10q10k10q10k.net

What changed in Gitlab Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Gitlab Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+397 added−416 removedSource: 10-K (2025-03-21) vs 10-K (2024-03-26)

Top changes in Gitlab Inc.'s 2025 10-K

397 paragraphs added · 416 removed · 331 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

92 edited+22 added−17 removed68 unchanged
Biggest changeIt also allows them to optimize their cloud costs and embrace the best services across each cloud without becoming overly reliant on a single public cloud provider.
Biggest changeIt also helps them to optimize their cloud costs and embrace the best services across each cloud without becoming overly reliant on a single public cloud provider. 9 Table of Contents Competitive Strengths Our business benefits from the following competitive strengths: • Secure, unified DevSecOps workflows – GitLab is a single, unified workflow across the software development lifecycle, eliminating tool sprawl and context switching. • Built-in security and compliance – GitLab’s platform is differentiated by offering enterprise-grade, integrated security and compliance, all without adding friction to developer workflows.
We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results. Defending such proceedings is costly and can impose a significant burden on management and team members.
We are not presently a party to any legal proceedings that in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results. Defending such proceedings is costly and can impose a significant burden on management and team members.
It helps teams attract and retain top talent by creating a superior developer experience that allows people to focus more time on their jobs and less time managing tools. The majority of our customers begin their GitLab journey by using our Source Code Management, Continuous Integration and Continuous Delivery (CI/CD) solutions, referred to as Create and Verify.
It helps teams attract and retain top talent by creating a superior developer experience that allows people to focus more time on their jobs and less time managing tools. The majority of our customers begin their GitLab journey by using our Source Code Management (SCM), Continuous Integration (CI) and Continuous Delivery (CD) solutions, referred to as Create and Verify.
GitLab provides Static Application Security Testing, or SAST, Dynamic Application Security Testing, or DAST, Fuzz Testing, Container Scanning, and Dependency Scanning to help customers deliver secure applications along with license compliance. • Release. GitLab helps automate the release and delivery of applications, shortening the delivery lifecycle, streamlining manual processes, and accelerating team velocity.
GitLab provides Advanced Static Application Security Testing, or SAST, Dynamic Application Security Testing, or DAST, Fuzz Testing, Container Scanning, and Dependency Scanning to help customers deliver secure applications along with license compliance. • Release. GitLab helps automate the release and delivery of applications, shortening the delivery lifecycle, streamlining manual processes, and accelerating team velocity.
GitLab provides a single consolidated view of vulnerabilities across software, increasing the efficiency of vulnerability management and remediation. This enables our customers to find and correct security vulnerabilities in their software earlier or eliminate inefficiencies in the software development process altogether. • Enable audit and compliance.
GitLab provides a single consolidated view of vulnerabilities across software, increasing the efficiency of vulnerability management and remediation. This enables our customers to find and correct security vulnerabilities in their software earlier or eliminate inefficiencies in the software development process altogether. • Enable automated audit and compliance.
GitLab team members also use The DevSecOps Platform to power our own DevSecOps lifecycle. By doing so, we benefit from the inherent advantages of using a single application. We leverage these learnings to establish a rapid feedback loop to continually and rapidly improve our platform.
GitLab team members also use The DevSecOps platform to power our own DevSecOps lifecycle. By doing so, we benefit from the inherent advantages of using a single application. We leverage these learnings to establish a feedback loop to continually and rapidly improve our platform.
With GitLab, our customers can often increase the number of their software releases from the tens to thousands and reduce the time it takes to release new software from months to days, helping them generate more revenue. • Reduce vulnerabilities and increase security.
With GitLab, our customers can often increase the number of their software releases from the tens to thousands and reduce the time it takes to release new software from months to days, helping them generate more revenue. • Reduce software vulnerabilities.
When considering buyers as part of product tiering decisions, we use the following guidance: • Premium is for team(s) usage, with the purchasing decision led by one or more managers or directors • Ultimate is for strategic organizational usage, with the purchasing decision led by one or more executives We want to be good stewards of our open source solution, so we aim to ensure all stages of the DevOps lifecycle (plan, create, verify, package, release, configure, monitor) will have some open source features.
When considering buyers as part of product tiering decisions, we use the following guidance: • Premium is for team(s) usage, with the purchasing decision led by one or more managers or directors • Ultimate is for strategic organizational usage, with the purchasing decision led by one or more executives We want to be good stewards of our open source solution, so we aim to ensure all stages of the DevSecOps lifecycle (plan, create, verify, package, release, configure, monitor) will have some open source features.
It spans all stages of the DevOps lifecycle, from project planning (Plan), to source code management (Create), to continuous integration (Verify), to application security testing (Secure), to packaging artifacts (Package), to continuous delivery and deployment (Release) to configuring infrastructure for optimal deployment (Configure), to monitoring it for incidents (Monitor), to protecting the production deployment (Protect), and managing the whole cycle with value stream analytics (Manage).
It spans all stages of the DevSecOps lifecycle, from project planning (Plan), to source code management (Create), to continuous integration (Verify), to application security testing (Secure), to packaging artifacts (Package), to continuous delivery and deployment (Release) to configuring infrastructure for optimal deployment (Configure), to monitoring it for incidents (Monitor), to protecting the production deployment (Protect), and managing the whole cycle with value stream analytics (Manage).
We organize our sales organization by region and size, with an additional vertical focus on regulated industries, such as the public sector, financial services, and telecommunications. Our sales organization’s success is centered around our customers’ success, ensuring they achieve platform value through GitLab. Our customer success organization, or CS, manages our relationships with customers, both pre-sale and post-sale.
We organize our sales organization by region and size, with an additional vertical focus on regulated industries such as the public sector, financial services, and telecommunications. Our sales organization’s success is centered around our customers’ success, ensuring they achieve platform value through GitLab. Our customer success organization manages our relationships with customers, both pre-sale and post-sale.
The DevSecOps Platform and Plans We offer GitLab in three different subscription tiers: Free, Premium and Ultimate. • Our Free tier caters to capabilities needed by individual contributors. • Our Premium tier is intended specifically for managers and directors to help teams enhance collaboration between development and operations teams, manage projects and portfolios, and accelerate the deployment of code. • Our Ultimate tier enables organization-wide change, helping teams establish better collaboration between development, operations, and security teams, instilling organizational-wide security, compliance, and planning practices, and implementing full value stream measurement, analytics, and reporting, across the DevSecOps lifecycle.
The DevSecOps Platform and Plans We offer GitLab in three different subscription tiers: Free, Premium and Ultimate. • Our Free tier caters to capabilities needed by individual contributors. • Our Premium tier is intended specifically for managers and directors to help teams enhance collaboration between development and operations teams, manage projects and portfolios, and accelerate the deployment of code. • Our Ultimate tier enables organization-wide change by facilitating better collaboration between development, operations, and security teams, instilling organizational-wide security, compliance, and planning practices, and implementing full value stream measurement, analytics, and reporting, across the DevSecOps lifecycle.
ITEM 1. BUSINESS Overview In today’s world, software defines the speed of innovation. Every industry, business, and every function within a company is dependent on software. Nearly all companies must digitally transform and become experts at building, delivering, and securing software to remain competitive and survive.
ITEM 1. BUSINESS Overview In today’s world, software defines the speed of innovation. Every industry, business, and function within a company is dependent on software. To remain competitive and survive, nearly all companies must digitally transform and become experts at developing, delivering, and securing software.
We are then able to engage with these users to encourage them to upgrade to a paid version. Once a customer is onboarded with GitLab, our teams work to identify additional business units and parent/child/subsidiary prospects that would benefit from The DevSecOps Platform.
We then engage with these users to encourage them to upgrade to a paid version. Once a customer is onboarded with GitLab, our teams work to identify additional business units and parent/child/subsidiary prospects that would benefit from The DevSecOps platform.
Any updates to the list of disclosure channels through which we announce information will be posted on the investor relations page on our website. 18 Table of Contents The contents of the websites referred to above are not incorporated into this Annual Report on Form 10-K.
Any updates to the list of disclosure channels through which we announce information will be posted on the investor relations page on our website. The contents of the websites referred to above are not incorporated into this Annual Report on Form 10-K.
