Form 8-K - Current report

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 3, 2024

______________________________

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 December 5, 2024, GitLab Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended October 31, 2024. 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, 2024.

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.

(a)

On December 3, 2024, Sytse Sijbrandij informed the Company that he will resign from his position as the Chief Executive Officer of the Company, effective December 5, 2024 (the “Effective Date”). In connection with Mr. Sijbrandij’s resignation as Chief Executive Officer, the Company’s board of directors (the “Board”) appointed Mr. Sijbrandij as the Executive Chair of the Board, effective as of the Effective Date.

In connection with his transition to Executive Chair of the Board, the Board agreed to modify Mr. Sijbrandij’s outstanding time-based stock option awards originally granted in May 2021 to provide for their continued vesting for so long as he continues to provide services to the Company as Executive Chair of the Board.

(b)

On December 3, 2024, the Board appointed William Staples as the Company’s Chief Executive Officer and a Class III director, effective as of the Effective Date.

Mr. Staples, age 48, served as the Chief Executive Officer and as a member of the board of New Relic, Inc. (“New Relic”) from July 2021 to December 2023. Prior, he served as New Relic’s President and Chief Product Officer from January 2021 to July 2021. From September 2017 to January 2020, Mr. Staples served as the Vice President of Experience Cloud Engineering at Adobe Inc., where he led the global engineering team behind Adobe Inc.’s market-leading Experience Cloud. From 1999 to March 2016, Mr. Staples served in various product, design and engineering roles at Microsoft, Inc., most recently as Vice President of Azure Application Platform. He holds a B.S. from the University of Utah.

There is no arrangement or understanding between Mr. Staples and any other persons, pursuant to which Mr. Staples was selected as an officer, no family relationships among any of the Company’s directors or executive officers and Mr. Staples, and Mr. Staples 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 his appointment as Chief Executive Officer, Mr. Staples and the Company entered into an Offer Letter dated December 4, 2024 (the “Offer Letter”). Pursuant to the Offer Letter, commencing on the Effective Date, Mr. Staples will receive an initial annual base salary of $600,000, will be eligible to receive bonus compensation under the Company’s Bonus Plan with a target cash bonus of 100% of his base salary, and will be eligible to participate in Company-sponsored benefits to the extent he is eligible pursuant to the terms of the Company’s benefit plans. In addition, Mr. Staples will be granted a restricted stock unit award worth $24.0 million of the Company’s Class A common stock (the “RSUs”) that will vest quarterly over a four year period, subject to a six month cliff and a performance stock unit award covering $16.0 million of the Company’s Class A common stock

(the “PSUs,” and together with the RSUs, the “Equity Awards”). The PSUs will vest in three equal tranches achieved over a three year period based on the satisfaction of applicable financial performance metrics for each of fiscal years 2026, 2027 and 2028 (each, a “Performance Period”). PSUs that have not vested at the end of the applicable Performance Period will be forfeited and will not remain eligible to be earned in following Performance Periods. The vesting of the Equity Awards is subject to Mr. Staples’ continuous employment with the Company as Chief Executive 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 Equity Awards 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”).

Further, pursuant to the Offer Letter, if Mr. Staples is terminated without “cause” or resign for “good reason” (each as defined in the Offer Letter), he will be entitled to (i) base salary for a period of 12 months from his termination date; plus his pro-rata portion of bonus earned through the date of termination and (ii) benefits continuation payments (or COBRA, if applicable) for 12 months following the termination date. In addition, if Mr. Staples is terminated without cause or resigns for good reason in connection with or within three (3) months before or twelve (12) months following a “corporate transaction” (as defined in the Offer Letter), he will be entitled to: (i) base salary for a period of 18 months from his termination date; plus his pro-rata portion of bonus earned through the date of termination, plus the amount of bonus that would have accrued during the severance period and (ii) benefits continuation payments (or COBRA, if applicable) for 18 months following the termination date. In addition, Mr. Staples’ outstanding equity awards (other than the PSUs) will become immediately vested and exercisable, as applicable, with respect to 100% of the underlying shares. With respect to the PSUs, in the event of a corporate transaction during a Performance Period, (i) the PSUs of the applicable tranche for such Performance Period will vest based on pro rata achievement of the applicable financial performance metrics and (ii) the performance milestone of the PSUs corresponding to fiscal years following the year of the corporate transaction (if any) will be deemed achieved at 100% of target and convert to time-based restricted stock units. All such severance payments and benefits will be subject to Mr. Staples’ execution of a general release of claims against the Company.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2025.

