gtlb-202512020001653482FALSE00016534822025-12-022025-12-02
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): December 2, 2025
______________________________
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 2.02 Results of Operations and Financial Condition.
On December 2, 2025, GitLab Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended October 31, 2025. 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 third quarter ended October 31, 2025.
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 Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2025, the Company announced that the board of directors of the Company appointed Jessica P. Ross as Chief Financial Officer of the Company, effective on or about January 15, 2026 (the “Effective Date”). Ms. Ross will replace James Shen, who will step down from his role as Interim Chief Financial Officer of the Company effective as of the Effective Date. Mr. Shen will continue with the Company in his role as Vice President of Finance.
Ms. Ross, age 49, previously served as Senior Vice President and Chief Financial Officer of Frontdoor, Inc., a leading provider of home warranties and new home structural warranties in the United States from December 2022 to November 2025. From March 2019 to November 2022, Ms. Ross served in roles of increasing responsibilities at Salesforce, Inc., a global leader in customer relationship management technology, including Executive Vice President, Enterprise Strategy and Operational Excellence, and Executive Vice President, Finance Chief Transformation Officer. From September 2017 to March 2019, Ms. Ross served as Vice President and Chief Accounting Officer of Stitch Fix, Inc., a leading online personal styling service. Ms. Ross holds a Bachelor’s degree in Business Administration from U.C. Berkeley’s Haas School of Business and an M.B.A. from The Wharton School of the University of Pennsylvania. She also holds a Certified Public Accountant (CPA) license in the State of California, which is currently in retired status.
There is no arrangement or understanding between Ms. Ross and any other persons, pursuant to which Ms. Ross was selected as an officer, no family relationships among any of the Company’s directors or executive officers and Ms. Ross, and Ms. Ross does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment as Chief Financial Officer, Ms. Ross and the Company entered into an Offer Letter dated November 25, 2025. Pursuant to the Offer Letter, commencing on the Effective Date, Ms. Ross will receive an initial annual base salary of $505,000, will be eligible to receive bonus compensation under the Company’s Bonus Plan with a target cash bonus of 75% of her base salary, and will be eligible to participate in Company-sponsored benefits to the extent she is eligible pursuant to the terms of the Company’s benefit plans. In addition, Ms. Ross will receive a signing cash bonus of $150,000 and will be granted a restricted stock unit award worth $15.0 million of the Company’s Class A common stock (the “RSUs”) that will vest as to 1/8th of the shares underlying the RSUs on September 15, 2026, and thereafter an additional 1/16th of the shares will vest on a quarterly basis. The vesting of the RSUs is subject to Ms. Ross’ continuous employment with the Company as Chief Financial Officer and other customary provisions to be set forth in an award agreement pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). The RSUs will be granted pursuant to and in accordance with the terms and conditions of the Plan, which was previously filed with the U.S. Securities and Exchange Commission (the “SEC”).
Ms. Ross will also enter into the Company’s standard form of officers’ indemnification agreement with the Company, pursuant to which the Company agrees to indemnify its officers to the fullest extent permitted by
applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement. The form of indemnification agreement is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-259603), filed with the SEC on September 17, 2021.
Item 7.01 Regulation FD Disclosure.
On December 2, 2025, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| |
| 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: December 2, 2025 | | By: | /s/ James Shen |
| | | | James Shen |
| | | Interim Chief Financial Officer |
GitLab Reports Third Quarter Fiscal Year 2026 Financial Results
Third Quarter Fiscal Year 2026 Highlights:
•Total revenue of $244.4 million, up 25% year-over-year
•GAAP operating margin of (5)%; non-GAAP operating margin of 18%
•Operating cash flow of $31.4 million and non-GAAP adjusted free cash flow of $27.2 million
San Francisco (December 2, 2025) -All-Remote-GitLab Inc. (NASDAQ: GTLB), the most comprehensive, intelligent DevSecOps platform, today reported financial results for its third quarter fiscal year of 2026, ended October 31, 2025.
