gtlb-20260708

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): July 8, 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: [email protected].

Item 7.01. Regulation FD Disclosure.

Business Update

On July 8, 2026, GitLab Inc. (the “Company”) published slides on the investor relations section of its website at https://ir.gitlab.com/ (the “Business Update Slides”). The Business Update Slides which are attached hereto as attached as Exhibit 99.1, are related to updated business information and are incorporated herein by reference. The Company plans to use the Business Update Slides, in whole or in part, in connection with presentations to investors, analysts and others.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Business Update Slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating, as deemed appropriate, may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Consumption Business Updates

As part of the Business Update Slides, the Company is providing additional information on early growth trends for consumption-based products, reflected as paid Consumption Run Rate ("CRR"), a figure first disclosed by the Company during the its earnings call for the first quarter ended April 30, 2026 (“Q1 FY27”) held on June 2, 2026. CRR is not material to the Company's financial performance at this time given the recent launch of its consumption-based products. The figure is being supplemented here to provide an early signal of the progress of those products and the Company's belief that consumption-based products may become a material source of revenue over time.

Year-to-date FY27, the Company has seen continued positive traction in paid consumption revenue and closed its first deals under Flex, its new consumption-based buying program, which became available to customers after the earnings call in June. Since the Q1 FY27 earnings call, the Company has continued to refine the CRR metric. First, the Company has incorporated Flex into the CRR calculation. In addition, the calculation now excludes certain one-time credit incentives granted to paying customers. Adjusting for these incentives, CRR as of the end of Q1 FY27 would have been closer to $15 million compared to the "nearly $20 million" discussed on the earnings call. Given continued growth in paid consumption trends, CRR has since surpassed $20 million as of June 30, 2026.

As stated on the Company's Q1 FY27 earnings call, this internal metric is new, and the Company expects its definition and calculation methodology to continue to evolve as the consumption business matures. The Company has and will continue to refine this metric to incorporate future consumption products, evolving go-to-market practices, and future buying programs.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s trends with respect to consumption-based products, the future uptake of the Company’s Flex program or future developments with the CRR metric. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including the factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2026, filed

with the Securities and Exchange Commission on June 2, 2026, and the Company’s other filings with the Securities and Exchange Commission. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Business Update Slides
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: July 08, 2026

By:

/s/ Jessica P. Ross

Jessica P. Ross

Chief Financial Officer

© GitLab Inc. This presentation contains “forward-looking statementsˮ within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our future operating results and financial position, anticipated future expenses and investments, expectations relating to certain of our key financial and operating metrics, our business strategy and plans, market growth, our market position and potential market opportunities, and our objectives for future operations. The words “believe,ˮ “may,ˮ “will,ˮ “estimate,ˮ “potential,ˮ “continue,ˮ “anticipate,ˮ “intend,ˮ “expect,ˮ “could,ˮ “would,ˮ “project,ˮ “plan,ˮ “target,ˮ “expect,ˮ and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on managementʼs expectations, assumptions, and projections based on information available at the time the statements were made. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change due to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include 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 open-source or free 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; and our hiring model. 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 hereof or to reflect the occurrence of unanticipated events, except as required by law. This presentation also contains estimates and other statistical data made by independent parties and by GitLab relating to market size and growth and other industry data. Such data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. GitLab has not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, it cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of its future performance and the future performance of the markets in which GitLab competes are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results or outcomes to differ materially from those expressed in the estimates made by the independent parties and by GitLab. This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States ("GAAP"), which are used by management as a supplemental measure, have certain limitations, and should not be construed as alternatives to financial measures determined in accordance with GAAP. The non-GAAP measures as defined by us may not be comparable to similar non-GAAP measures presented by other companies. Our presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that our future results will be unaffected by other unusual or non-recurring items. A reconciliation is provided in the Appendix to the most directly comparable financial measure stated in accordance with GAAP. For further information with respect to GitLab, we refer you to our most recent Annual Report on Form 10K and Quarterly Reports on Form 10Q filed with the SEC. In addition, we are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, accordingly file periodic reports, current reports, proxy statements and other information with the SEC. These periodic reports, current reports, proxy statements and other information are available for review at the SECʼs website at http://www.sec.gov.

