Form 8-K

8-K — Gitlab Inc.

Accession: 0001628280-26-059820

Filed: 2026-09-01

Period: 2026-08-28

CIK: 0001653482

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — gtlb-20260828.htm (Primary)

EX-99.1 (gitlab-ex99120260731fy27.htm)

GRAPHIC (gitlablogoa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gtlb-20260828.htm · Sequence: 1

gtlb-20260828

0001653482FALSE00016534822026-08-282026-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2026

______________________________

GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)

____________________________________

Delaware 001-40895 47-1861035

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

Address Not Applicable1

Zip Code Not Applicable1

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: Not Applicable

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0000025 per share GTLB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

__________________________

1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.

Item 2.02 Results of Operations and Financial Condition.

On September 1, 2026, GitLab Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith as Exhibit 99.1. The Company also announced that it would hold a conference call to discuss its financial results for the fiscal second quarter ended July 31, 2026.

The Company makes reference to non-GAAP financial information in the Company’s press release and the webcast call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

The information contained herein, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

On August 28, 2026, Simon Mundy, the Chief Accounting Officer and “principal accounting officer” of GitLab Inc. (the “Company”), notified the Company of his decision to resign from his position in order to pursue an opportunity outside of the Company, effective as of September 16, 2026 (the “Effective Date”). Mr. Mundy’s decision to resign was not the result of any disagreement with the Company regarding its financial reporting, accounting practices, or internal controls. The Company thanks Mr. Mundy for his contributions and wishes him well in his future endeavors.

In connection with Mr. Mundy’s resignation, on August 31, 2026, the Company’s Board of Directors appointed Jessica Ross, the Company’s Chief Financial Officer, to assume the additional role of the Company’s “principal accounting officer”, effective as of the Effective Date. For biographical information with respect to Ms. Ross, see the information under the heading, “Executive Officers” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2026, which information is incorporated herein by reference.

Ms. Ross will not receive any additional compensation in connection with her assumption of the role of “principal accounting officer”.

Item 7.01 Regulation FD Disclosure.

On September 1, 2026, the Company posted supplemental investor materials on the Investors Relations section of its website, available at ir.gitlab.com. The Company announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on the Company’s website, press releases, public conference calls, webcasts, the Company’s X (Twitter) account (@gitlab), the Company’s Facebook page, the Company’s LinkedIn page, the Company’s news site, available at https://about.gitlab.com/press/, and blog posts on the Company’s corporate blog at https://about.gitlab.com/blog/ in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.

Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s website.

Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views

with respect to, among other things: its operations, including the plan to implement a global workforce reduction and restructuring of the Company’s operations and the plan’s expected impact; its financial performance; its industry and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipate(s),” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026 filed with the SEC as such factors may be updated from time to time in the Company’s periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release dated September 1, 2026.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GitLab Inc.

Dated: September 1, 2026

By: /s/ Jessica Ross

Jessica Ross

Chief Financial Officer

EX-99.1

Filename: gitlab-ex99120260731fy27.htm · Sequence: 2

Document

Exhibit 99.1

GitLab Reports Second Quarter Fiscal Year 2027 Financial Results

Second Quarter Fiscal Year 2027 Highlights:

•Total revenue of $286.3 million, up 21% year-over-year

•GAAP operating margin of (20)%; non-GAAP operating margin of 15%

•Operating cash flow of $(3.1) million and non-GAAP adjusted free cash flow of $9.8 million

San Francisco (September 1, 2026) -All-Remote-GitLab Inc. (NASDAQ: GTLB), the intelligent orchestration platform for DevSecOps, today reported financial results for its second quarter fiscal year 2027, ended July 31, 2026.

“Q2 was an exceptional quarter, with record gross bookings and net ARR growth exceeding 40% year over year,” said Bill Staples, GitLab Chief Executive Officer. “As AI drives more software creation and more work through the development lifecycle, the context, security, governance and control GitLab provides become increasingly valuable. We believe this creates a significant opportunity for GitLab as humans and agents increasingly build software together.”

“I am proud of our team’s performance, which delivered revenue growth of 21% and continued improvement across the business,” said Jessica Ross, GitLab Chief Financial Officer. “We saw sequential acceleration in dollar-based net retention and meaningful operating leverage, reflecting the strength of our execution and the increasing scalability of our model. These results demonstrate the durability of our growth opportunity and our ability to create long-term value.”