“More code means more of a need for GitLab,” said Bill Staples, GitLab chief executive officer. “Engagement is growing across our platform as we are a critical part of how our customers deliver high quality, secure software. We’ve architected GitLab and Duo Agent Platform to provide intelligent orchestration across the software lifecycle, facilitate trust and accuracy in an AI world, and help accelerate the end to end software delivery process required to win.”
“I am pleased with GitLab’s strong third quarter results for fiscal year 2026, which resulted in 25% year-over-year revenue growth,” said James Shen, GitLab interim chief financial officer. “By investing strategically while delivering free cash flow, we are building GitLab for sustainable growth at scale. We're positioning GitLab for long-term success to take advantage of a rapidly transforming market from a place of strength.”
Third Quarter Fiscal Year 2026 Financial Highlights (in millions, except per share data and percentages):
| | | | | | | | | | | | | | | | | |
| Q3 FY 2026 | | Q3 FY 2025 | | Y/Y Change |
| Revenue | $ | 244.4 | | | $ | 196.0 | | | 25 | % |
| GAAP Gross margin | 87 | % | | 89 | % | | |
| Non-GAAP Gross margin | 89 | % | | 91 | % | | |
| GAAP Operating margin | (5) | % | | (15) | % | | |
| Non-GAAP Operating margin | 18 | % | | 13 | % | | |
| GAAP Operating loss | $ | (12.4) | | | $ | (28.7) | | | $ | 16.3 | |
| Non-GAAP Operating income | $ | 43.7 | | | $ | 25.9 | | | $ | 17.8 | |
| GAAP Net income (loss) attributable to GitLab | $ | (8.3) | | | $ | 29.1 | | | $ | (37.4) | |
| Non-GAAP Net income attributable to GitLab | $ | 43.5 | | | $ | 39.1 | | | $ | 4.4 | |
| GAAP Net income (loss) per share attributable to GitLab, basic | $ | (0.05) | | | $ | 0.18 | | | $ | (0.23) | |
| GAAP Net income (loss) per share attributable to GitLab, diluted | $ | (0.05) | | | $ | 0.17 | | | $ | (0.22) | |
| Non-GAAP Net income per share attributable to GitLab, basic | $ | 0.26 | | | $ | 0.24 | | | $ | 0.02 | |
| Non-GAAP Net income per share attributable to GitLab, diluted | $ | 0.25 | | | $ | 0.23 | | | $ | 0.02 | |
| GAAP net cash provided by (used in) operating activities | $ | 31.4 | | | $ | (177.0) | | | $ | 208.4 | |
| Non-GAAP adjusted free cash flow | $ | 27.2 | | | $ | 9.7 | | | $ | 17.5 | |
A reconciliation between GAAP and non-GAAP financial measures is contained in this release under the section titled “Non-GAAP Financial Measures.”
Additional Third Quarter Fiscal Year 2026 Financial Highlights:
•Customers with more than $5,000 of ARR reached 10,475, an increase of 10% year-over-year.
•Customers with more than $100,000 of ARR reached 1,405, an increase of 23% year-over-year.
•Dollar-Based Net Retention Rate was 119%.
•Total RPO grew 27% year-over-year to $1.0 billion, while cRPO grew 28% to $659.1 million.
GitLab Names Chief Financial Officer
GitLab announced that Jessica Ross will join the company as Chief Financial Officer (CFO), effective January 15, 2026. Ross joins from Frontdoor, where she served as CFO. She has more than 25 years of experience in finance, accounting, and operational leadership at companies like Salesforce and Stitch Fix, and spent 12 years in public accounting at Arthur Andersen and Deloitte.
Business Highlights:
•Named Jessica Ross as Chief Financial Officer, effective January 15, 2026.
•Recognized as a Leader in the Gartner® Magic Quadrant™ for DevOps Platforms for the third consecutive year.
•Named a Leader in the 2025 Gartner® Magic Quadrant™ for AI Code Assistants for the second consecutive year.
•Expanded GitLab Duo Agent Platform with purpose-built AI agents, launched the AI Catalog for custom agent creation, and delivered integrations with external agents such as Claude Code, OpenAI Codex and Google Gemini.