Mr. Staples 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.

(c)

The information set forth above under 5.02(b) is hereby incorporated by reference into this Item 5.02(c).

Item 7.01 Regulation FD Disclosure.

On December 5, 2024, the Company posted supplemental investor materials on the Investors Relations section of its website, available at gitlab.gcs-web.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
99.1			Press Release dated Dec ember 5 , 2024.
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 5, 2024

By:

/s/ Brian Robins

Brian Robins

Chief Financial Officer


						Exhibit 99.1

GitLab Reports Third Quarter Fiscal Year 2025 Financial Results

Third Quarter Fiscal Year 2025 Highlights:

•Total revenue of $196.0 million, up 31% year-over-year

•Significant year-over-year GAAP and Non-GAAP operating margin expansion

•Announced the appointment of Bill Staples as CEO and Board Member; GitLab Co-Founder Sid Sijbrandij to transition to Executive Chair of the GitLab Board of Directors

San Francisco (December 5, 2024) -All-Remote-GitLab Inc. (NASDAQ: GTLB), the most comprehensive AI-powered DevSecOps platform, today reported financial results for its third quarter fiscal year 2025, ended October 31, 2024.

“GitLab’s growth at scale is a testament to the demand for a platform approach to software development,” said Sid Sijbrandij, co-founder and executive chair of the board of directors, GitLab Inc. “Our end-to-end DevSecOps platform addresses our customers’ need to accelerate the pace of software development to remain competitive, innovate faster, and ship software more securely.”

In a separate press release issued today, December 5, 2024, the company announced Bill Staples was named CEO and a member of the board of directors effective today. Staples succeeds co-founder and CEO Sid Sijbrandij, who is stepping down from his day-to-day role to focus on his health. Sijbrandij will transition to executive chair of the GitLab board of directors. The announcement can be found at https://ir.gitlab.com/.

“We delivered record non-GAAP operating margins as our third quarter fiscal year 2025 revenue reached $196 million dollars, an increase of 31% year-over-year,” said Brian Robins, GitLab chief financial officer. “I am very pleased with our results and the team’s execution as we continue to deliver against our commitment to responsible growth.”

Third Quarter Fiscal Year 2025 Financial Highlights (in millions, except per share data and percentages):


	Q3 FY 2025			Q3 FY 2024			Y/Y Change
Revenue	$	196.0		$	149.7		31		%
GAAP Gross margin	89		%	90		%
Non-GAAP Gross margin	91		%	91		%
GAAP Operating margin	(15)		%	(27)		%
Non-GAAP Operating margin	13		%	3		%
GAAP Operating loss	$	(28.7)		$	(40.3)		$	11.6
Non-GAAP Operating income	$	25.9		$	4.7		$	21.2
GAAP Net Income (loss) attributable to GitLab	$	29.6		$	(285.2)		$	314.8
Non-GAAP Net income attributable to GitLab	$	39.1		$	14.4		$	24.7
GAAP Net income (loss) per share attributable to GitLab, basic	$	0.18		$	(1.84)		$	2.02
GAAP Net income (loss) per share attributable to GitLab, diluted	$	0.18		$	(1.84)		$	2.02
Non-GAAP Net income per share attributable to GitLab, basic	$	0.24		$	0.09		$	0.15
Non-GAAP Net income per share attributable to GitLab, diluted	$	0.23		$	0.09		$	0.14
GAAP net cash used in operating activities	$	(177.0)		$	(6.0)		$	(171.0)
Non-GAAP adjusted free cash flow	$	9.7		$	(6.7)		$	16.4

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

Additional Financial Highlights:

•Customers with more than $5,000 of ARR reached 9,519, an increase of 16% year-over-year.