Through our commitment to open collaboration, we also have select technology and channel partners who increase efficient access to new and existing customers, and support the existing customer growth through trusted relationships, existing contracts, service delivery capability and capacity, and collaboration on large digital transformations.
Through our commitment to open collaboration, we also have select hyperscaler and channel partners who increase efficient access to new and existing customers, and support the existing customer growth through trusted relationships, existing contracts, service delivery capability and capacity, and collaboration on large digital transformations.
We are a remote-only company, meaning that all of our team members work remotely. Due to this, we do not currently have a headquarters. Our website address is https://about.gitlab.com. The information contained on, or that can be accessed through, our website is not a part of this Annual Report on Form 10-K.
We are a remote-only company, meaning that all of our team members work remotely. Due to this, we do not currently have a headquarters. Our website address is https://about.gitlab.com. The information contained on, or 18 Table of Contents that can be accessed through, our website is not a part of this Annual Report on Form 10-K.
We seek to clearly and consistently articulate our monetization strategy on teams and organizations to provide predictability to both our customers as well as the community of contributors. 13 Table of Contents Our open source approach is intended to increase our development velocity as the developer pool who contributes to our codebase is greater than the size of any single engineering team.
We seek to clearly and consistently articulate our monetization strategy on teams and organizations to provide predictability to both our customers as well as the community of contributors. Our open source approach is intended to increase our development velocity as the developer pool who contributes to our codebase is greater than the size of any single engineering team.
GitLab lets organizations adopt a ‘shift left’ security strategy, embedding security protections and guardrails earlier in the development process, without sacrificing developer speed. It also eliminates the need for multiple data repositories and multiple security tools and reduces the number of hand-offs between development, operations, and security teams.
GitLab allows organizations to adopt a ‘shift left’ security strategy, embedding security protections and guardrails earlier in the development process, without sacrificing developer speed. It also eliminates the need for multiple data repositories and multiple security tools and reduces the number of hand-offs between development, operations, and security teams.
With capabilities such as Value Streams Dashboard and Value Stream Analytics, GitLab is uniquely positioned to be the tool of choice for data-driven organizations – enabling 7 Table of Contents teams to understand software delivery performance and value to the business without complex configurations or data scientists.
With capabilities such as Value Streams Dashboard and Value Stream Analytics, GitLab is uniquely positioned to be the tool of choice for data-driven organizations – enabling teams to understand software delivery performance and value to the business without complex configurations or data scientists.
Our Technology Our single application strategy means that we have one codebase to author, test, secure, package, and distribute. This also means that we are able to give users the most choice. Our customers can use a SaaS subscription or run The DevSecOps Platform themselves in a self-managed way in their own cloud 14 Table of Contents environments.
Our Technology Our single application strategy means that we have one codebase to author, test, secure, package, and distribute. This also means that we are able to give users the most choice. Our customers can use a SaaS subscription or run The DevSecOps platform themselves in a self-managed way in their own cloud environments.
We will continue to make many of our features open source or source code available to encourage contributions, which, in turn, accelerates our ability to innovate and provide a better platform to our customers. 10 Table of Contents • Drive growth through enhanced sales and marketing.
We will continue to make many of our features open source or source code available to encourage contributions, which, in turn, accelerates our ability to innovate and provide a better platform to our customers. • Drive growth through enhanced sales and marketing.
CS helps customers achieve platform value and productivity with GitLab by building awareness, adoption, usage, and performance around modern DevSecOps capabilities. We believe that this focus around platform value and partnership engagement maximizes long-term expansion with our existing customer base.
Customer success helps customers achieve platform value and productivity with GitLab by building awareness, adoption, usage, and performance around modern DevSecOps capabilities. We believe that this focus on platform value and partnership engagement maximizes long-term expansion with our existing customer base.
GitLab helps teams organize, plan, align, and track project work to ensure teams are working on the right things at the right time and maintain end-to-end visibility and traceability of issues throughout the delivery lifecycle from idea to production. • Create.
GitLab helps teams organize, plan, align, and track project work to ensure teams are working on 7 Table of Contents the right things at the right time and maintain end-to-end visibility and traceability of issues throughout the delivery lifecycle from idea to production. • Create.
We also engage team members through a PEO self-employed model in certain jurisdictions where we contract with the PEO, 12 Table of Contents which in turn contracts with individual team members as independent contractors. None of our team members are represented by a labor union.
We also engage team members through a PEO self-employed model in certain jurisdictions where we contract with the PEO, which in turn contracts with individual team members as independent contractors. None of our team members are represented by a labor union.
We plan to continue investing in sales and marketing, with a focus on driving the expansion of The DevSecOps Platform within existing customers, particularly for our larger customers. • Further grow adoption of our SaaS offering.
We plan to continue investing in sales and marketing, with a focus on driving the expansion of The DevSecOps platform within existing customers, particularly for our larger customers. 10 Table of Contents • Further grow adoption of our SaaS offering.
Further, during the same period, we grew our $1.0 million ARR customers to 96 from 63, an increase of 52%. We have key reference customers across a breadth of industry verticals that we believe validate The DevSecOps Platform, and our customers range from small and medium-sized teams to Fortune 500 companies.
Further, during the same period, we grew our $1.0 million ARR customers to 123 from 96, an increase of 28%. We have key reference customers across a breadth of industry verticals that we believe validate The DevSecOps platform, and our customers range from small and medium-sized teams to Fortune 500 companies.
By leveraging the power 6 Table of Contents of each, we create a virtuous cycle where more contributions lead to more features, leading more users and more contributions. We emphasize iteration to drive rapid innovation in our development strategy.
By leveraging the power of each, we create a virtuous cycle where more contributions lead to more features, leading to more users and more contributions. We emphasize iteration to drive rapid innovation in our development strategy.
The private, secure, container, and package registries are built-in and preconfigured out-of-the-box to work seamlessly with GitLab source code management, or SCM, security scanners, and Continuous Integration/Continuous Delivery, or CI/CD, pipelines. • Secure. GitLab’s offering is differentiated with built in, not bolted on, security capabilities.
The private, secure, container, and package registries are built-in and preconfigured out-of-the-box to work seamlessly with GitLab Source Code Management, or SCM, security scanners, and Continuous Integration/Continuous Delivery, or CI/CD, pipelines. • Secure. GitLab’s offering is differentiated with built in, end-to-end security capabilities.
We have established six core C.R.E.D.I.T. values: ◦ C ollaboration - Helping others is a priority; we rely on each other for help and advice; ◦ R esults for Customers - We follow through on our promises to each other, customers, users, and investors; ◦ E fficiency - We are about working on the right things to achieve more progress faster; ◦ D iversity, Inclusion & Belonging - We aim to foster an environment where everyone can thrive; ◦ I teration - We do the smallest thing possible and get it out as quickly as possible; and ◦ T ransparency - We strive to be open about as many things as possible to reduce the threshold to contribution and to make collaboration easier. • Measure results, not hours.
We have established six core C.R.E.D.I.T. values: ◦ C ollaboration - Helping others is a priority; we rely on each other for help and advice; ◦ R esults for Customers - We follow through on our promises to each other, customers, users, and investors; ◦ E fficiency - We are about working on the right things to achieve more progress faster; 11 Table of Contents ◦ D iversity, Inclusion & Belonging - We aim to foster an environment where everyone can thrive; ◦ I teration - We do the smallest thing possible and get it out as quickly as possible; and ◦ T ransparency - We strive to be open about as many things as possible to reduce the threshold to contribution and to make collaboration easier. • Results-driven remote work.
The DevSecOps Platform GitLab has pioneered The DevSecOps Platform, a single application that brings together development, operations, IT, security, and business teams to deliver better, more secure software faster. It represents a step change in how teams plan, develop, secure and deploy software. GitLab is built on a single codebase, unified data model, and user interface.
The DevSecOps Platform GitLab’s DevSecOps platform brings together development, operations, IT, security, and business teams to deliver better, more secure software faster. It represents a step change in how teams plan, develop, secure and deploy software. GitLab is built on a single codebase, unified data model, and user interface.
As customers realize the benefits of a single application, they typically increase their spend with us by adding more users or purchasing higher-tiered plans. As a result, for fiscal 2024 and fiscal 2023, our Dollar-Based Net Retention Rate was 130% and above 130% , respectively.