GitLab posted a letter on the Investor Relations section of its website at https://ir.gitlab.com/ to capture additional information about the company’s strategic investments that are designed to drive durable revenue growth.

Business Highlights:

•Introduced a new commercial model with GitLab Flex to give customers one annual commitment covering platform seats, GitLab Credits, and new eligible capabilities as they become available, with monthly reservations that can be reshaped as needs change without contract amendments.

•Launched GitLab Secrets Manager, which is now available as a usage-based add-on for Premium and Ultimate customers on GitLab.com, to make credentials easier to rotate and less likely to leak while bringing them under the same permissions and audit trail as the code that uses them.

•Expanded context for AI agents with GitLab Orbit, available in public beta, by connecting code, work items, pipelines, deployments, and production signals into a unified context graph, helping agents respond up to 11x faster with up to 45x fewer hallucinations in internal testing.

•Recognized as a Leader in the Gartner® Magic Quadrant™ for DevSecOps Platforms1 for the fourth consecutive year, reinforcing the value of a unified platform that gives enterprises speed with control across the software lifecycle.

•Quantified the potential business value of GitLab Duo Agent Platform through an independent Forrester Consulting Total Economic Impact™ study, which found organizations can achieve a 400% return on investment and $7.5 million in net present value (NPV) over three years, with payback in under six months.

1 Gartner, Magic Quadrant for DevSecOps Platforms, Keith Mann, Thomas Murphy, Bill Holz, June 15, 2026. Gartner and Magic Quadrant are trademarks of Gartner, Inc., and/or its affiliates.

Second Quarter Fiscal Year 2027 Financial Highlights (in millions, except per share data and percentages):

Q2 FY 2027

Q2 FY 2026

Y/Y Change

Revenue $ 286.3 $ 236.0 21 %

GAAP Gross margin 84 % 88 %

Non-GAAP Gross margin 86 % 90 %

GAAP Operating margin (20) % (8) %

Non-GAAP Operating margin 15 % 17 %

GAAP Operating loss $ (56.9) $ (18.4) $ (38.5)

Non-GAAP Operating income $ 42.6 $ 39.6 $ 3.0

GAAP Net loss attributable to GitLab $ (36.8) $ (9.2) $ (27.6)

Non-GAAP Net income attributable to GitLab $ 42.1 $ 40.9 $ 1.2

GAAP Net loss per share attributable to GitLab, basic $ (0.22) $ (0.06) $ (0.16)

GAAP Net loss per share attributable to GitLab, diluted $ (0.22) $ (0.06) $ (0.16)

Non-GAAP Net income per share attributable to GitLab, basic $ 0.25 $ 0.25 $ —

Non-GAAP Net income per share attributable to GitLab, diluted $ 0.24 $ 0.24 $ —

GAAP net cash provided by operating activities $ (3.1) $ 49.4 $ (52.5)

Non-GAAP adjusted free cash flow $ 9.8 $ 46.5 $ (36.7)

A reconciliation between GAAP and non-GAAP financial measures is contained in this release under the section titled “Non-GAAP Financial Measures.”

Additional Second Quarter Fiscal Year 2027 Financial Highlights:

•First Order growth of more than 100% year on year.

•Customers with more than $5,000 of ARR reached 11,114, an increase of 8% year-over-year.

•Customers with more than $100,000 of ARR reached 1,571, an increase of 17% year-over-year.

•Dollar-Based Net Retention Rate was 117%.

•Total RPO grew 16% year-over-year to $1.2 billion, while cRPO grew 20% to $744.7 million.

•In the quarter, GitLab repurchased approximately 3.5 million shares.

Third Quarter and Fiscal Year 2027 Financial Outlook

For the third quarter and fiscal year 2027, GitLab Inc. expects (in millions, except share and per share data):

Q3 FY 2027 Guidance FY 2027 Guidance

Revenue $281 - $283 $1,129 - $1,133

Non-GAAP operating income $35 - $37 $148 - $152

Non-GAAP diluted net income per share assuming approximately 172 million and 172 million weighted average shares outstanding during Q3 FY 2027 and FY 2027, respectively. $0.19 - $0.20 $0.85 - $0.87

These statements are forward-looking and actual results may differ materially as a result of many factors. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below in Non-

GAAP Financial Measures. We have not provided the most directly comparable GAAP financial guidance measures because certain items are out of our control or cannot be reasonably predicted. Accordingly, a reconciliation of non-GAAP guidance for operating income (loss) and net income (loss) per share to the corresponding GAAP measures is not available.