© GitLab Inc. GitLab agentic infrastructure for speed and control. Governance for every action Immune System Context for faster, better decisions Nervous System DevOps tools for fast execution Motor System

© GitLab Inc. Governance for every action Immune System Context for faster, better decisions Nervous System Today A unified platform Source code management Planning Continuous integration Artifact registry Continuous deployment DevOps tools for fast execution Motor System Machine Scale Infrastructure1

© GitLab Inc. Next-Gen Source Code Management Architecture Agents & clients Intelligence layer Elastic compute Elastic object storage Routing Caching Background work Scale on demand Objects Local disk cache only Agents DevelopersCI Dispatch Read / write Requests

© GitLab Inc. Governance for every action Immune System DevOps tools for fast execution Motor System Today A single data model across the SDLC Context for faster, better decisions Nervous System Context2

© GitLab Inc. Working with a personal project A magical experience! Working with a large monorepo Agents work, but… takes too many iterations, tokens, and too long Agents fail as context window fills up, and agents give up Working with multiple repos Context amount neededLow High

© GitLab Inc. Your agents are more accurate, use fewer tokens, work faster. They can tackle previously impossible to answer questions. GitLab Orbit Context graph for the entire software lifecycle Introducing

© GitLab Inc. Context for faster, better decisions Nervous System DevOps tools for fast execution Motor System Today Proactive security & compliance Software composition analysis Security testing Vulnerability management Policy enforcement Compliance management Governance for every action Immune System Governance3

© GitLab Inc. Today Agentic SDLC with Duo Agent Platform Governance for every action Immune System Context for faster, better decisions Nervous System DevOps tools for fast execution Motor System Cloud agnostic Model agnostic Bring your own model Air-gapped deployments Orchestration4

© GitLab Inc. Planner agent Security Analyst agent Data Analyst agent CI Expert agent Agentic Chat (/explain, /refactor, /tests, ...) Custom agents External agents Claude Code, Codex, Gemini, ...) A specialist agent for every job

© GitLab Inc. Developer flow Fix CI/CD Pipeline flow Convert to GitLab CI/CD flow Code Review flow Vulnerability Resolution flow SAST false positive detection flow Secret false positive detection flow Agentic flows that automate the multi-step work

© GitLab Inc. Code review Fix failed pipelines Duo Agentic Chat Software development flow SAST vulnerability resolution Proven ROI with Duo Agent Platform 100x 19x 16x 12x 30x> 1.5 hours per fix > 2 hours per issue > 1.5 hours per fix > 20 minutes per review TIME SAVED > 30 minutes daily TIME SAVED TIME SAVED TIME SAVED TIME SAVED

© GitLab Inc. Human Govern Secure OBSERVE BUILDPLAN DEPLOY AutonomousAgentic Assist Govern Secure weeks to months 24x 20x One platform for all modes of engineering5 Cloud and model neutral for how you want to work

© GitLab Inc. First quarter fiscal year 2027 results Note: Figures as of the three months ended April 30, 2026 Q1 FY27) unless otherwise noted 1 Definitions and reconciliations with most directly comparable GAAP figure can be found in the Appendix 14%$264M 23% Revenue1 Q1 FY27 Non-GAAP Operating Margin1 YoY Revenue Growth1 56%203bps $147M Q1 FY27 Non-GAAP Operating Margin1 Expansion Q1 FY27 Non-GAAP Adj. Free Cash Flow Margin1 Adjusted Free Cash Flow1

© GitLab Inc. GitLab Ultimate Market leading, AI-native enterprise-grade DevSecOps solution 57% 7 10 of total ARR1 from GitLab Ultimate as of Q1 FY27 largest deals purchased GitLab Ultimate in Q1 FY27 1 Definitions can be found in the Appendix out of

© GitLab Inc. Five growth initiatives 01 Accelerating first orders • 30% new logo growth YoY • Highest absolute first order count in 10 quarters • Gross bookings improvement • New footprint with non-technical teams • Consumption signals • DAP attached to 4 of top 10 deals • Access to incremental AI budgets • Expanded relationships with AWS, GCP, Anthropic • Headwinds persist for 20% of ARR • Solving for increased coverage and time to value 02 Scaling sales capacity 03 Expanding monetization 04 Supporting price-sensitive customers 05 Executing AI strategy

© GitLab Inc. 100% YoY growth in first orders in Q2 FY27-to-date First order momentum is strong GitLab continues to win new logos at an increasing rate driven by: ● Platform innovation ● Go-to-market investments ● Native agentic capabilities

© GitLab Inc. Flex Launch & CRR Outlook Consumption Business Update Note: CRR is an internal metric GitLab expects to continue to evolve as its consumption business matures. GitLab has and will continue to refine this metric to incorporate future consumption products, evolving go-to-market practices and future buying programs. Flex launched in Q2 FY27 Consumption-based buying program now in market with initial agreements closed Active FY27 pipeline Additional DAP + Flex opportunities in process Flex will expand CRR Flex commitments now reflected in paid Consumption Run Rate Consumption Run Rate Metric update Definition updated to include Flex post June launch. Excludes certain one-time incentives granted to paying customers. Updated Q1 paid CRR: ~$15M.