As customers realize the benefits of a single application, they typically increase their spend with us by adding more users or purchasing higher-tiered plans. As a result, for fiscal year 2025 and fiscal year 2024, our Dollar-Based Net Retention Rate was 123% and 130%, respectively.
GitLab protects access to key infrastructure configuration details such as passwords and login information by using ‘secret variables’ to limit access to only authorized users and processes. • Monitor.
GitLab helps protect access to key infrastructure configuration details such as passwords and login information by using ‘secret variables’ to limit access to only authorized users and processes. • Monitor.
GitLab provides feedback in the form of errors, traces, metrics, logs, and alerts to help reduce the severity and frequency of incidents so that users can release software frequently with confidence. 8 Table of Contents • Govern. GitLab extends an existing operation's practices to help teams manage their security vulnerabilities, project dependencies, and compliance policies to reduce overall risk.
GitLab provides feedback in the form of errors, traces, metrics, logs, and alerts to help reduce the severity and frequency of incidents so that users can release software frequently with confidence. • Govern. GitLab extends an organization’s existing operations practices to help teams manage their security vulnerabilities, project dependencies, and compliance policies to reduce overall risk.
Further, The DevSecOps Platform also delivers cost savings to our customers by eliminating the hidden costs and time it takes to integrate these point products manually and drives greater efficiency gains and productivity.
Further, The DevSecOps platform also delivers cost savings to our 8 Table of Contents customers by eliminating the hidden costs and time it takes to integrate these point products manually and drives greater efficiency gains and productivity.
As of January 31, 2024, more than 4,000 individuals have contributed to The DevSecOps Platform and since January 1, 2021, code contributions have averaged more than 259 per month. Because people outside of our organization can read our code, users can contribute to identifying and solving issues, which accelerates the time we can release new software to market.
As of January 31, 2025, more than 4,800 individuals have contributed to The DevSecOps platform and since January 1, 2021, code contributions have averaged more than 285 per month. Because people outside of our organization can read our code, users can contribute to identifying and solving issues, which accelerates the time we can release new software to market.
We believe that our customer growth is best represented by the number of our Base Customers, which increased to 8,602 as of January 31, 2024 from 7,002 as of January 31, 2023. We are continuously investing in our enterprise sales motion and have achieved strong success in attracting, retaining, and growing ARR from our larger customers.
We believe that our customer growth is best represented by the number of our Base Customers, which increased to 9,893 as of January 31, 2025 from 8,602 as of January 31, 2024. We are continuously investing in our enterprise sales motion and have achieved strong success in attracting, retaining, and growing ARR from our larger customers.
Furthermore, we believe we compete favorably based on the following factors: • ability to provide a single application that is purpose-built to span the entire DevSecOps lifecycle; • ability to rapidly innovate and consistently ship and release more features and versions of our software; • maturity of features in the Create (Source Code Management) and Verify (Continuous Integration) stages; • ability to run natively across any public cloud, private cloud, hybrid cloud, or on-premises environment; • ability to include AI features across the DevSecOps lifecycle: • ability to enable collaboration between developers, IT operations, and security teams; • ability to reduce handoffs, friction, and switching costs across different stages of the DevSecOps lifecycle; • ability to reduce software development times to release better software faster; • ability to consolidate multiple tools into a single platform; • ability to eliminate manual integrations that are costly and time-effective to maintain; • ability to provide a seamless, consistent, and single user experience through one user interface; • ability to deliver a large, engaging community of open source contributors; • performance, scalability, and reliability; 16 Table of Contents • ability to implement more differentiated security and governance; • quality of service and overall customer satisfaction; and • strong documentation and transparency of information.
Furthermore, we believe we can compete favorably based on the following factors: • ability to provide a single application that is purpose-built to span the entire DevSecOps lifecycle; • ability to rapidly innovate and consistently ship and release more features and versions of our software; • maturity of features in the Create (Source Code Management) and Verify (Continuous Integration) stages; • ability to run natively across any public cloud, private cloud, hybrid cloud, or on-premises environment; • ability to include AI features across the DevSecOps lifecycle: • ability to enable collaboration between developers, IT operations, and security teams; • ability to reduce handoffs, friction, and switching costs across different stages of the DevSecOps lifecycle; • ability to reduce software development times to release better software faster; • ability to consolidate multiple tools into a single platform; • ability to eliminate manual integrations that are costly and time-effective to maintain; • ability to provide a seamless, consistent, and single user experience through one user interface; • ability to deliver a large, engaging community of open source contributors; • performance, scalability, and reliability; • ability to implement more differentiated security and governance; • quality of service and overall customer satisfaction; and • strong documentation and transparency of information. 16 Table of Contents Corporate Philanthropy As part of our mission – we empower organizations to ship secure software faster – we believe that it is important to support teams that can further this goal at local and global levels.
GitLab is differentiated by offering AI-assisted workflows throughout the software development lifecycle. Our suite of AI capabilities, known as GitLab Duo, improves every step of software development and delivery – from planning and code generation to vulnerability detection and value stream measurement.
GitLab is differentiated by offering AI-powered workflows throughout the software development lifecycle. Our suite of AI capabilities, known as GitLab Duo, helps improve every step of software development and delivery – from planning and code generation to vulnerability detection and value stream measurement.
For the year ended January 31, 2024, more than 70% of our ARR came from public sector and enterprise customers. Our success has been exemplified by the growth in our $100,000 ARR customers to 955 as of January 31, 2024, from 697 as of January 31, 2023.
For the year ended January 31, 2025, more than 70% of our ARR came from public sector and enterprise customers. Our success has been exemplified by the growth in our $100,000 ARR customers to 1,229 as of January 31, 2025, from 955 as of January 31, 2024.
There were no individual customers whose revenue represented more than 10% of total revenue in fiscal 2024 or fiscal 2023. Sales and Marketing Our go-to-market strategy spans a dedicated enterprise sales motion, a self-service buying experience, and a customer success organization.
There were no individual customers whose revenue represented more than 10% of total revenue in fiscal 2025 or fiscal 2024. Sales and Marketing Our go-to-market strategy spans a dedicated enterprise sales motion, a self-service buying experience, ecosystem partners, professional services, and a customer success organization.
We intend to continue making investments in research and development to enhance new SaaS features, as well as in sales and marketing, to drive further adoption of our SaaS offering. • Grow and invest in our partner network.
We intend to continue making investments in research and development to enhance new SaaS features, as well as in sales and marketing, to drive further adoption of our SaaS offering.
For IT system administrators and internal security teams this also means they have one application environment and authentication system to inspect and certify according to their team’s standards. Our Customers We serve organizations of all sizes across industries and regions. As of January 31, 2024 , we had customers in over 140 countries.
For IT system administrators and 14 Table of Contents internal security teams this also means they have one application environment and authentication system to inspect and certify according to their team’s standards. Our Customers We serve organizations of all sizes across industries and regions. As of January 31, 2025, we had customers in over 152 countries.
This has also been a big contribution to enabling us to release a new version of our software for 148 months in a row and counting as of January 31, 2024 . We believe our open source approach helps us acquire, retain, and grow our paying customer base.
This has also been a big contribution to enabling us to release a new version of our software for 160 months in a row and counting as of January 31, 2025 . 13 Table of Contents We believe our open source approach helps us acquire, retain, and grow our paying customer base.
These patents and patent applications seek to protect proprietary inventions relevant to our business. The issued patents are scheduled to expire between 2034 and 2042. As of January 31, 2024, we had eleven trademark registrations and applications in the United States, including for “GITLAB” and our logo.
These patents and patent applications seek to protect proprietary inventions relevant to our business. The issued patents are scheduled to expire between 2034 and 2042. 17 Table of Contents As of January 31, 2025, we had 24 trademark registrations and applications in the United States, including for “GITLAB” and our logo.
We also had thirty-eight trademark registrations and applications in certain other jurisdictions and regions. Additionally, we are the registered hold er of a number of domain names, including gitlab.com. We are dedicated to open source software.
We also had 52 trademark registrations and applications in certain other jurisdictions and regions. Additionally, we are the registered holder of a number of domain names, including gitlab.com. We are dedicated to open source software.
