an increase of $1.0 million in restructuring costs. Gross margin decreased by 4% to 84% for the three months ended July 31, 2026 compared to 88% for the three months ended July 31, 2025 . Cost of revenue increased by $29.6 million, to $83.1 million for the six months ended July 31, 2026 from $53.5 million for the six months ended July 31, 2025, primarily due to an increase of $18.6 million in third party hosting costs for SaaS and cloud usage. The remaining change was primarily attributable to an increase of $8.1 million in personnel-related expenses, driven by an increase in our average customer support and professional services headcount and an increase of $2.6 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), and an increase of $1.0 million in restructuring costs. Gross margin decreased by 3% to 85% for the six months ended July 31, 2026 compared to 88% for the six months ended July 31, 2025 . The decrease in gross margin was primarily attributable to an increase in third party hosting costs for SaaS and cloud usage. Cost of revenue attributed to our variable interest entity, JiHu, wa s $0.8 million and $0.4 million for the three months ended July 31, 2026 and 2025, and $1.3 million and $0.9 million for the six months ended July 31, 2026 and 2025 , respectively . See “Note 11. Joint Venture” to our condensed consolidated financial statements for additiona l details. 38 Table of Contents Sales and Marketing Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Sales and marketing expenses $ 134,363 $ 109,583 $ 24,780 23 % $ 253,721 $ 217,170 $ 36,551 17 % Sales and marketing expenses increased by $24.8 million, to $134.4 million for the three months ended July 31, 2026 from $109.6 million for the three months ended July 31, 2025, primarily due to an increase of $9.3 million in personnel-related expenses, driven by an increase in our average sales and marketing headcount and an increase of $5.4 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), an increase of $5.2 million in restructuring costs, and an increase of $3.4 million in hosting expenses. The remaining change was primarily attributable to an increase of $1.7 million in marketing spend and an increase of $1.3 million in consulting expenses. Sales and marketing expenses increased by $36.6 million, to $253.7 million for the six months ended July 31, 2026 from $217.2 million for the six months ended July 31, 2025, primarily due to an increase of $9.7 million in hosting expenses, an increase of $7.3 million in personnel-related expenses, driven by an increase in our average sales and marketing headcount and an increase of $0.7 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), an increase of $5.2 million in restructuring costs, and an increase of $4.1 million from company events. The remaining change was primarily attributable to an increase of $2.5 million in consulting expenses and an increase of $1.9 million in marketing spend. Sales and marketing ex penses attributed to our variable interest entity, JiHu, were $0.6 million and $1.5 million for the three months ended July 31, 2026 and 2025, and $2.1 million and $3.0 million for the six months ended July 31, 2026 and 2025 , respectively . See “Note 11. Joint Venture” to our condensed consolidated financial statements for additional details. Research and Development Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Research and development expenses $ 94,980 $ 71,488 $ 23,492 33 % $ 166,462 $ 136,898 $ 29,564 22 % Research and development expen ses increased by $23.5 million, to $95.0 million for the three months ended July 31, 2026 from $71.5 million for the three months ended July 31, 2025, primarily driven by an increase of $8.0 million in restructuring costs, an increase of $6.1 million in personnel-related expenses, driven by an increase of $2.6 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), and an increase of $4.2 million primarily from an in-person company event. The remaining change was primarily attributable to an increase of $3.6 million in hosting expenses and an increase of $1.6 million in software expenses. Research and development expen ses increased by $29.6 million, to $166.5 million for the six months ended July 31, 2026 from $136.9 million for the six months ended July 31, 2025, primarily driven by an increase of $8.3 million in personnel-related expenses, driven by an increase of $2.0 million in stock- 39 Table of Contents based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), an increase of $8.0 million in restructuring costs, an increase of $6.3 million in hosting expenses, and an increase of $4.2 million primarily from an in-person company event. The remaining change was primarily attributable to an increase of $2.1 million in software expenses. Research and development expenses attributed to our variable interest entity, JiHu, were $0.5 million and $0.7 million for the three months ended July 31, 2026 and 2025, and $1.1 million and $0.3 million for the six months ended July 31, 2026 and 2025 , respectively . See “Note 11. Joint Venture ” to our condensed consolidated financial statements for additional details. General and Administrative Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) General and administrative expenses $ 68,208 $ 44,735 $ 23,473 52 % $ 119,787 $ 95,822 $ 23,965 25 % General and administrative e xpenses increased by $23.5 million to $68.2 million for the three months ended July 31, 2026 from $44.7 million for the three months ended July 31, 2025, primarily due to an increase of $16.7 million in personnel-related expenses, mainly attributable to an increase in our average general and administrative headcount and an increase of $11.1 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), an increase of $5.2 million in restructuring costs, and an increase of $1.3 million in software expenses. General and administrative e xpenses increased by $24.0 million to $119.8 million for the six months ended July 31, 2026 from $95.8 million for the six months ended July 31, 2025, primarily due to an increase of $19.1 million in personnel-related expenses, mainly attributable to an increase in our average general and administrative headcount and an increase of $9.7 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), and an increase of $5.2 million in restructuring costs. This was partially offset by a decrease of $1.5 million in charitable donation of common stock. General and administrative expenses attributed to our variable interest entity, JiHu, were not material for the three months ended July 31, 2026, compared to $1.6 million for the three months ended July 31, 2025 , and were $1.3 million and $2.9 million for the six months ended July 31, 2026 and 2025 , respectively . See “Note 11. Joint Venture” to our condensed consolidated financial statements for additional details. 40 Table of Contents Stock-Based Compensation Expense Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Cost of revenue $ 3,891 $ 2,261 $ 1,630 72 % $ 6,755 $ 4,190 $ 2,565 61 % Sales and marketing 25,327 19,950 5,377 27 42,772 42,041 731 2 Research and development 21,803 19,197 2,606 14 35,433 33,469 1,964 6 General and administrative 23,985 12,876 11,109 86 40,107 30,411 9,696 32 Total stock-based compensation expense $ 75,006 $ 54,284 $ 20,722 38 % $ 125,067 $ 110,111 $ 14,956 14 % Stock-based compensation ex pense increased by $20.7 million, to $75.0 million for the three months ended July 31, 2026 from $54.3 million for the three months ended July 31, 2025. The increase was primarily driven by an increase of $12.4 million related to PSU awards granted during the current fiscal year and an increase of $9.3 million in RSU expense. Stock-based compensation ex pense increased by $15.0 million, to $125.1 million for the six months ended July 31, 2026 from $110.1 million for the six months ended July 31, 2025. The increase was primarily due to an increase of $12.4 million related to PSU awards granted during the current fiscal year and an increase of $5.6 million in RSU expense, partially offset by a decrease in option expense. Stock-based compensation attributed to our variable interest entity, JiHu, during the three and six months ended July 31, 2026 was a net reversal of stock-based compensation expense of $1.2 million and $0.3 million, respectively, and during the three and six months ended July 31, 2025 was $1.0 million and $0.8 million of stock-based compensation expense (net of forfeitures), respectively. See “Note 11. Joint Venture” to our condensed consolidated financial statements for additional details. Interest Income and Other Income (Expense), Net Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Interest income $ 12,202 $ 11,511 $ 691 6 % $ 24,149 $ 22,373 $ 1,776 8 % Foreign exchange gains (losses), net 1,817 (1,117) 2,934 (263) 2,353 (11,071) 13,424 (121) Other income, net 3,589 206 3,383 1,642 3,308 189 3,119 1650 Total other income (expense), net $ 5,406 $ (911) $ 6,317 (693) % $ 5,661 $ (10,882) $ 16,543 (152) % 41 Table of Contents Interest income increased f or the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 , primarily due to income earned from our cash, cash equivalents, and short-term investments, driven by higher average balances during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 . Foreign exchange gains (losses), net increased for the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 p rimarily related to the revaluation of non-functional currency denominated monetary assets and liabilities. Other income, net increased for the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 p rimarily due to indirect tax benefit related to the final settlement of amounts associated with the formation of JiHu. Provision for (Benefit from) Income Taxes Three Months Ended July 31, Change Six Months Ended July 31, Change 2026 2025 $ % 2026 2025 $ % (in thousands, except percentages) (in thousands, except percentages) Provision for (benefit from) income taxes $ (3,195) $ 2,245 $ (5,440) (242.3)% $ (1,163) $ 4,784 $ (5,947) (124.3)% Effective tax rate 8.0% (32.2)% 40.2% 2.7 % (11.9) % 14.6% Our effective tax rate increased by approximately 40.2 percentage points for the three months ended July 31, 2026 as compared to the three months ended July 31, 2025, and by approximately 14.6 percentage points for the six months ended July 31, 2026 as compared to the six months ended July 31, 2025. Because we are in a pretax loss position, a tax benefit is expressed as a positive rate. We recognized a benefit of 15.0 percent and 13.8 percent for the three and six months ended July 31, 2026 due to the settlement of a JiHu formation withholding tax matter with the China Tax Authority. Our effective tax rate for the three and six months ended July 31, 2026 differed from the U.S. federal statutory tax rate of 21%, primarily due to the mix of income and losses across the jurisdictions in which we operate, the Base Erosion and Anti-abuse Tax (“BEAT”), nondeductible expenses, discrete tax items, and losses for which no benefit was recognized, partially offset by tax credits. Liquidity and Capital Resources Since inception, we have financed operations primarily through proceeds received from issuances of equity securities, preferred stock and payments received from our customers. As of July 31, 2026 and January 31, 2026, our principal source of liquidity was cash, cash equivalents, and short-term investments aggregating t o $1,257.0 million and $1,259.9 million , respectively, which were held for working capital and strategic investment purposes. As of July 31, 2026, cash and cash equivalents consist of cash in banks and money markets funds, while short-term investments mainly consist of treasuries, corporate debt securities, agency securities, and commercial paper. 42 Table of Contents We believe that our existing cash, cash equivalents, and short-term investments will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the price at which we are able to procure third-party cloud infrastructure, expenses associated with our international expansion, the introduction of platform enhancements, the continuing market adoption of the GitLab platform, and the amount and timing of any share repurchases. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operating results, and financial condition. The following table shows a summary of our cash flows for the periods presented: Six Months Ended July 31, 2026 2025 (in thousands) Net cash provided by operating activities $ 146,105 $ 155,671 Net cash used in investing activities $ (5,378) $ (138,461) Net cash provided by (used in) financing activities $ (143,346) $ 15,679 Operating Activities Our largest source of operating cash is payments received from our customers. Our primary uses of cash from operating activities are for personnel-related expenses, sales and m arketing expenses, third-party cloud infrastructure expenses, and overhead expenses. Net cash used in operating activities was $3.1 million for the three months ended July 31, 2026, primarily due to the timing of accounts receivable collections and cash payments associated with our restructuring activities, notwithstanding which we have generated positive cash flows for each of the six months ended July 31, 2026 and 2025 from operating activities. Cash provided by operating activities during the six months ended July 31, 2026 was $146.1 million, primarily consisting of our net loss of $41.7 million, adjusted for non-cash items of $153.9 million (mainly attributable to stock-based compensation expense of $125.1 million and amortization of deferred contract acquisition costs, net of $23.5 million), and net cash inflows of $33.9 million provided by changes in our operating assets and liabilities. The main drivers of the changes in operating assets and liabilities were the decrease in accounts receivable of $46.0 million, the decrease in prepaid expenses and other current assets of $7.7 million, the increase in accrued compensation and benefits of $7.6 million, the increase in deferred revenue of $4.5 million, partially offset by the increase in deferred contract acquisition costs of $24.7 million and the decrease in accrued expenses and other current liabilities of $7.0 million. These changes primarily reflect improved operational performance with successful collections driving lower accounts receivable, ongoing customer subscription growth contributing to increased deferred revenue, and an increase in deferred contract acquisition costs driven by sales commissions capitalized on new and renewed customer contracts executed during the period. 