© GitLab Inc. 3 insights from our Executive Advisory Board Agents are like psychopathic interns. They lack good judgement. A human could go to jail for certain decisions. What about an agent? — Head of engineering, major technology platform “ These pain points illustrate where the market is heading and GitLabʼs growing value proposition GitLab's value is two-fold: cloud, model, and tool neutrality — and everything that happens around code generation: tests, controls, governance. — Head of software engineering, Top-10 US bank “ We can no longer configure governance project by project. We need mission control logic — policy injected at the platform level across the entire estate. — EAB customer, 200,000+ repositories “ “““

© GitLab Inc. 5 architectural bets Machine-scale infrastructure ● Git for 100x growth ● New set of APIs Context ● GitLab Orbit ● Context brought to life ● Compounds over time Governance ● Identity, audit, policy, and deployment flexibility as core platform services One platform for all modes ● Human SDLC, agent-assisted, and autonomous agentic ● One control plane & data model Orchestration ● Tying activity to business outcomes ● Expansion across new SKUs ● Value scales with work performed

© GitLab Inc. Focus on disciplined resource allocation Non-GAAP Gross Margin 1 Non-GAAP Operating Expenses 1,2 % of Revenue) 1 Definitions and reconciliations with most directly comparable GAAP figure can be found in the Appendix 2 Q1FY25 G&A expenses include $15 million expense related to our in-person company-wide event

© GitLab Inc. Balancing growth and margin expansion 1 Definitions and reconciliations with most directly comparable GAAP figure can be found in the Appendix 2 Q1FY25 G&A expenses include $15 million expense related to our in-person company-wide event Non-GAAP Operating Income / Loss1,2 % of Revenue)

© GitLab Inc. Meaningful growth in adjusted free cash flow Non-GAAP Adjusted Free Cash Flow1 % of Revenue) 1 Definitions and reconciliations with most directly comparable GAAP figure can be found in the Appendix

© GitLab Inc. GAAP to Non-GAAP reconciliation Gross Profit $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 GAAP Gross Profit $674,109 $834,481 $189,474 $226,670 Stock-based Compensation Expense $7,922 $10,313 $1,929 $2,864 Amortization of Acquired Intangibles $8,126 $8,065 $2,020 $2,015 Restructuring Charges $0 $153 $0 $0 Non-GAAP Gross Profit $690,157 $853,012 $193,423 $231,549 Non-GAAP Gross Profit Margin % 91% 89% 90% 88%

© GitLab Inc. GAAP to Non-GAAP reconciliation Sales & Marketing Expense $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 Sales & Marketing Expense $384,295 $434,725 $107,587 $119,358 Stock-based Compensation Expense $72,954 $78,967 $22,091 $17,445 Restructuring Charges $1,126 $1,493 $0 $0 Non-GAAP Sales & Marketing Expense $310,215 $354,265 $85,496 $101,913 As % of Revenue 41% 37% 40% 39%

© GitLab Inc. GAAP to Non-GAAP reconciliation Research & Development Expense $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 Research & Development Expense $239,652 $274,574 $65,410 $71,482 Stock-based Compensation Expense $58,312 $63,754 $14,272 $13,630 Restructuring Charges $393 $0 $0 $0 Non-GAAP Research & Development Expense $180,947 $210,820 $51,138 $57,852 As % of Revenue 24% 22% 24% 22%

© GitLab Inc. GAAP to Non-GAAP reconciliation General & Administrative Expense $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 General & Administrative Expense $192,877 $195,663 $51,087 $51,579 Stock-based Compensation Expense $46,711 $61,917 $17,535 $16,122 Amortization of Acquired Intangibles $0 $0 $0 $0 Restructuring Charges $377 $0 $0 $0 Charitable Donation of Common Stock $11,828 $7,093 $1,739 $821 Change in Fair Value of Acquisition Related Contingent Consideration $3,750 $0 $0 $0 Acquisition related expenses $3,240 $877 $183 $310 Other Non-recurring Charges $5,622 $614 $963 $76 Non-GAAP General & Administrative Expense $121,349 $125,162 $30,667 $34,250 As % of Revenue 16% 13% 14% 13%