We generally enter into confidentiality agreements and invention or work product assignment agreements with our officers, team members, agents, contractors, and business partners to control access to, and clarify ownership of, our proprietary information. 17 Table of Contents As of January 31, 2024 , we had ten issued patents and six pending patent applications in the United States and abroad.
We generally enter into confidentiality agreements and invention or work product assignment agreements with our officers, team members, agents, contractors, and business partners to control access to, and clarify ownership of, our proprietary information. As of January 31, 2025 , we had twelve issued patents and nineteen pending patent applications in the United States and abroad.
Legal Proceedings We are, and from time to time we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
In addition to the shareholder matters described above, we are, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
Our values are a living document, and we encourage our team 11 Table of Contents members to make suggestions to improve our company values constantly.
Our values are a living document, and we encourage our team members to make suggestions to improve our company values constantly.
We aim to take an iterative approach in everything we do, including our day-to-day work and building The DevSecOps Platform. Our process is centered on dividing work into small increments, not completing everything at once, and pursuing each stage with speed and efficiency.
We aim to take an iterative approach in everything we do, including our day-to-day work and building The DevSecOps platform. Our process is centered on dividing work into small increments, and pursuing each stage with speed and efficiency, whilst building with the end rsults in mind.
We grew our international revenue to $106.9 million for fiscal 2024 from $71.4 million for fiscal 2023, representing an increase of 50%. We intend to grow our international revenue by strategically increasing our investments in internatio nal sales and marketing operations, including headcount in the EMEA and APAC regions.
We grew our international revenue to $140.6 million for fiscal year 2025 from $106.9 million for fiscal year 2024, representing an increase of 32%. We intend to grow our international revenue by strategically increasing our investments in internatio nal sales and marketing operations, including headcount in the EMEA and APAC regions.
This iterative approach has enabled us to release a new version of our software every month for 148 months in a row as of January 31, 2024. This is also due in part to our over 4,000 contributors in our global open source community as of January 31, 2024.
This iterative approach has enabled us to release a new version of our software every month f or 160 months in a row as of January 31, 2025. This is also due in part to over 4,800 contributors in our global open source community as of January 31, 2025.
GitLab also embeds security earlier into the development process, improving our customers’ software security, quality, and overall compliance. GitLab is available to any team, regardless of the size, scope, and complexity of their deployment. As a result, we have more than 30 million registered users, and more than 50% of the Fortune 100 companies are GitLab customers.
Embedding security earlier in the development process, GitLab enables customers to improve software security, quality, and overall compliance. GitLab is available to any team, regardless of the size, scope, and complexity of their deployment. As a result, we have more than 50 million registered users, and more than 50% of the Fortune 100 companies are GitLab customers.
Key Benefits Delivered to our Customers • Accelerate software delivery. We believe GitLab is the most comprehensive AI-powered DevSecOps platform. With GitLab, customers benefit from delivering better, more secure software faster. GitLab customers see up to 7x faster cycle time, enabling them to meet the growing business demand to deliver new capabilities and increase responsiveness to change.
We believe is the most comprehensive AI-powered DevSecOps platform. With GitLab, customers benefit from delivering better, more secure software faster. GitLab customers see up to 15x faster time to first release, enabling them to meet the growing business demand to deliver new capabilities and increase responsiveness to change.
We believe this leads to a team that is continually engaged and passionate about the positive impact of GitLab. As of January 31, 2024, we had approxi mately 2,130 team members in 65 countries. We engage our team members in various ways, including through direct employment, Professional Employer Organizations (“PEOs”), and as independent contractors.
We believe this leads to a team that is continually engaged and passionate about the positive impact of GitLab. As of January 31, 2025, we had approxi mate ly 2,375 team members in 60 countrie s. We engage our team members in various ways, including through direct employment, Professional Employer Organizations (“PEOs”), and as independent contractors.
Our cohort of customers generating $1.0 million or more in ARR grew to 96 as of January 31, 2024 from 63 as of January 31, 2023. Our business has experienced rapid growth. We generated revenue of $579.9 million and $424.3 million in fiscal 2024 and 2023, respectively, representing growth of 37%.
Our cohort of customers generating $1.0 million or more in ARR grew to 123 as of January 31, 2025 from 96 as of January 31, 2024. Our business has experienced rapid growth. We generated revenue of $759.2 million and $579.9 million in fiscal year 2025 and fiscal year 2024, respectively, representing growth of 31%.
For our self-managed offering, the customer installs GitLab in their own on-premise or hybrid cloud environment. For our SaaS offering, the platform is managed by GitLab and hosted either in our public cloud or in our private cloud based on the customer’s preference.
GitLab offers a flexible deployment model for our customers. For our self-managed offering, the customer installs GitLab in their own on-premise or hybrid cloud environment. For our SaaS offering, the platform is managed by GitLab and hosted either in our public cloud or in our private cloud based on the 5 Table of Contents customer’s preference.
During this period, we continued to invest in growing our business to capitalize on our market opportunity. The net loss attributable to GitLab was $424.2 million and $172.3 million in fiscal 2024 and fiscal 2023, respectively.
During this period, we continued to invest in growing our business to capitalize on our market opportunity. The net loss attributable to GitLab was $6.3 million and $425.7 million in fiscal year 2025 and fiscal year 2024, respectively.
Finally, as engaged members of the open-source community, our contributors often serve as subject matter experts at market-leading developer events, and The DevSecOps Platform is presented on the cutting edge of innovation. Competition The markets we serve are highly competitive and rapidly evolving. With the introduction of new technologies and innovations, we expect the competitive environment to remain intense.
Finally, as engaged members of the open-source community, our contributors 15 Table of Contents often serve as subject matter experts at market-leading developer events, and The DevSecOps platform is presented on the cutting edge of innovation. Competition The markets we serve are highly competitive and rapidly evolving.
As a result, we trust that our values have led and will continue to lead to results that distinguish us from other companies. Our values include: • Our mission is to ensure that everyone can contribute. This mission guides our path, and we live our values along that path.
As a result, we trust that our values have led and will continue to lead to results that distinguish us from other companies. Our values include: • Our mission is to empower customers to deliver secure software, faster. This mission guides our path, and we live our values along that path.
Our operating cash flow margin, which we define as operating cash flows as a percentage of revenue, was 6.0% and (18.2)% for fiscal 2024 and fiscal 2023, respectively. Our gross profit margin was 90% and 88% for fiscal 2024 and fiscal 2023, respectively.
Our operating cash flow margin, which we define as operating cash flows as a percentage of revenue, was (8)% and 6% for fiscal year 2025 and fiscal year 2024, respectively. Our gross profit margin was 89% and 90% for fiscal year 2025 and fiscal year 2024, respectively.
In calendar year 2023, we remained Great Place to Work certified with 89% of US team members agreeing that GitLab is a great place to work and 94% of US team members saying they are proud to work here. We have a 85% CEO approval rating and a 4.5 overall workplace approval rating on Glassdoor.com, as of January 31, 2024.
We remained Great Place to Work certified with 93% of US team members agreeing that GitLab is a great place to work and 96% of US team members saying they are proud to work here. We have a 92% CEO approval rating and a 4.1 overall workplace approval rating on Glassdoor.com, as of January 31, 2025.
By adopting this approach, we are able to work with a greater sense of speed and efficiency, getting more done in less time. Team Members Our mission is to make it so everyone can contribute.
By adopting this approach, we are able to work with a greater sense of speed and efficiency, getting more done in less time. Team Members Our mission is to empower customers to deliver secure software, faster.
We believe we have a strong and open relationship with our team members and our unique mission, culture and values differentiate us and continue to be key drivers of our business success. Diversity, Inclusion and Belonging Diversity, Inclusion & Belonging is fundamental to our success. We include it in every way possible and in all that we do.
We believe we have a strong and open relationship with our team members and our unique mission, culture and values differentiate us and continue to be key drivers of our business success. 12 Table of Contents Diversity, Inclusion and Belonging Diversity, Inclusion & Belonging is a part of our CREDIT values.
We operate in two primary competitive landscapes: DevOps point solutions and DevOps platforms. In terms of point solutions that are stitched together GitLab’s offering is substantially different in that it is one platform, one codebase, one interface, and a unified data model that spans the entire DevSecOps lifecycle.