•Enhanced application security capabilities with Static Reachability Analysis to identify exploitable vulnerabilities, Secret Validity Checks for active credential detection, and diff-based SAST scanning for faster pipelines.
•Delivered a modernized platform experience and workflow automation with a new panel-based UI for contextual work across GitLab, expanded Flows, and embedded views powered by GitLab Query Language.
Fourth Quarter and Fiscal Year 2026 Financial Outlook
For the fourth quarter and fiscal year 2026, GitLab Inc. expects (in millions, except share and per share data):
| | | | | | | | | | | |
| Q4 FY 2026 Guidance | | FY 2026 Guidance |
| Revenue | $251.0 - $252.0 | | $946 - $947 |
| Non-GAAP operating income | $38.0 - $39.0 | | $147 - $148 |
| Non-GAAP diluted net income per share assuming approximately 172 million and 171 million weighted average shares outstanding during Q4 FY 2026 and FY 2026, respectively. | $0.22 - $0.23 | | $0.95 - $0.96 |
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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, December 2, 2025, at 1:30 p.m. (PT) / 4:30 p.m. (ET) to discuss its third quarter fiscal year 2026 financial results and its guidance for the fourth quarter and full fiscal year 2026. Interested parties may register for the call in advance by visiting https://bit.ly/4p4MoT0. 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 most comprehensive, intelligent DevSecOps platform for software innovation. 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 more than 50% of the Fortune 100 trust GitLab to ship better, more secure software faster.
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, equity method investment loss and impairment, 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, 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)
| | | | | | | | | | | | | | | |
| | | October 31, 2025(1) | | January 31, 2025(1) | | |
| ASSETS | | | | | | | |
| CURRENT ASSETS: | | | | | | | |
| Cash and cash equivalents | | | $ | 224,231 | | | $ | 227,649 | | | |
| Short-term investments | | | 980,077 | | | 764,728 | | | |
| Accounts receivable, net of allowance for doubtful accounts of $1,080 and $991 as of October 31, 2025 and January 31, 2025, respectively | | | 221,140 | | | 264,565 | | | |
| Deferred contract acquisition costs, current | | | 36,522 | | | 38,964 | | | |
| Prepaid expenses and other current assets | | | 44,979 | | | 40,411 | | | |
| Total current assets | | | 1,506,949 | | | 1,336,317 | | | |
| Property and equipment, net | | | 10,193 | | | 4,013 | | | |
| Goodwill | | | 16,919 | | | 16,139 | | | |
| Intangible assets, net | | | 11,789 | | | 17,834 | | | |
| Deferred contract acquisition costs, non-current | | | 20,288 | | | 20,142 | | | |
| Other non-current assets | | | 4,701 | | | 4,818 | | | |
| TOTAL ASSETS | | | $ | 1,570,839 | | | $ | 1,399,263 | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| CURRENT LIABILITIES: | | | | | | | |
| Accounts payable | | | $ | 9,187 | | | $ | 7,519 | | | |
| Accrued expenses and other current liabilities | | | 58,406 | | | 54,680 | | | |
| Accrued compensation and benefits | | | 33,402 | | | 40,233 | | | |
| Deferred revenue, current | | | 464,813 | | | 442,599 | | | |
| Total current liabilities | | | 565,808 | | | 545,031 | | | |
| Deferred revenue, non-current | | | 28,977 | | | 26,369 | | | |
| Other non-current liabilities | | | 8,057 | | | 6,557 | | | |
| TOTAL LIABILITIES | | | 602,842 | | | 577,957 | | | |
| | | | | | | |
| STOCKHOLDERS’ EQUITY: | | | | | | | |
| Preferred stock, $0.0000025 par value; 50,000 shares authorized; no shares issued and outstanding as of October 31, 2025 and January 31, 2025 | | | — | | | — | | | |
| Class A Common stock, $0.0000025 par value; 1,500,000 shares authorized; 149,723 and 144,444 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively | | | — | | | — | | | |
| Class B Common stock, $0.0000025 par value; 250,000 shares authorized; 18,581 and 19,469 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively | | | — | | | — | | | |
| Additional paid-in capital | | | 2,141,732 | | | 1,952,031 | | | |
| Accumulated deficit | | | (1,220,973) | | | (1,167,614) | | | |
| Accumulated other comprehensive income (loss) | | | 1,956 | | | (8,508) | | | |
| Total GitLab stockholders’ equity | | | 922,715 | | | 775,909 | | | |
| Noncontrolling interests | | | 45,282 | | | 45,397 | | | |
| TOTAL STOCKHOLDERS’ EQUITY | | | 967,997 | | | 821,306 | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $ | 1,570,839 | | | $ | 1,399,263 | | | |
__________
(1) As of October 31, 2025 and January 31, 2025, the condensed consolidated balance sheet includes assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $41.6 million and $46.5 million, respectively, and liabilities of $7.2 million and $10.3 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 October 31, | | Nine Months Ended October 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Revenue: | | | | | | | |
| Subscription—self-managed and SaaS | $ | 223,262 | | | $ | 175,257 | | | $ | 630,427 | | | $ | 489,617 | |
| License—self-managed and other | 21,091 | | | 20,790 | | | 64,395 | | | 58,201 | |
| Total revenue | 244,353 | | | 196,047 | | | 694,822 | | | 547,818 | |
| Cost of revenue: | | | | | | | |
| Subscription—self-managed and SaaS | 25,184 | | | 17,170 | | | 66,205 | | | 47,639 | |
| License—self-managed and other | 7,037 | | | 4,955 | | | 19,556 | | | 14,632 | |
| Total cost of revenue | 32,221 | | | 22,125 | | | 85,761 | | | 62,271 | |
| Gross profit | 212,132 | | | 173,922 | | | 609,061 | | | 485,547 | |
| Operating expenses: | | | | | | | |
| Sales and marketing | 104,974 | | | 95,340 | | | 322,144 | | | 285,542 | |
| Research and development | 68,715 | | | 61,354 | | | 205,613 | | | 176,767 | |
| General and administrative | 50,799 | | | 45,960 | | | 146,621 | | | 146,615 | |
| Total operating expenses | 224,488 | | | 202,654 | | | 674,378 | | | 608,924 | |
| Loss from operations | (12,356) | | | (28,732) | | | (65,317) | | | (123,377) | |
| Interest income | 11,704 | | | 12,586 | | | 34,077 | | | 37,443 | |
| Other income (expense), net | (6,334) | | | 4,799 | | | (17,216) | | | 5,170 | |
| Loss before income taxes | (6,986) | | | (11,347) | | | (48,456) | | | (80,764) | |
| | | | | | | |
| Provision for (benefit from) income taxes | 1,811 | | | (39,152) | | | 6,595 | | | (65,330) | |
| Net income (loss) | $ | (8,797) | | | $ | 27,805 | | | $ | (55,051) | | | $ | (15,434) | |
| Net loss attributable to noncontrolling interest | (521) | | | (1,298) | | | (1,692) | | | (2,216) | |
| Net income (loss) attributable to GitLab | $ | (8,276) | | | $ | 29,103 | | | $ | (53,359) | | | $ | (13,218) | |
| Net Income (loss) per share attributable to GitLab Class A and Class B common stockholders: | | | | | | | |
| Basic | $ | (0.05) | | | $ | 0.18 | | | $ | (0.32) | | | $ | (0.08) | |
| Diluted | $ | (0.05) | | | $ | 0.17 | | | $ | (0.32) | | | $ | (0.08) | |
| Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders: | | | | | | | |
| Basic | 167,407 | | | 161,317 | | | 165,965 | | | 159,756 | |
| Diluted | 167,407 | | | 167,436 | | | 165,965 | | | 159,756 | |
GitLab Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
| Net income (loss), including amounts attributable to noncontrolling interest | $ | (8,797) | | | $ | 27,805 | | | $ | (55,051) | | | $ | (15,434) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | |
| Stock-based compensation expense, net of amounts capitalized | 51,682 | | | 48,042 | | | 161,793 | | | 139,263 | |
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| Change in fair value of acquisition related contingent consideration | — | | | — | | | — | | | 3,750 | |