•Customers with more than $100,000 of ARR reached 1,144, an increase of 31% year-over-year.

•Dollar-Based Net Retention Rate was 124%.

•Total RPO grew 48% year-over-year to $811.8 million, while cRPO grew 39% to $515.2 million.

Business Highlights:

•Recognized as a Leader in the Gartner® Magic Quadrant™ for DevOps Platforms for the second consecutive year.

•Announced an integrated offering with AWS that brings together GitLab Duo and Amazon Q. Together, GitLab Duo and Amazon Q provide a seamless AI-powered developer experience that combines DevSecOps workflows and AWS environments to help organizations ship secure software faster.

•Announced the general availability of Advanced SAST for GitLab Ultimate customers, leveraging technology acquired with Oxeye, for more accurate vulnerability detections in first-party code.

Fourth Quarter and Fiscal Year 2025 Financial Outlook

For the fourth quarter and fiscal year 2025, GitLab Inc. expects (in millions, except share and per share data):


	Q4 FY 2025 Guidance	FY 2025 Guidance
Revenue	$205.0 - $206.0	$753 - $754
Non-GAAP operating income	$28.0 - $29.0	$69 - $70
Non-GAAP diluted net income per share assuming approximately 170 million and 168 million weighted average shares outstanding during Q4 FY 2025 and FY 2025, respectively.	$0.22 - $0.23	$0.63 - $0.64

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 5, 2024, at 1:30 p.m. (PT) / 4:30 p.m. (ET) to discuss its third quarter fiscal year 2025 financial results and its guidance for the fourth quarter and fiscal year 2025. Interested parties may register for the call in advance by visiting https://bit.ly/3Ul8cwM. 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 AI-powered 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 40 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, changes in the fair value of acquisition related contingent consideration, charitable donation of common stock, restructuring charges, a non-recurring income tax adjustment related to bilateral advance pricing agreement (“BAPA”) negotiations, and other expenses that the Company believes are not indicative of its ongoing operations. 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 BAPA. 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 and any non-recurring income tax payments related to BAPA, 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, uncertainty of the federal budget, increased volatility in the capital markets, and 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, 2024(1)		January 31, 2024(1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	176,632	$	287,996
Short-term investments	740,340		748,289
Accounts receivable, net of allowance for doubtful accounts of $891 and $673 as of October 31, 2024 and January 31, 2024, respectively	197,555		166,731
Deferred contract acquisition costs, current	34,518		32,300
Prepaid expenses and other current assets	43,120		45,601
Total current assets	1,192,165		1,280,917
Property and equipment, net	3,563		2,954
Operating lease right-of-use assets	444		405
Goodwill	16,131		8,145
Intangible assets, net	19,536		1,733
Deferred contract acquisition costs, non-current	17,248		19,317
Other non-current assets	3,552		4,390
TOTAL ASSETS	$	1,252,639	$	1,317,861
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,224	$	1,738
Accrued expenses and other current liabilities	51,821		286,178
Accrued compensation and benefits	27,274		35,809
Deferred revenue, current	383,183		338,348
Total current liabilities	464,502		662,073
Deferred revenue, non-current	14,138		23,794
Other non-current liabilities	3,776		14,060
TOTAL LIABILITIES	482,416		699,927