In terms of point solutions that are stitched together, GitLab’s offering is substantially different in that it is one platform, one codebase, one interface, and a unified data model that spans the entire DevSecOps lifecycle. In terms of DevSecOps platforms, our principal competitor is Microsoft Corporation, which owns GitHub.
The DevSecOps Platform enables application portability by allowing customers to seamlessly secure and manage their applications across clouds. This allows our customers to provide full value stream analytics on their DevSecOps workflow and simplify their application security and compliance across clouds.
This allows our customers to provide full value stream analytics on their DevSecOps workflow and helps simplify their application security and compliance across clouds.
Our DevSecOps platform accelerates our customers’ ability to create business value and innovate by reducing their software development cycle times from weeks to minutes – achieving up to 7x faster cycle time. It removes the need for point tools and delivers enhanced operational efficiency by eliminating manual work, increasing productivity, and creating a culture of innovation and velocity.
We believe GitLab offers the shortest path to unlock technology transformation and business value. GitLab accelerates our customers’ ability to innovate by accelerating their software development from weeks to minutes. It removes the need for point tools and delivers enhanced operational efficiency by eliminating manual work, increasing productivity, and creating a culture of innovation and velocity.
We strive for a transparent environment where all globally dispersed voices are heard and welcomed. We strive for an environment where people can show up as their full selves each day and contribute to their best ability. With an estimated 30 million registered users utilizing GitLab across the globe, we strive for a team that is representative of our users.
We strive for a transparent environment where all globally dispersed voices are heard and welcomed. We strive for an environment where people can show up as their full selves each day and contribute to their best ability.
Our subscription plans are available as a self-managed offering that customers download to run in their own on-premise environment or hybrid cloud environments, and also a SaaS offering that is managed by us and is hosted in either the public cloud or in a private cloud based on the customer’s preference.
Our subscription plans are available as a self-managed offering that customers download to run in their own on-premise environment or hybrid cloud environments, and also a SaaS offering, which is offered as either multi-tenant or single-tenant (called GitLab Dedicated).
These technology leaders need a platform that enables a value stream-driven mindset that shortens the time from idea to customer value and establishes a powerful flywheel for data collection and aggregation.
These technology leaders need a platform that enables a value stream-driven mindset that shortens the time from idea to customer value and establishes a powerful flywheel for data collection and aggregation. They are looking for a platform approach that unifies the entire development experience, so that customers can outpace and out-innovate their competition.
This helps to deliver outsized productivity gains, helping our customers increase their revenue and generate greater profits. • Reduce costs through toolchain consolidation. GitLab’s unique DevSecOps platform approach provides the capabilities of multiple point products, enabling teams to consolidate the number of tools they use.
Key Benefits Delivered to our Customers • Reduce costs through toolchain consolidation. GitLab’s unique DevSecOps platform approach provides the capabilities of multiple point products, enabling teams to consolidate the number of tools they use.
As more stages are addressed within a single application, the benefits of The DevSecOps Platform are enhanced. GitLab’s innovation strategy is a key differentiated competitive advantage. We have a dual flywheel innovation strategy that leverages both development efforts from our research and development team members as well as community contributions via our open-core business model.
GitLab’s innovation strategy is another area of differentiation. We have a dual flywheel innovation strategy that leverages both development efforts from our research and development team members as well as community contributions via our open-core business model.
GitLab enables all stakeholders – from executives to practitioners – to get visibility and insights into their value stream delivery in order to measure the flow of work, from idea to customer value.
GitLab’s platform is purpose-built to address the entire software development lifecycle, with AI offered at every stage: • Manage. GitLab enables all stakeholders – from executives to practitioners – to get visibility and insights into their value stream delivery in order to measure the flow of work, from idea to customer value.
Based on a 2022 study conducted by Forrester Consulting, commissioned by us and covering a limited number of our customers, the cost savings and business benefits achievable by deploying GitLab to revenue-generating applications can enable customers to deliver a 427% r eturn on investment within three years of deployment, and a potential payback period of under 6 months. 9 Table of Contents • Embrace the benefits of a portable workload and multi-cloud strategy.
Based on a 2024 study conducted by Forrester Consulting, commissioned by GitLab, the cost savings and business benefits achievable by deploying GitLab to revenue-generating applications can enable customers to deliver a 483% return on investment within three years of deployment, and a potential payback period of under six months. • Accelerate software delivery.
We have been investing in our global partner ecosystem, composed of hyperscalers and cloud providers, including Google Cloud and AWS, technology and independent software vendor partners, global resellers, and system integrators. We plan to continue investing in building out our partner program to expand our distribution footprint, broaden the awareness of The DevSecOps Platform, and more efficiently add new customers.
We have been investing in our global partner ecosystem, composed of hyperscalers and cloud providers, including Google Cloud and AWS, technology and independent software vendor partners, global resellers, and system integrators.
In calendar year 2023, nearly 700 people contributed more than 2,100 merge requests back to the core product, extending GitLab’s in-house R&D efforts and empowering our most passionate users to make improvements to the DevOps tool they use every day.
In calendar year 2024, nearly 900 people contributed more than 3,000 merge requests back to the core product, extending GitLab’s in-house R&D efforts and empowering our most passionate users to make improvements to the DevSecOps solution they use every day. Our open-core approach engenders trust with our customers and enables us to maintain our high velocity of innovation.
Our marketing department is focused on generating awareness of our DevSecOps Platform to the developer community, existing customers and users, and potential customers. We utilize diverse strategies such as digital demand generation, account-based marketing, nurture programs, sales development, virtual and field events, sponsored webinars, gated content downloads, whitepapers, display advertising and integrated campaigns to connect with prospective customers.
We utilize diverse strategies such as digital demand generation, account-based marketing, nurture programs, sales development, virtual and field events, sponsored webinars, gated content downloads, whitepapers, display advertising and integrated campaigns to connect with prospective customers. We also host and present at regional, national and global industry events. We offer our free tier and/or a free trial to prospective customers.
Compensation, Benefits, and Perks We provide team members with competitive compensation packages that include base salaries and equity awards, including restricted stock units. We are an open organization and want to be as transparent as possible about our compensation principles. Our compensation model is open to data-driven iterations.
We are an open organization and want to be as transparent as possible about our compensation principles. Our compensation model is open to data-driven iterations.
As of January 31, 2024 and 2023, our Dollar-Based Net Retention Rate was 130% and above 130%, respectively. Our Base Customers grew to 8,602 as of January 31, 2024 from 7,002 as of January 31, 2023.
As of January 31, 2025 and 2024, our Dollar-Based Net Retention Rate was 123% and 130%, respectively. Our Base Customers grew to 9,893 as of January 31, 2025 from 8,602 as of January 31, 2024. Our cohort of customers generating $100,000 or more in ARR grew to 1,229 as of January 31, 2025 from 955 as of January 31, 2024.
Additionally, as part of GitLab’s Environmental, Social and Governance (ESG) objectives, GitLab purchased $0.2 million in carbon removal reforestation credits in January 2024 to cover 8,580 Tonnes of CO2E of the company's emissions.
Additionally, as part of GitLab’s Sustainability objectives, GitLab purchased $0.14 million in high-quality carbon removal reforestation credits in fiscal year 2025 to cover 4,820 tonnes of CO2e of the company's emissions.
We are highly dependent on our management, highly skilled engineers, sales team members and other professionals. It is crucial that we continue to identify, attract and retain valuable team members.
We are highly dependent on our management, highly skilled engineers, sales team members and other professionals. It is crucial that we continue to identify, attract and retain valuable team members. To facilitate hiring and retention, we strive to make GitLab an inclusive workplace where every team member feels they belong and have the opportunity to grow and develop their career.

… 51 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

151 edited+13 added−33 removed381 unchanged
Biggest changeIf a security breach were to occur, and the confidentiality, integrity, or availability of our data or the data of our partners, our customers or our customers’ end-users was disrupted, we could incur significant liability, or The DevSecOps Platform, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation. 23 Table of Contents If we fail to detect, contain, or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more customers, or if we suffer a cyber-attack that impacts our ability to operate The DevSecOps Platform, we may suffer material damage to our reputation, business, financial condition, and results of operations.