| Charitable donation of common stock | 1,970 | | | 2,957 | | | 5,496 | | | 8,871 | |
| Amortization of intangible assets | 2,015 | | | 2,511 | | | 6,050 | | | 5,931 | |
| Depreciation expense | 869 | | | 680 | | | 2,184 | | | 2,361 | |
| Amortization of deferred contract acquisition costs | 13,478 | | | 12,704 | | | 40,747 | | | 35,650 | |
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| Net amortization of premiums or discounts on short-term investments | (1,741) | | | (3,792) | | | (7,346) | | | (12,933) | |
| Unrealized foreign exchange loss (gain), net | 2,416 | | | (5,175) | | | 13,386 | | | (5,443) | |
| Other non-cash expense, net | 231 | | | 467 | | | 631 | | | 768 | |
| Changes in assets and liabilities: | | | | | | | |
| Accounts receivable | (23,472) | | | (32,883) | | | 46,315 | | | (31,658) | |
| Prepaid expenses and other current assets | (7,036) | | | (10,847) | | | (4,290) | | | 2,497 | |
| Deferred contract acquisition costs | (15,898) | | | (14,751) | | | (36,328) | | | (35,706) | |
| Other non-current assets | 233 | | | 1,348 | | | 414 | | | 851 | |
| Accounts payable | (2,302) | | | (1,317) | | | 812 | | | 33 | |
| Accrued expenses and other current liabilities | 6,140 | | | (219,544) | | | 1,862 | | | (240,614) | |
| Accrued compensation and benefits | 3,168 | | | (1,913) | | | (7,895) | | | (8,815) | |
| Deferred revenue | 8,011 | | | 19,665 | | | 17,500 | | | 34,503 | |
| Other non-current liabilities | 461 | | | (2,985) | | | 819 | | | (11,068) | |
| Net cash provided by (used in) operating activities | 31,428 | | | (177,028) | | | 187,099 | | | (127,193) | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
| Purchases of short-term investments | (314,385) | | | (240,136) | | | (798,283) | | | (503,394) | |
| Proceeds from maturities of short-term investments | 241,641 | | | 148,763 | | | 589,527 | | | 524,862 | |
| Proceeds from sales of short-term investments | — | | | — | | | 1,367 | | | — | |
| Additions to property and equipment | (3,038) | | | (1,057) | | | (6,854) | | | (2,608) | |
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| Payments for business combination, net of cash acquired | — | | | — | | | — | | | (20,210) | |
| Payments for asset acquisition | — | | | (346) | | | — | | | (7,660) | |
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| Other investing activities | — | | | — | | | — | | | 457 | |
| Net cash used in investing activities | (75,782) | | | (92,776) | | | (214,243) | | | (8,553) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
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| Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases | 8,182 | | | 7,822 | | | 15,457 | | | 17,895 | |
| Issuance of common stock under employee stock purchase plan | — | | | — | | | 8,404 | | | 7,932 | |
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| Payments for taxes related to net share settlement of equity awards | (529) | | | — | | | (529) | | | — | |
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| Settlement of acquisition related contingent cash consideration | — | | | (4,900) | | | — | | | (4,900) | |
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| Net cash provided by financing activities | 7,653 | | | 2,922 | | | 23,332 | | | 20,927 | |
| Impact of foreign exchange on cash and cash equivalents | (439) | | | 4,898 | | | 394 | | | 3,455 | |
| Net decrease in cash and cash equivalents | (37,140) | | | (261,984) | | | (3,418) | | | (111,364) | |
| Cash and cash equivalents at beginning of period | 261,371 | | | 438,616 | | | 227,649 | | | 287,996 | |
| Cash and cash equivalents at end of period | $ | 224,231 | | | $ | 176,632 | | | $ | 224,231 | | | $ | 176,632 | |
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GitLab Inc.