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0000025 par value; 50,000 shares authorized as of October 31, 2024 and January 31, 2024; no shares issued and outstanding as of October 31, 2024 and January 31, 2024	—		—
Class A Common stock, $0.0000025 par value; 1,500,000 shares authorized as of October 31, 2024 and January 31, 2024; 140,528 and 114,670 shares issued and outstanding as of October 31, 2024 and January 31, 2024, respectively	—		—
Class B Common stock, $0.0000025 par value; 250,000 shares authorized as of October 31, 2024 and January 31, 2024; 21,555 and 42,887 shares issued and outstanding as of October 31, 2024 and January 31, 2024, respectively	—		—
Additional paid-in capital	1,891,653		1,718,661
Accumulated deficit	(1,161,952)		(1,149,822)
Accumulated other comprehensive income (loss)	(4,996)		2,335
Total GitLab stockholders’ equity	724,705		571,174
Noncontrolling interests	45,518		46,760
TOTAL STOCKHOLDERS’ EQUITY	770,223		617,934
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,252,639	$	1,317,861

__________

(1) As of October 31, 2024 and January 31, 2024, the consolidated balance sheet includes assets of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $43.4 million and $47.6 million, respectively, and liabilities of $6.1 million for each period presented. 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,
	2024		2023		2024		2023
Revenue:
Subscription—self-managed and SaaS	$	175,257	$	130,993	$	489,617	$	364,280
License—self-managed and other	20,790		18,675		58,201		51,847
Total revenue	196,047		149,668		547,818		416,127
Cost of revenue:
Subscription—self-managed and SaaS	17,170		11,559		47,639		33,321
License—self-managed and other	4,955		3,525		14,632		10,398
Total cost of revenue	22,125		15,084		62,271		43,719
Gross profit	173,922		134,584		485,547		372,408
Operating expenses:
Sales and marketing	95,340		86,978		285,542		265,631
Research and development	61,354		49,058		176,767		148,452
General and administrative	45,960		38,815		146,615		110,882
Total operating expenses	202,654		174,851		608,924		524,965
Loss from operations	(28,732)		(40,267)		(123,377)		(152,557)
Interest income	12,586		10,874		37,443		27,301
Other income (expense), net	4,992		569		5,457		(508)
Loss before income taxes and loss from equity method investment	(11,154)		(28,824)		(80,477)		(125,764)
Loss from equity method investment, net of tax	—		(743)		—		(2,408)
Provision for (benefit from) income taxes	(39,421)		256,788		(66,131)		262,290
Net income (loss)	$	28,267	$	(286,355)	$	(14,346)	$	(390,462)
Net loss attributable to noncontrolling interest	(1,298)		(1,197)		(2,216)		(2,755)
Net income (loss) attributable to GitLab	$	29,565	$	(285,158)	$	(12,130)	$	(387,707)
Net income (loss) per share attributable to GitLab Class A and Class B common stockholders:
Basic	$	0.18	$	(1.84)	$	(0.08)	$	(2.53)
Diluted	$	0.18	$	(1.84)	$	(0.08)	$	(2.53)
Weighted-average shares used to compute net income (loss) per share attributable to GitLab Class A and Class B common stockholders:
Basic	161,317		155,123		159,756		153,504
Diluted	167,436		155,123		159,756		153,504

GitLab Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss), including amounts attributable to noncontrolling interest	$	28,267	$	(286,355)	$	(14,346)	$	(390,462)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense	48,042		41,334		139,263		120,032

Change in fair value of acquisition related contingent consideration	—		—		3,750		—
Charitable donation of common stock	2,957		2,675		8,871		8,025
Amortization of intangible assets	2,511		521		5,931		1,646
Depreciation expense	680		1,123		2,361		3,329
Amortization of deferred contract acquisition costs	12,704		10,447		35,650		31,066