Biggest changeIf we fail to detect, contain, or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more customers, or if we suffer a cyber attack that impacts our ability to operate The DevSecOps platform, we may suffer material damage to our reputation, business, 23 Table of Contents financial condition, and results of operations.
In addition to the anticipated costs to grow our business, we also expect to continue to incur significant legal, accounting, and other expenses as a public company. These efforts and expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our revenue to offset our operating expenses.
In addition to the anticipated costs to continue to grow our business, we also expect to continue to incur significant legal, accounting, and other expenses as a public company. These efforts and expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our revenue to offset our operating expenses.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: • the ability of our products or of those of our competitors to deliver the positive business outcomes prioritized and valued by our customers and prospects; • our ability to price our products competitively, including our ability to transition users of our free product offering to a paid version of The DevSecOps Platform; • the timing and market acceptance of services, including the developments and enhancements to those services offered by us or our competitors, including incorporation of AI into such services; 24 Table of Contents • the amount and quality of communications, postings, and sharing by our users on public forums, which can promote improvements on The DevSecOps Platform but may also lead to disclosure of commercially sensitive details; • our ability to monetize activity on our services; • customer service and support efforts; • sales and marketing efforts; • ease of use, performance and reliability of solutions developed either by us or our competitors; • our ability to manage our operations in a cost effective manner; • insolvency or credit difficulties confronting our customers, affecting their ability to purchase or pay for our product offering; • our reputation and brand strength relative to our competitors; • introduction of new technologies or standards that compete with or are unable to be adopted in our products; • ability to attract new team members or retain existing team members which could affect our ability to attract new customers, service existing customers, enhance our product or handle our business needs; • our ability to maintain and grow our community of users; and • the length and complexity of our sales cycles.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: • the ability of our products or of those of our competitors to deliver the positive business outcomes prioritized and valued by our customers and prospects; • our ability to price our products competitively, including our ability to transition users of our free product offering to a paid version of The DevSecOps platform; • the timing and market acceptance of services, including the developments and enhancements to those services offered by us or our competitors, including incorporation of AI into such services; • the amount and quality of communications, postings, and sharing by our users on public forums, which can promote improvements on The DevSecOps platform but may also lead to disclosure of commercially sensitive details; • our ability to monetize activity on our services; • customer service and support efforts; 24 Table of Contents • sales and marketing efforts; • ease of use, performance and reliability of solutions developed either by us or our competitors; • our ability to manage our operations in a cost effective manner; • insolvency or credit difficulties confronting our customers, affecting their ability to purchase or pay for our product offering; • our reputation and brand strength relative to our competitors; • introduction of new technologies or standards that compete with or are unable to be adopted in our products; • ability to attract new team members or retain existing team members which could affect our ability to attract new customers, service existing customers, enhance our product or handle our business needs; • our ability to maintain and grow our community of users; and • the length and complexity of our sales cycles.
The operation, success and growth of our business (whether now or in the future) depends on streamlined processes made available through information systems, global communications, internet activity, and other network processes. The future operation, success and growth of our business depends on streamlined processes made available through information systems, global communications, internet activity, and other network processes.
The operation, success and growth of our business (whether now or in the future) depends on streamlined processes made available through information systems, global communications, internet activity, and other network processes.
In future periods, our growth could slow or our profits could decline for several reasons, including decreased demand for our product offerings and our professional services, increased competition, a decrease in the growth of our overall market, a decrease in corporate spending, including as a result of global business or macroeconomic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, actual or perceived instability in the global banking sector, or otherwise, or our failure, for any reason, to continue to capitalize on growth opportunities.
In future periods, our growth could slow or our profits could decline for several reasons, including decreased demand for our product offerings and our professional services, increased competition, a decrease in the growth of our overall market, a decrease in corporate spending, including as a result of global business or macroeconomic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector, or otherwise, or our failure, for any reason, to continue to capitalize on growth opportunities.
We may face additional risks in connection with acquisitions and joint ventures, including: 37 Table of Contents • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • coordination of research and development and sales and marketing functions; • integration of product and service offerings; • retention of key team members from the acquired company; • changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from the acquisition; • integration of customers from the acquired company; • cultural challenges associated with integrating team members from the acquired company into our organization; • integration of the acquired company’s accounting, management information, human resources and other administrative systems; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures and policies; • additional legal, regulatory or compliance requirements; • financial reporting, revenue recognition or other financial or control deficiencies of the acquired company that we do not adequately address and that cause our reported results to be incorrect; • liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; • unanticipated write-offs or charges; and • litigation or other claims in connection with the acquired company, including claims from terminated team members, customers, former stockholders or other third parties.
We may face additional risks in connection with acquisitions and joint ventures, including: • diversion of management time and focus from operating our business to addressing acquisition integration challenges; 37 Table of Contents • coordination of research and development and sales and marketing functions; • integration of product and service offerings; • retention of key team members from the acquired company; • changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from the acquisition; • integration of customers from the acquired company; • cultural challenges associated with integrating team members from the acquired company into our organization; • integration of the acquired company’s accounting, management information, human resources and other administrative systems; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures and policies; • additional legal, regulatory or compliance requirements; • financial reporting, revenue recognition or other financial or control deficiencies of the acquired company that we do not adequately address and that cause our reported results to be incorrect; • liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; • unanticipated write-offs or charges; and • litigation or other claims in connection with the acquired company, including claims from terminated team members, customers, former stockholders or other third parties.
The CCPA requires covered companies to, among other things, provide new disclosures to California consumers and affords such consumers new privacy rights such as the ability to opt out of certain sales of personal data and expanded rights to access and deletion of their personal data, opt out of certain personal data sharing, and receive detailed information about how their personal data is collected, used and shared.
The CCPA, among other things, requires covered companies to, among other things, provide new disclosures to California consumers and affords such consumers new privacy rights such as the ability to opt out of certain sales of personal data and expanded rights to access and deletion of their personal data, opt out of certain personal data sharing, and receive detailed information about how their personal data is collected, used and shared.
We believe that this results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers, along with variables outside of our and our customers’ control, such as macroeconomic and general economic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector.
We believe that this results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers, along with variables outside of our and our customers’ control, such as macroeconomic and general economic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, and volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector.
As a result, much of the subscription revenue we report each fiscal quarter is the recognition of deferred revenue from subscription contracts entered into during previous 45 Table of Contents fiscal quarters.
As a result, much of the subscription revenue we report each fiscal 45 Table of Contents quarter is the recognition of deferred revenue from subscription contracts entered into during previous fiscal quarters.
It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers, the timing of our customers’ decisions to make a purchase, greater deal scrutiny by our customers, changes our customers experienced, or may experience, in their businesses, and other variables some of which are outside of our and our customers’ control, such as macroeconomic and general economic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector.
It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers, the timing of our customers’ decisions to make a purchase, greater deal scrutiny by our customers, changes our customers experienced, or may experience, in their businesses, and other variables some of which are outside of our and our customers’ control, such as macroeconomic and general economic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, and volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector.
Our quarterly or annual financial results may fluctuate as a result of several factors, many of which are outside of our control and may be difficult to predict, including: • our ability to attract and retain new customers; • the addition or loss of material customers, including through acquisitions or consolidations; • the timing of recognition of revenues; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • general economic, industry and market conditions, in both domestic and our foreign markets, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity 29 Table of Contents markets, and actual or perceived instability in the global banking sector, the potential effects of health pandemics or epidemics and other global events, including ongoing armed conflicts in different regions of the world; • customer renewal rates; • the timing and success of new service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners; • our ability to convert users of our free product offerings into subscribing customers; • increases or decreases in the number of elements of our services or pricing changes upon any renewals of customer agreements; • allocation of software development in customers’ budget; • seasonal variations in sales of our products; • decisions by potential customers to use products of our competitors; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; • extraordinary expenses such as litigation or other dispute-related settlement payments or outcomes; • future accounting pronouncements or changes in our accounting policies or practices; • negative media coverage or publicity; • political events; • the amount and timing of operating costs and capital expenditures related to the expansion of our business, in the U.S. and foreign markets; • the cost to develop and upgrade The DevSecOps Platform to incorporate new technologies; and • increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.