Conference Call Information

GitLab will host a conference call today, September 1, 2026, at 1:30 p.m. (PT) / 4:30 p.m. (ET) to discuss its second quarter fiscal year 2027 financial results and its guidance for the third quarter and full fiscal year 2027. Interested parties may register for the call in advance by visiting https://bit.ly/4qpW4tl. A live webcast of this conference call will be available on GitLab’s investor relations website (ir.gitlab.com), and a replay will also be archived on the website for one year.

About GitLab

GitLab is the intelligent orchestration platform for DevSecOps. GitLab enables organizations to increase developer productivity, improve operational efficiency, reduce security and compliance risk, and accelerate digital transformation. More than 50 million registered users and approximately 50% of the Fortune 100* trust GitLab to ship better, more secure software faster.

*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.

Non-GAAP Financial Measures

GitLab believes non-GAAP measures are useful in evaluating its operating performance. GitLab uses this supplemental information to evaluate its ongoing operations and for internal planning and forecasting purposes. GitLab believes that non-GAAP financial information, when taken collectively with its GAAP financial information, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Reconciliations of non-GAAP financial measures to the most directly comparable financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. We define non-GAAP financial measures as GAAP measures, excluding certain items such as stock-based compensation expense, amortization of acquired intangible assets, foreign exchange (gain) loss, acquisition related expenses, charitable donation of common stock, restructuring charges, a non-recurring income tax adjustment related to bilateral advance pricing agreement (“BAPA”) negotiations, non-recurring charges associated with the formation of our GitLab Information Technology (Hubei) Co., LTD Joint Venture in China (“JiHu”), and other expenses that the Company believes are not indicative of its ongoing operations. In addition to these exclusions, effective Q1 FY26 we utilize a fixed long-term projected tax rate in our computation of the non-GAAP income tax provision which reflects the new location of GitLab’s intellectual property in the U.S. following the conclusion of our bilateral advance pricing agreements. For FY26 and FY27, we have determined the projected non-GAAP tax rate to be 22%. Shares used for net income per share on a non-GAAP basis include incremental dilutive shares related to restricted stock units, options, and shares issuable under GitLab Inc.’s 2021 Employee Stock Purchase Plan that are anti-dilutive on a GAAP basis. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to

their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.

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 purchases of 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. 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 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, 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.

Forward-Looking Statements

This press release and the accompanying earnings call contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Although we believe that the expectations reflected in the forward-looking statements contained in this release and the accompanying earnings call are reasonable, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions, and other factors include, but are not limited to the following:

•our ability to effectively manage our growth;

•our revenue growth rate in the future;

•our ability to achieve and sustain profitability, our business, financial condition, and operating results;

•security and privacy breaches;

•intense competition in our markets and loss of market share to our competitors;

•our ability to respond to rapid technological changes;

•the market for our services may not grow;

•a decline in our customer renewals and expansions;

•fluctuations in our operating results;

•our incorporation of artificial intelligence features into our products;

•our transparency;

•our publicly available company Handbook;

•customers staying on our free self-managed or SaaS product offering;

•our ability to accurately predict the long-term rate of customer subscription renewals or adoption, or the impact of these renewals and adoption;

•our hiring model;

•the effects of ongoing armed conflict in different regions of the world on our business; and

•general economic conditions (including changes in interest rates, inflation, tariffs, regulatory uncertainty (including with respect to the federal budget and potential government shutdowns), volatile capital markets, and actual or perceived instability in the global banking sector) and slow or negative growth of our markets.

Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in the filings and reports we make with the Securities and Exchange Commission. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Operating Metrics

Annual Recurring Revenue (“ARR”): We define annual recurring revenue as the annual run-rate revenue of subscription agreements, including our self-managed and SaaS offerings but excluding professional services, from all customers as measured on the last day of a given month. We calculate ARR by taking the monthly recurring revenue (“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 self-managed license, self-managed subscription, and SaaS subscription offerings but excluding professional services.

Dollar-Based Net Retention Rate: 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 (“Prior Period ARR”). We then calculate the ARR from these customers as of the current period end (“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.

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

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 the consolidated variable 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 GitLab Inc.