43 Table of Contents Cash provided by operating activities during the six months ended July 31, 2025 was $155.7 million, primarily consisting of our net loss of $46.3 million, adjusted for non-cash items of $152.0 million (mainly attributable to stock-based compensation expense of $110.1 million and amortization of deferred contract acquisition costs, net of $27.3 million), and net cash inflows of $49.9 million used in changes of our operating assets and liabilities. The main drivers of the changes in operating assets and liabilities were the decrease of accounts receivable of $69.8 million, the increase in accrued expenses and other liabilities of $4.3 million and the increase in deferred revenue of $9.5 million, partially offset by the decrease in accrued compensation and related expenses of $11.1 million and the decrease in deferred contract acquisition costs of $20.4 million. These changes primarily reflect improved operational performance with successful collections driving lower accounts receivable, higher accrued expenses for research and development spending, ongoing customer subscription growth contributing to increased deferred revenue, and the seasonal payment of prior period commissions and bonuses impacting accrued compensation balances. Investing Activities Cash used in investing activities during the six months ended July 31, 2026 was $5.4 million, primarily consisting of $2.8 million in purchases of short-term investments, net of proceeds from maturities and sales of short-term investments, and $2.6 million in additions to property and equipment. Cash used in investing activities during the six months ended July 31, 2025 was $138.5 million, primarily consisting of $134.6 million in purchases of short-term investments, net of proceeds from maturities and sales of short-term investments, and $3.8 million in purchases of property and equipment. Financing Activities Cash used in financing activities during the six months ended July 31, 2026 was $143.3 million, primarily attributable to $154.7 million in repurchases of common stock and $0.9 million of payments for taxes related to net share settlement of equity awards, partially offset by $5.4 million in proceeds from the issuance of common stock upon exercise of stock options and $6.9 million of proceeds from the issuance of common stock under the ESPP. During the six months ended July 31, 2026, we repurchased 5,840,297 shares of our Class A common stock for aggregate consideration of $154.7 million under our 2026 Repurchase Program. We funded these repurchases from the existing cash and short-term investments. As of July 31, 2026, $245.3 million remained available for future repurchases. Cash provided by financing activities during the six months ended July 31, 2025 was $15.7 million, attributable to $7.3 million of proceeds from the issuance of common stock upon stock options exercises and $8.4 million of proceeds from the issuance of common stock under the ESPP. 44 Table of Contents Adjusted Free Cash Flow Adjusted free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less cash used for additions to property and equipment, plus any non-recurring income tax payments related to the BAPA or minus any non-recurring income tax refunds related to the BAPA, plus any non-recurring payments related to the formation of JiHu (see “Note 12. Income Taxes” for further discussion). We believe that adjusted free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our operations that, after the investments in additions to property and equipment, any non-recurring income tax payments or refunds related to the BAPA, and any non-recurring payments related to the formation of JiHu, can be used for strategic initiatives, including investing in our business, repurchasing shares of our common stock, and strengthening our financial position. One limitation of adjusted free cash flow is that it does not reflect our future contractual commitments. Additionally, adjusted free cash flow does not represent the total increase or decrease in our cash balance for a given period. The following table presents a reconciliation of adjusted free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, for the periods presented (in thousands): Six Months Ended July 31, 2026 2025 Computation of adjusted free cash flow GAAP net cash provided by (used in) operating activities $ 146,105 $ 155,671 Less: Additions to property and equipment (2,606) (3,816) Less: Income tax refunds related to BAPA (1,058) (1,305) Add: Non-recurring payments related to the formation of JiHu 14,036 — Non-GAAP adjusted free cash flow $ 156,477 $ 150,550 Contractual Obligations and Commitments For more information regarding our contractual obligations, refer to “Note 14. Commitments and Contingencies” to our condensed consolidated financial statements . Critical Accounting Estimates Our condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP. 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 condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected. For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, which was filed with the SEC on March 17, 2026. 45 Table of Contents Recently Issued Accounting Pronouncements Aside from the new accounting pronouncements already discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 , there were no additional pronouncements issued or effective during the period that would materially affect our condensed consolidated financial statements. 46 Table of Contents