Our quarterly or annual financial results may fluctuate as a result of several factors, many of which are outside of our control and may be difficult to predict, including: • our ability to attract and retain new customers; • the addition or loss of material customers, including through acquisitions or consolidations; • the timing of recognition of revenues; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • general economic, industry and market conditions, in both domestic and our foreign markets, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto and volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector, the potential effects of health pandemics or epidemics and other global events, including the impacts of the U.S. presidential election and ongoing armed conflicts in different regions of the world; • customer renewal rates; • the timing and success of new service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners; • our ability to convert users of our free product offerings into subscribing customers; • increases or decreases in the number of elements of our services or pricing changes upon any renewals of customer agreements; 29 Table of Contents • allocation of software development in customers’ budget; • seasonal variations in sales of our products; • decisions by potential customers to use products of our competitors; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; • extraordinary expenses such as litigation or other dispute-related settlement payments or outcomes; • future accounting pronouncements or changes in our accounting policies or practices; • negative media coverage or publicity; • political events; • the amount and timing of operating costs and capital expenditures related to the expansion of our business, in the U.S. and foreign markets; • the cost to develop and upgrade The DevSecOps platform to incorporate new technologies; and • increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.
Thus, the Standard Contractual Clauses will remain an important data transfer mechanism for transfers to countries outside of the E.E.A. and the U.K., but the use of Standard Contractual Clauses must still be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and additional measures and/or contractual provisions may need to be put in place.
Thus, the Standard Contractual Clauses remain an important data transfer mechanism for transfers to countries outside of the E.E.A. and the U.K., but the use of Standard Contractual Clauses must still be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and additional measures and/or contractual provisions may need to be put in place.
The trading prices of technology companies have been highly volatile as a result of recent global events, including increasing interest rates and inflation and the ongoing armed conflicts in different regions of the world, which may reduce our ability to access capital on favorable terms or at all.
The trading prices of technology companies have been highly volatile as a result of recent global events, including volatile interest rates and inflation and the ongoing armed conflicts in different regions of the world, which may reduce our ability to access capital on favorable terms or at all.
Also, the Inflation Reduction Act of 2022, enacted on August 16, 2022, further amended the U.S. federal tax code, imposing a 15% minimum tax on “adjusted financial statement income” of certain corporations as well as an excise tax on the repurchase or redemption of stock by certain corporations, beginning in the 2023 tax year.
The Inflation Reduction Act of 2022, enacted on August 16, 2022, further amended the U.S. federal tax code, imposing a 15% minimum tax on “adjusted financial statement income” of certain corporations as well as an excise tax on the repurchase or redemption of stock by certain corporations, beginning in the 2023 tax year.
Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results. 60 Table of Contents General Risk Factors We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man-made problems such as acts of war, terrorism, that could disrupt our business operations and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results. 59 Table of Contents General Risk Factors We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man-made problems such as acts of war, terrorism, that could disrupt our business operations and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
We have from time to time been, and are likely to in the future become, defendants in actual or threatened lawsuits brought by or on behalf of our current and former team members, competitors, vendors, governmental or regulatory bodies, or third parties who use The DevSecOps Platform.
We have from time to time been, and are likely to in the future become, defendants in actual or threatened lawsuits brought by or on behalf of our current and former team members, competitors, vendors, shareholders, governmental or regulatory bodies, or third parties who use The DevSecOps platform.
Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore will be able to control all matters submitted to our stockholders for approval until the earlier of (i) October 14, 2031, (ii) the death or disability, as defined in our restated certificate of incorporation, of Sytse Sijbrandij, (iii) the date specified 57 Table of Contents by a vote of the holders of two-thirds of the then outstanding shares of Class B common stock and (iv) the first date on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of outstanding common stock.
Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore will be able to control all matters submitted to our stockholders for approval until the earlier of (i) October 14, 2031, (ii) the death or disability, as defined in our restated certificate of incorporation, of Sytse Sijbrandij, (iii) the date specified 56 Table of Contents by a vote of the holders of two-thirds of the then outstanding shares of Class B common stock and (iv) the first date on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of outstanding common stock.
Outside of the United States, we currently have direct and indirect subsidiaries in Canada, Germany, France, Ireland, the Netherlands, Spain, the United Kingdom, Australia, India, Japan, South Korea, and Singapore, and have team members in over 60 countries. We also have a joint venture in China.
Outside of the United States, we currently have direct and indirect subsidiaries in Canada, Germany, France, Ireland, Israel, the Netherlands, Spain, the United Kingdom, Australia, India, Japan, South Korea, and Singapore, and have team members in over 60 countries. We also have a joint venture in China.
In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether. We may in the future bring claims against third parties for infringing our intellectual property rights.
In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether. And we may in the future bring claims against third parties for infringing our intellectual property rights.
Accordingly, investors must for the foreseeable future rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. 58 Table of Contents Provisions in our organizational documents and under Delaware law could make an acquisition of us, which could be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management.
Accordingly, investors must for the foreseeable future rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. 57 Table of Contents Provisions in our organizational documents and under Delaware law could make an acquisition of us, which could be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management.
GDPR impose stringent data protection requirements and, where we are acting as a controller, includes requirements to: provide detailed disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrate that an appropriate legal basis is in place or otherwise exists to justify data processing activities; grant rights for data subjects in regard to their personal data including the right to be “forgotten,” the right to data portability, the right to correct personal data, and the right to access personal data; notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; define pseudonymized (key-coded) data; limit the retention of personal data; maintain a record of data processing; and comply with the principle of accountability and the obligation to demonstrate compliance through policies, procedures, trainings and audits.
GDPR impose stringent data protection requirements and, where we are acting as a controller, includes requirements to: provide detailed disclosures about how personal data is 39 Table of Contents collected and processed (in a concise, intelligible and easily accessible form); demonstrate that an appropriate legal basis is in place or otherwise exists to justify data processing activities; grant rights for data subjects in regard to their personal data including the right to be “forgotten,” the right to data portability, the right to correct personal data, and the right to access personal data; notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; define pseudonymized (key-coded) data; limit the retention of personal data; maintain a record of data processing; and comply with the principle of accountability and the obligation to demonstrate compliance through policies, procedures, trainings and audits.
Factors that could cause fluctuations in the market price of our Class A common stock include the following: • actual or anticipated changes or fluctuations in our operating results; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments; • industry or financial analyst or investor reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • price and volume fluctuations in the overall stock market from time to time; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights; • announced or completed acquisitions of businesses or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; 56 Table of Contents • the impact of interest rate increases on the overall stock market and the market for technology company stocks; • any major changes in our management or our board of directors; • effects of public health crises, pandemics, and epidemics; • general economic conditions, changes in the capital markets generally, inflation, slow or negative growth of our markets and instability in the global banking sector; and • other events or factors, including those resulting from political instability, war, incidents of terrorism or responses to these events, including those related to the ongoing armed conflicts in different regions of the world.
Factors that could cause fluctuations in the market price of our Class A common stock include the following: • actual or anticipated changes or fluctuations in our operating results; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments; • industry or financial analyst or investor reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • price and volume fluctuations in the overall stock market from time to time; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights; • announced or completed acquisitions of businesses or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; 55 Table of Contents • the impact of interest rate volatility on the overall stock market and the market for technology company stocks; • any major changes in our management or our board of directors; • effects of public health crises, pandemics, and epidemics; • general economic conditions, changes in the capital markets generally, inflation, and slow or negative growth of our markets and instability in the global banking sector; and • other events or factors, including those resulting from political instability, regulatory uncertainty, war, incidents of terrorism or responses to these events, including those related to the ongoing armed conflicts in different regions of the world.
Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock. 59 Table of Contents Our restated certificate of incorporation and amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or team members.
Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock. 58 Table of Contents Our restated certificate of incorporation and amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or team members.
Any failure or perceived failure by us to comply with applicable privacy and data security laws and regulations, our privacy policies, or our privacy-related obligations to users or other third parties, or any compromise of 42 Table of Contents security that results in the unauthorized release or transfer of personal data or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others and could cause our users to lose trust in us, which would have an adverse effect on our reputation and business.
Any failure or perceived failure by us to comply with applicable privacy and data security laws and regulations, our privacy policies, or our privacy-related obligations to users or other third parties, or any compromise of security that results in the unauthorized release or transfer of personal data or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others and could cause our users to lose trust in us, which would have an adverse effect on our reputation and business.