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

GitLab Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended July 31, Six Months Ended July 31,

2026 2025 2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss, including amounts attributable to noncontrolling interest $ (36,132) $ (9,996) $ (41,711) $ (46,254)

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation expense, net of amounts capitalized 75,006 54,284 125,067 110,111

Charitable donation of common stock 1,166 1,787 1,987 3,526

Amortization of intangible assets 2,015 2,015 4,030 4,035

Depreciation and amortization 1,345 759 2,640 1,315

Amortization of deferred contract acquisition costs 10,580 13,370 23,504 27,269

Net amortization of premiums or discounts on short-term investments (364) (2,609) (688) (5,605)

Unrealized foreign exchange loss (gain), net (2,249) 1,069 (3,260) 10,970

Other non-cash expense, net 451 192 640 400

Changes in assets and liabilities:

Accounts receivable (57,325) 3,859 46,031 69,787

Prepaid expenses and other current assets 1,303 1,219 7,690 2,746

Deferred contract acquisition costs (15,002) (12,304) (24,747) (20,430)

Other non-current assets (1,147) (198) (919) 181

Accounts payable 1,115 (472) 762 3,114

Accrued expenses and other current liabilities (21,419) (14,257) (6,968) (4,278)

Accrued compensation and benefits 18,575 2,021 7,605 (11,063)

Deferred revenue and customer advances 18,754 8,284 4,466 9,489

Other non-current liabilities 236 346 (24) 358

Net cash provided by (used in) operating activities (3,092) 49,369 146,105 155,671

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of short-term investments (199,621) (237,946) (421,817) (483,898)

Proceeds from maturities of short-term investments 139,823 184,280 358,647 347,886

Proceeds from sales of short-term investments 50,476 — 60,398 1,367

Additions to property and equipment (213) (2,904) (2,606) (3,816)

Net cash used in investing activities (9,535) (56,570) (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 2,988 3,947 5,361 7,275

Issuance of common stock under employee stock purchase plan 6,886 8,404 6,886 8,404

Common stock repurchased (104,637) — (154,685) —

Payments for taxes related to net share settlement of equity awards (748) — (908) —

Net cash provided by (used in) financing activities (95,511) 12,351 (143,346) 15,679

Impact of foreign exchange on cash and cash equivalents (766) 502 (466) 833

Net increase (decrease) in cash and cash equivalents (108,904) 5,652 (3,085) 33,722

Cash and cash equivalents at beginning of period 335,395 255,719 229,576 227,649

Cash and cash equivalents at end of period $ 226,491 $ 261,371 $ 226,491 $ 261,371

GitLab Inc.

Reconciliation of GAAP to Non-GAAP

(in thousands, except per share data)

(unaudited)

Three Months Ended July 31, Six Months Ended July 31,

2026 2025 2026 2025

Gross profit on GAAP basis $ 240,616 $ 207,455 $ 467,286 $ 396,929

Gross margin on GAAP basis 84 % 88 % 85 % 88 %

Stock-based compensation expense 3,891 2,261 6,755 4,190

Amortization of acquired intangibles 2,015 2,015 4,030 4,035

Restructuring charges 1,023 — 1,023 —

Gross profit on non-GAAP basis $ 247,545 $ 211,731 $ 479,094 $ 405,154

Gross margin on non-GAAP basis 86 % 90 % 87 % 90 %

Sales and marketing on GAAP basis $ 134,363 $ 109,583 $ 253,721 $ 217,170

Stock-based compensation expense (25,327) (19,950) (42,772) (42,041)

Restructuring charges (5,220) — (5,220) —

Sales and marketing on non-GAAP basis $ 103,816 $ 89,633 $ 205,729 $ 175,129

Research and development on GAAP basis $ 94,980 $ 71,488 $ 166,462 $ 136,898

Stock-based compensation expense (21,803) (19,197) (35,433) (33,469)

Restructuring charges (8,011) — (8,011) —

Research and development on non-GAAP basis $ 65,166 $ 52,291 $ 123,018 $ 103,429

General and administrative on GAAP basis $ 68,208 $ 44,735 $ 119,787 $ 95,822

Stock-based compensation expense (23,985) (12,876) (40,107) (30,411)

Restructuring charges (5,168) — (5,168) —

Charitable donation of common stock (1,166) (1,787) (1,987) (3,526)

Acquisition related expenses (607) (157) (917) (340)

Other non-recurring charges (1,285) 320 (1,361) (643)