Loss from equity method investment	—		940		—		3,048
Net amortization of premiums or discounts on short-term investments	(3,792)		(5,867)		(12,933)		(14,361)
Unrealized foreign exchange loss (gain), net	(5,184)		(573)		(5,442)		252
Other non-cash expense, net	467		420		768		317
Changes in assets and liabilities:
Accounts receivable	(32,883)		(30,572)		(31,658)		(5,291)
Prepaid expenses and other current assets	(10,773)		(3,935)		2,498		(8,183)
Deferred contract acquisition costs	(14,751)		(13,623)		(35,706)		(31,760)
Other non-current assets	1,348		(453)		851		(1,174)
Accounts payable	(1,317)		799		33		(224)
Accrued expenses and other current liabilities	(220,071)		244,674		(241,704)		245,857
Accrued compensation and benefits	(1,913)		231		(8,815)		2,842
Deferred revenue	19,665		14,270		34,503		29,158
Other non-current liabilities	(2,985)		17,983		(11,068)		16,070
Net cash provided by (used in) operating activities	(177,028)		(5,961)		(127,193)		10,187
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments	(240,136)		(238,680)		(503,394)		(573,676)
Proceeds from maturities of short-term investments	148,763		253,995		524,862		526,979
Purchases of property and equipment	(1,057)		(736)		(2,608)		(1,269)

Payments for business combination, net of cash acquired	—		—		(20,210)		—
Payments for asset acquisition	(346)		—		(7,660)		—
Escrow payment related to business combination, after acquisition date	—		—		—		(2,500)
Other investing activities	—		—		457		—
Net cash provided by (used in) investing activities	(92,776)		14,579		(8,553)		(50,466)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases	7,822		4,715		17,895		22,492
Issuance of common stock under employee stock purchase plan	—		—		7,932		7,751





Settlement of acquisition related contingent cash consideration	(4,900)		—		(4,900)		—

Net cash provided by financing activities	2,922		4,715		20,927		30,243
Impact of foreign exchange on cash and cash equivalents	4,898		(1,249)		3,455		(2,557)
Net decrease in cash and cash equivalents	(261,984)		12,084		(111,364)		(12,593)
Cash and cash equivalents at beginning of period	438,616		273,225		287,996		297,902
Cash and cash equivalents at end of period	$	176,632	$	285,309	$	176,632	$	285,309

GitLab Inc.

Reconciliation of GAAP to Non-GAAP

(in thousands, except per share data)

(unaudited)


	Three Months Ended October 31,						Nine Months Ended October 31,
	2024			2023			2024			2023
Gross profit on GAAP basis	$	173,922		$	134,584		$	485,547		$	372,408
Gross margin on GAAP basis	89		%	90		%	89		%	89		%
Stock-based compensation expense	1,993			1,648			5,924			4,760
Amortization of acquired intangibles	2,511			521			5,931			1,546
Restructuring charges	—			—			—			463
Gross profit on non-GAAP basis	$	178,426		$	136,753		$	497,402		$	379,177
Gross margin on non-GAAP basis	91		%	91		%	91		%	91		%

Sales and marketing on GAAP basis	$	95,340		$	86,978		$	285,542		$	265,631
Stock-based compensation expense	(17,012)			(16,523)			(54,290)			(51,582)
Restructuring charges	(130)			54			(1,126)			(3,623)
Sales and marketing on non-GAAP basis	$	78,198		$	70,509		$	230,126		$	210,426

Research and development on GAAP basis	$	61,354		$	49,058		$	176,767		$	148,452
Stock-based compensation expense	(14,384)			(12,738)			(42,834)			(36,917)
Restructuring charges	—			(72)			(393)			(2,119)
Research and development on non-GAAP basis	$	46,970		$	36,248		$	133,540		$	109,416