© GitLab Inc. GAAP to Non-GAAP reconciliation Operating Income Loss $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 GAAP Operating Loss $142,715 $70,481 $34,610 $15,749 Stock-based Compensation Expense $185,899 $214,951 $55,827 $50,061 Amortization of Acquired Intangibles $8,126 $8,065 $2,020 $2,015 Restructuring Charges $1,896 $1,646 $0 $0 Charitable Donation of Common Stock $11,828 $7,093 $1,739 $821 Change in Fair Value of Acquisition Related Contingent Consideration $3,750 $0 $0 $0 Acquisition related expenses $3,240 $877 $183 $310 Other Non-recurring Charges $5,622 $614 $963 $76 Non-GAAP Operating Income $77,646 $162,765 $26,122 $37,534 Non-GAAP Operating Income Margin % 10% 17% 12% 14%

© GitLab Inc. GAAP to Non-GAAP reconciliation Net Income Loss Attributable to GitLab $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 Net Loss Attributable to GitLab $6,326 $55,956 $35,875 $4,972 Stock-based Compensation Expense $185,899 $214,951 $55,827 $50,061 Amortization of Acquired Intangibles $8,126 $8,065 $2,020 $2,015 Restructuring Charges $1,896 $1,646 $0 $0 Charitable Donation of Common Stock $11,828 $7,093 $1,739 $821 Change in Fair Value of Acquisition Related Contingent Consideration $3,750 $0 $0 $0 Acquisition related expenses $3,240 $877 $183 $310 Loss from Equity Method Investment, Net of Tax $0 $0 $0 $0 Impairment of equity method investment $0 $0 $0 $0 De-Consolidation Gains $0 $0 $0 $0 Foreign Exchange Gains Losses, Net $9,416 $19,465 $9,954 $536 Income Tax Adjustment $80,468 $35,454 $5,631 $8,966 Other Non-recurring Charges $6,312 $4,848 $1,133 $258 Non-GAAP Net Income Attributable to GitLab $124,841 $165,535 $29,350 $38,991 Non-GAAP Net Income Margin % 16% 17% 14% 15%

© GitLab Inc. GAAP to Non-GAAP reconciliation Operating Cash Flow to Adjusted Free Cash Flow $ in thousands) Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes FY 2025 FY 2026 Q1 FY26 Q1 FY27 Net Cash Provided by Used in) Operating Activities $63,971 $232,856 $106,302 $149,197 Additions to property and equipment $3,765 $10,827 $912 $2,393 Income tax payments (refunds) related to BAPA $187,735 $2,479 $1,293 $77 Adjusted Free Cash Flow $119,999 $219,550 $104,097 $146,727 Adj. Free Cash Flow Margin % 16% 23% 49% 56%

© GitLab Inc. Definitions Customer: A single organization with separate subsidiaries, segments, or divisions that use the GitLab platform is considered a single customer for determining each organizationʼs ARR. Reseller or distributor channel partners are not counted as customers. In cases where customers subscribe to the GitLab platform through our channel partners, each end customer is counted separately. Base Customers: Customers generating $5,000 or more in ARR. Monthly Recurring Revenue (“MRRˮ): Aggregate monthly revenue for all customers during that month from committed contractual amounts of subscriptions, including self-managed and SaaS offerings but excluding professional services. Annual Recurring Revenue (“ARRˮ): Monthly recurring revenue multiplied by 12. Current Period ARR Includes any upsells, price adjustments, user growth within a customer, contraction, and attrition. Dollar-Based Net Retention Rate: The percentage change in ARR derived from the customer base at a point in time. Calculated as of a period end by starting with customers as of 12 months prior to such period end (“Prior Period ARRˮ). Then ARR for the same customers is calculated as of the current period end (“Current Period ARRˮ). Current Period ARR includes any upsells, price adjustments, user growth within a customer, contraction, and attrition. Current Period ARR is then divided by the total Prior Period ARR to arrive at the Dollar-Based Net Retention Rate. Run-Rate Revenue: The sum of the most recent three months of revenue at the end of each quarter multiplied by 4.