Financial Analysis

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.

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14. Commitments and Contingencies Contractual Obligations and Commitments The Companys 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, 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 si …

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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 Subscriptionself-managed and SaaS $ 258,311 $ 212,684 $ 497,617 $ 407,165 Subscriptionself-managed 160,710 140,654 311,792 270,950 SaaS 97,601 72,030 185,825 136,215 Licenseself-managed and other $ 27,943 $ 23,276 $ 52,795 $ 43,304 Licenseself-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 …

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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 . 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

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"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 Companys 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 . T …

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10. Restructuring and Other Related Charges On June 1, 2026, the Companys 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 Companys 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 Companys condensed consolidated statements of operations for the three and six months ended July 31, 2026 (in thousands): Severance and Related Team Member Benefits Retention Costs Stock-Based Compensation Other Restructuring Costs Total …

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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 Subscriptionself-managed and SaaS $ 258,311 $ 212,684 $ 497,617 $ 407,165 Subscriptionself-managed 160,710 140,654 311,792 270,950 SaaS 97,601 72,030 185,825 136,215 Licenseself-managed and other $ 27,943 $ 23,276 $ 52,795 $ 43,304 Licenseself-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 Companys total revenue by geographic location based on the region of the Companys 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, resp …

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"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 Companys 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 cap …

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"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."

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