General and administrative on GAAP basis	$	45,960		$	38,815		$	146,615		$	110,882
Stock-based compensation expense	(14,653)			(10,425)			(36,215)			(26,773)
Amortization of acquired intangibles	—			—			—			(100)
Restructuring charges	11			4			(377)			(1,634)
Charitable donation of common stock	(2,957)			(2,675)			(8,871)			(8,025)
Changes in the fair value of acquisition related contingent consideration	—			—			(3,750)			—
Acquisition related expenses	(140)			—			(2,849)			—
Other non-recurring charges	(872)			(413)			(1,084)			(413)
General and administrative on non-GAAP basis	$	27,349		$	25,306		$	93,469		$	73,937

Loss from operations on GAAP basis	$	(28,732)		$	(40,267)		$	(123,377)		$	(152,557)
Stock-based compensation expense	48,042			41,334			139,263			120,032
Amortization of acquired intangibles	2,511			521			5,931			1,646
Restructuring charges	119			14			1,896			7,839
Charitable donation of common stock	2,957			2,675			8,871			8,025
Changes in the fair value of acquisition related contingent consideration	—			—			3,750			—
Acquisition related expenses	140			—			2,849			—
Other non-recurring charges	872			413			1,084			413
Income (loss) from operations on non-GAAP basis	$	25,909		$	4,690		$	40,267		$	(14,602)

Other income (expense), net on GAAP basis	$	4,992		$	569		$	5,457		$	(508)

Foreign exchange gains (losses), net	(5,096)			(488)			(5,326)			506
Other income (expense), net on non-GAAP basis	$	(104)		$	81		$	131		$	(2)

Net income (loss) attributable to GitLab common stockholders on GAAP basis	$	29,565		$	(285,158)		$	(12,130)		$	(387,707)
Stock-based compensation expense	48,042			41,334			139,263			120,032
Amortization of acquired intangibles	2,511			521			5,931			1,646
Restructuring charges	119			14			1,896			7,839
Charitable donation of common stock	2,957			2,675			8,871			8,025


Changes in the fair value of acquisition related contingent consideration	—		—		3,750		—
Acquisition related expenses	140		—		2,849		—

Loss from equity method investment, net of tax	—		743		—		2,408
Foreign exchange gains (losses), net	(5,096)		(488)		(5,326)		506
Income tax adjustment	(39,965)		254,392		(78,047)		254,392
Other non-recurring charges	872		413		1,084		413
Net income attributable to GitLab common stockholders on non-GAAP basis	$	39,145	$	14,446	$	68,141	$	7,554

GAAP net income (loss) per share, basic	$	0.18	$	(1.84)	$	(0.08)	$	(2.53)
GAAP net income (loss) per share, diluted	$	0.18	$	(1.84)	$	(0.08)	$	(2.53)

Non-GAAP net income per share, basic	$	0.24	$	0.09	$	0.43	$	0.05
Non-GAAP net income per share, diluted	$	0.23	$	0.09	$	0.41	$	0.05

Shares used in per share calculation - basic on GAAP basis	161,317		155,123		159,756		153,504
Effect of dilutive securities	6,119		7,671		7,637		7,774
Shares used in per share calculation - diluted on non-GAAP basis	167,436		162,794		167,393		161,278

GitLab Inc.

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

(in thousands)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Computation of adjusted free cash flow
GAAP net cash provided by (used in) operating activities	$	(177,028)	$	(5,961)	$	(127,193)	$	10,187
Less: Purchases of property and equipment	(1,057)		(736)		(2,608)		(1,269)
Add: Income tax payments related to BAPA	187,735		—		187,735		—
Non-GAAP adjusted free cash flow	$	9,650	$	(6,697)	$	57,934	$	8,918

Media Contact:

Lisa Boughner

VP, Global Communications

GitLab Inc.

press@gitlab.com

Investor Contact:

Kelsey Turcotte

VP, Investor Relations

GitLab Inc.

ir@gitlab.com

Cover	Dec. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 03, 2024
Entity Registrant Name	GITLAB INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40895
Entity Tax Identification Number	47-1861035
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0000025 per share
Trading Symbol	GTLB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001653482
Amendment Flag	false