Reconciliation of GAAP to Non-GAAP
(in thousands, except per share data)
(unaudited)
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| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Gross profit on GAAP basis | $ | 212,132 | | | $ | 173,922 | | | $ | 609,061 | | | $ | 485,547 | |
| Gross margin on GAAP basis | 87 | % | | 89 | % | | 88 | % | | 89 | % |
| Stock-based compensation expense | 2,300 | | | 1,993 | | | 6,490 | | | 5,924 | |
| Amortization of acquired intangibles | 2,015 | | | 2,511 | | | 6,050 | | | 5,931 | |
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| Gross profit on non-GAAP basis | $ | 216,447 | | | $ | 178,426 | | | $ | 621,601 | | | $ | 497,402 | |
| Gross margin on non-GAAP basis | 89 | % | | 91 | % | | 89 | % | | 91 | % |
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| Sales and marketing on GAAP basis | $ | 104,974 | | | $ | 95,340 | | | $ | 322,144 | | | $ | 285,542 | |
| Stock-based compensation expense | (17,354) | | | (17,012) | | | (59,395) | | | (54,290) | |
| Restructuring charges | — | | | (130) | | | — | | | (1,126) | |
| Sales and marketing on non-GAAP basis | $ | 87,620 | | | $ | 78,198 | | | $ | 262,749 | | | $ | 230,126 | |
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| Research and development on GAAP basis | $ | 68,715 | | | $ | 61,354 | | | $ | 205,613 | | | $ | 176,767 | |
| Stock-based compensation expense | (15,560) | | | (14,384) | | | (49,029) | | | (42,834) | |
| Restructuring charges | — | | | — | | | — | | | (393) | |
| Research and development on non-GAAP basis | $ | 53,155 | | | $ | 46,970 | | | $ | 156,584 | | | $ | 133,540 | |
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| General and administrative on GAAP basis | $ | 50,799 | | | $ | 45,960 | | | $ | 146,621 | | | $ | 146,615 | |
| Stock-based compensation expense | (16,468) | | | (14,653) | | | (46,879) | | | (36,215) | |
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| Restructuring charges | — | | | 11 | | | — | | | (377) | |
| Charitable donation of common stock | (1,970) | | | (2,957) | | | (5,496) | | | (8,871) | |
| Changes in the fair value of acquisition related contingent consideration | — | | | — | | | — | | | (3,750) | |
| Acquisition related expenses | (321) | | | (140) | | | (661) | | | (2,849) | |
| Other non-recurring charges | (48) | | | (872) | | | (691) | | | (1,084) | |
| General and administrative on non-GAAP basis | $ | 31,992 | | | $ | 27,349 | | | $ | 92,894 | | | $ | 93,469 | |
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| Loss from operations on GAAP basis | $ | (12,356) | | | $ | (28,732) | | | $ | (65,317) | | | $ | (123,377) | |
| Stock-based compensation expense | 51,682 | | | 48,042 | | | 161,793 | | | 139,263 | |
| Amortization of acquired intangibles | 2,015 | | | 2,511 | | | 6,050 | | | 5,931 | |
| Restructuring charges | — | | | 119 | | | — | | | 1,896 | |
| Charitable donation of common stock | 1,970 | | | 2,957 | | | 5,496 | | | 8,871 | |
| Changes in the fair value of acquisition related contingent consideration | — | | | — | | | — | | | 3,750 | |
| Acquisition related expenses | 321 | | | 140 | | | 661 | | | 2,849 | |
| Other non-recurring charges | 48 | | | 872 | | | 691 | | | 1,084 | |
| Income from operations on non-GAAP basis | $ | 43,680 | | | $ | 25,909 | | | $ | 109,374 | | | $ | 40,267 | |
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Other income (expense), net on GAAP basis | $ | (6,334) | | | $ | 4,799 | | | $ | (17,216) | | | $ | 5,170 | |
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Foreign exchange gains (losses), net | 2,362 | | | (5,074) | | | 13,433 | | | (5,556) | |
Other non-recurring charges (1) | 3,714 | | | 171 | | | 4,056 | | | 517 | |
| Other income (expense), net on non-GAAP basis | $ | (258) | | | $ | (104) | | | $ | 273 | | | $ | 131 | |