General and administrative on non-GAAP basis $ 35,997 $ 30,235 $ 70,247 $ 60,902

Loss from operations on GAAP basis $ (56,935) $ (18,351) $ (72,684) $ (52,961)

Stock-based compensation expense 75,006 54,284 125,067 110,111

Amortization of acquired intangibles 2,015 2,015 4,030 4,035

Restructuring charges 19,422 — 19,422 —

Charitable donation of common stock 1,166 1,787 1,987 3,526

Acquisition related expenses 607 157 917 340

Other non-recurring charges 1,285 (320) 1,361 643

Income from operations on non-GAAP basis $ 42,566 $ 39,572 $ 80,100 $ 65,694

Other income (expense), net on GAAP basis

$ 5,406 $ (911) $ 5,661 $ (10,882)

Foreign exchange gains (losses), net

(1,817) 1,117 (2,353) 11,071

Other non-recurring charges (3)

(3,679) 172 (3,497) 342

Other income (expense), net on non-GAAP basis $ (90) $ 378 $ (189) $ 531

Net loss attributable to GitLab common stockholders on GAAP basis $ (36,844) $ (9,208) $ (41,816) $ (45,083)

Stock-based compensation expense (2)

75,006 54,284 125,067 110,111

Amortization of acquired intangibles 2,015 2,015 4,030 4,035

Restructuring charges (1)

19,422 — 19,422 —

Charitable donation of common stock 1,166 1,787 1,987 3,526

Acquisition related expenses 607 157 917 340

Foreign exchange gains (losses), net

(1,817) 1,117 (2,353) 11,071

Income tax adjustment (4)

(15,068) (9,077) (24,034) (14,708)

Other non-recurring charges (3)

(2,394) (148) (2,136) 985

Net income attributable to GitLab common stockholders on non-GAAP basis $ 42,093 $ 40,927 $ 81,084 $ 70,277

GAAP net loss per share, basic $ (0.22) $ (0.06) $ (0.25) $ (0.27)

GAAP net loss per share, diluted $ (0.22) $ (0.06) $ (0.25) $ (0.27)

Non-GAAP net income per share, basic $ 0.25 $ 0.25 $ 0.48 $ 0.43

Non-GAAP net income per share, diluted $ 0.24 $ 0.24 $ 0.47 $ 0.41

Shares used in per share calculation - basic on GAAP basis 168,703 165,953 169,313 165,233

Effect of dilutive securities 5,246 4,535 3,151 5,220

Shares used in per share calculation - diluted on non-GAAP basis 173,949 170,488 172,464 170,453

(1) Restructuring charges primarily consist of severance and related employee benefits, retention costs, and asset write-downs associated with the restructuring announced in May 2026. These charges are not reflective of underlying trends in our business.

(2) Stock-based compensation expense includes $3.9 million of non-cash charges related to accelerated vesting and award modifications for employees impacted by the restructuring announced in May 2026.

(3) Other non-recurring charges for the three and six months ended July 31, 2026 include a $3.5 million indirect tax benefit related to the final settlement of amounts associated with the formation of JiHu.

(4) Income tax adjustment for the three months and six months ended July 31, 2026 and 2025 primarily reflects an assumed provision for income taxes based on our long-term projected tax rate of 22%. Income tax adjustment for the three and six months ended July 31, 2026 also includes a $5.9 million benefit related to the final settlement of amounts associated with the formation of JiHu.

GitLab Inc.

Reconciliation of GAAP Cash Flow from Operating Activities to Adjusted Free Cash Flow

(in thousands)

(unaudited)

Three Months Ended July 31, Six Months Ended July 31,

2026 2025 2026 2025

Computation of adjusted free cash flow

GAAP net cash provided by (used in) operating activities $ (3,092) $ 49,369 $ 146,105 $ 155,671

Less: Additions to property and equipment (213) (2,904) (2,606) (3,816)

Add: Non-recurring payments related to the

formation of JiHu 14,036 — 14,036 —

Less: Income tax refunds related to BAPA (981) (12) (1,058) (1,305)

Non-GAAP adjusted free cash flow $ 9,750 $ 46,453 $ 156,477 $ 150,550

Media Contact:

Jenn Malleo

Senior Director, Corporate Communications

GitLab Inc.

press@gitlab.com

Investor Contact:

Nic Edwards

Investor Relations

GitLab Inc.

ir@gitlab.com

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