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| Net income (loss) attributable to GitLab common stockholders on GAAP basis | $ | (8,276) | | | $ | 29,103 | | | $ | (53,359) | | | $ | (13,218) | |
| Stock-based compensation expense | 51,682 | | | 48,042 | | | 161,793 | | | 139,263 | |
| Amortization of acquired intangibles | 2,015 | | | 2,511 | | | 6,050 | | | 5,931 | |
| Restructuring charges | — | | | 119 | | | — | | | 1,896 | |
| Charitable donation of common stock | 1,970 | | | 2,957 | | | 5,496 | | | 8,871 | |
| Changes in the fair value of acquisition related contingent consideration | — | | | — | | | — | | | 3,750 | |
| Acquisition related expenses | 321 | | | 140 | | | 661 | | | 2,849 | |
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Foreign exchange gains (losses), net | 2,362 | | | (5,074) | | | 13,433 | | | (5,556) | |
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Income tax adjustment (2) | (10,318) | | | (39,696) | | | (25,026) | | | (77,246) | |
Other non-recurring charges (1) | 3,762 | | | 1,043 | | | 4,747 | | | 1,601 | |
| Net income attributable to GitLab common stockholders on non-GAAP basis | $ | 43,518 | | | $ | 39,145 | | | $ | 113,795 | | | $ | 68,141 | |
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| GAAP net income (loss) per share, basic | $ | (0.05) | | | $ | 0.18 | | | $ | (0.32) | | | $ | (0.08) | |
| GAAP net income (loss) per share, diluted | $ | (0.05) | | | $ | 0.17 | | | $ | (0.32) | | | $ | (0.08) | |
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| Non-GAAP net income per share, basic | $ | 0.26 | | | $ | 0.24 | | | $ | 0.69 | | | $ | 0.43 | |
| Non-GAAP net income per share, diluted | $ | 0.25 | | | $ | 0.23 | | | $ | 0.67 | | | $ | 0.41 | |
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| Shares used in per share calculation - basic on GAAP basis | 167,407 | | | 161,317 | | | 165,965 | | | 159,756 | |
| Effect of dilutive securities | 4,324 | | | 6,119 | | | 5,141 | | | 7,637 | |
| Shares used in per share calculation - diluted on non-GAAP basis | 171,731 | | | 167,436 | | | 171,106 | | | 167,393 | |
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(1) Other non-recurring charges for the three and nine months ended October 31, 2025 includes a $3.5 million indirect tax credit expense related to the JiHu formation, reflecting a change in accounting estimate.
(2) Income tax adjustment for the three and nine months ended October 31, 2025 primarily reflects an assumed provision for income taxes based on our long-term projected tax rate of 22%, while for the three and nine months ended October 31, 2024 consists primarily of one-time charges associated with the formation of Jihu and BAPA negotiations.
GitLab Inc.
Reconciliation of GAAP Cash Flow from Operating Activities to Adjusted Free Cash Flow
(in thousands)
(unaudited)
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| Three Months Ended October 31, | | Nine Months Ended October 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
Computation of adjusted free cash flow (1) | | | | | | | |
| GAAP net cash provided by (used in) operating activities | $ | 31,428 | | | $ | (177,028) | | | $ | 187,099 | | | $ | (127,193) | |
| Less: Additions to property and equipment | (3,038) | | | (1,057) | | | (6,854) | | | (2,608) | |
| Add: Income tax payments (refunds) related to BAPA | (1,146) | | | 187,735 | | | (2,451) | | | 187,735 | |
| Non-GAAP adjusted free cash flow | $ | 27,244 | | | $ | 9,650 | | | $ | 177,794 | | | $ | 57,934 | |
(1) No non-recurring payments related to the formation of JiHu were recorded during the periods presented.
Media Contact:
Lisa Boughner
VP, Global Communications
GitLab Inc.
Investor Contact:
Yaoxian Chew
VP, Investor Relations
GitLab Inc.