If we are the target of cyber-attacks as a result of our use of open source code, it may substantially damage our reputation and adversely impact our results of operations and financial condition. We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition.
If we are the target of cyber attacks as a result of our use of open source code, it may substantially damage our reputation and adversely affect our business, financial condition, and operating results. We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition.
Additionally, we are increasingly dependent on technology as a remote-only company and if we experience problems with the operation of our current IT systems or the technology systems of third parties on which we rely, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved.
Additionally, we are highly dependent on technology as a remote-only company and if we experience problems with the operation of our current IT systems or the technology systems of third parties on which we rely, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved.
We cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our financial position and results of operations. 55 Table of Contents Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
We cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our financial position and results of operations. 54 Table of Contents Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
We are a remote-only company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are increasingly dependent on technology in our operations and if our technology fails, our business could be adversely affected.
We are a remote-only company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are highly dependent on technology in our operations and if our technology fails, our business could be adversely affected.
There are significant costs and risks inherent in conducting business in international markets, including: • establishing and maintaining effective controls at foreign locations and the associated increased costs; • adapting our technologies, products, and services to non-U.S. consumers’ preferences and customs; • increased competition from local providers; • compliance with foreign laws and regulations; • adapting to doing business in other languages and/or cultures; • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations; • compliance with anti-bribery laws, such as the FCPA and the U.K.
There are significant costs and risks inherent in conducting business in international markets, including: • establishing and maintaining effective controls at foreign locations and the associated increased costs; • adapting our technologies, products, and services to non-U.S. consumers’ preferences and customs; • increased competition from local providers; • compliance with foreign laws and regulations; • adapting to doing business in other languages and/or cultures; • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, foreign tax withholding on intercompany transactions, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations; • compliance with anti-bribery laws, such as the FCPA and the U.K.
As of January 31, 2024, the holders of our outstanding Class B common stock hold a substantial majority of the voting power of our outstanding capital stock, with our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, holding a majority of the voting power of our capital stock.
As of January 31, 2025, the holders of our outstanding Class B common stock hold a substantial majority of the voting power of our outstanding capital stock, with our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, holding a majority of the voting power of our capital stock.
If the project committees and contributors fail to adequately further develop and enhance open source technologies, or if the leadership committees fail to oversee and guide the evolution of the open source technologies in the manner that we believe is appropriate to maximize the market potential of our offerings, then we would have to rely on other parties, or we would need to 35 Table of Contents expend additional resources, to develop and enhance our offerings.
If the project committees and contributors fail to adequately further develop and enhance open source technologies, or if the leadership committees fail to oversee and guide the evolution of the open source technologies in the manner that we believe is appropriate to maximize the market potential of our offerings, then we would have to rely on other parties, or we would need to expend additional resources, to develop and enhance our offerings.
We will continue to monitor this situation, and evaluate and utilize, where appropriate, all data transfer mechanisms available to us, but this may require the removal of tools from our services and websites where data is transferred from the E.U. to the U.S., or impact the manner in which we provide our services, which could adversely affect our business.
We will continue to monitor this situation, and evaluate and utilize, where appropriate, all data transfer mechanisms available to us, but this may require the removal of tools from our services and websites where data is transferred from the E.U. to the United States, or impact the manner in which we provide our services, which could adversely affect our business.
In addition, if participation in the DPF is deemed appropriate, then we would be required to update documentation and processes, which may result in further compliance costs. In addition, following the U.K.’s withdrawal from the E.U., the E.U. issued an adequacy decision in June 2021 in favor of the U.K. permitting data transfers from the E.U. to the U.K.
In addition, if participation in the DPF is deemed appropriate, then we would be required to update documentation and processes, which may result in further compliance costs. 40 Table of Contents In addition, following the U.K.’s withdrawal from the E.U., the E.U. issued an adequacy decision in June 2021 in favor of the U.K. permitting data transfers from the E.U. to the U.K.
Further, developing, testing, and offering AI-powered features may lead to greater than expected expenditures for our company because deploying AI systems involves high computing costs, which could adversely affect our gross margin, profitability, financial position, and cash flow. Transparency is one of our core values.
Further, developing, testing, and offering AI-powered features may lead to greater than expected expenditures for our company because deploying AI systems involves high computing costs, which could adversely affect our gross margin, profitability, financial position, and cash flow. 31 Table of Contents Transparency is one of our core values.
The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis, including our ability to timely provide enhancements and new features for our existing services or new services that achieve market acceptance or that keep pace with rapid technological developments and the competitive landscape.
The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis, including our ability to timely provide enhancements and new features for our existing services or new services that 33 Table of Contents achieve market acceptance or that keep pace with rapid technological developments and the competitive landscape.
If we cannot adequately monitor the use of our technologies and products, or enforce our intellectual property rights in China or 50 Table of Contents contractual restrictions relating to use of our intellectual property by Chinese companies, our revenue from JiHu could be adversely affected. Our joint venture is subject to laws and regulations applicable to foreign investment in China.
If we cannot adequately monitor the use of our technologies and products, or enforce our intellectual property rights in China or contractual restrictions relating to use of our intellectual property by Chinese companies, our revenue from JiHu could be adversely affected. Our joint venture is subject to laws and regulations applicable to foreign investment in China.
Paying customers 28 Table of Contents may decline or fluctuate as a result of a number of factors, including their satisfaction with our services and our end-customer support, the frequency and severity of product outages, our product uptime or latency, their satisfaction with the speed of delivering new features, the pricing of our, or competing, services, and the impact of macroeconomic conditions on our customers and their corporate spending.
Paying customers may decline or fluctuate as a result of a number of factors, including their satisfaction with our services and our end-customer support, the frequency and severity of product outages, our product uptime or latency, their satisfaction with the speed of delivering new features, the pricing of our, or competing, services, and the impact of macroeconomic conditions on our customers and their corporate spending.
As a result of these factors, we may need to devote a significant amount of sales, support, and professional services resources to individual customers, increasing the cost and time required to complete sales.
As a result of these factors, we may need to devote a significant amount of sales, operations, engineering, support, and professional services resources to individual customers, increasing the cost and time required to complete sales.
Our generative AI features may also generate output that is misleading, insecure, inaccurate, harmful, or otherwise flawed, which may harm our reputation, business, or customers, or expose us to legal liability. 31 Table of Contents We rely on third-party vendors for the provision of the AI models which power many of our AI features.
Our generative AI features may also generate output that is misleading, insecure, inaccurate, harmful, or otherwise flawed, which may harm our reputation, business, or customers, or expose us to legal liability. We rely on third-party vendors for the provision of the AI models which power many of our AI features.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included 38 Table of Contents elsewhere in this Annual Report on Form 10-K .
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K .
We also issue equity to a substantial portion of our team members, including team members engaged through PEOs and to independent contractors, and must ensure we 47 Table of Contents remain compliant with securities laws of the applicable jurisdiction where such team members are located. Additionally, in some cases, we contract directly with team members who are independent contractors.
We also issue equity to a substantial portion of our team members, including team members engaged through PEOs and to independent contractors, and must ensure we remain compliant with securities laws of the applicable jurisdiction where such team members are located. Additionally, in some cases, we contract directly with team members who are independent contractors.
Any impediments to preserving our corporate culture and fostering collaboration could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy. 48 Table of Contents Unfavorable media coverage could negatively impact our business. We receive a high degree of media coverage, including due to our commitment to transparency.
Any impediments to preserving our corporate culture and fostering collaboration could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy. Unfavorable media coverage could negatively impact our business. We receive a high degree of media coverage, including due to our commitment to transparency.
Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.
Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and may require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. A security breach may cause us to breach customer contracts.
Our fixed-income investment portfolio is subject to fluctuations in fair value due to change in interest rates, which could adversely affect our results of operations due to a rise in interest rates in the future.
Our fixed-income investment portfolio is subject to fluctuations in fair value due to change in interest rates, which could adversely affect our results of operations due to any rise in interest rates in the future.
In addition, the rate at which our end-customers purchase additional products and services depends on a number of factors, including the perceived need for additional products and services, the limitations on the number of users and limitations on storage and transfers applicable to the free product offering as well as general economic conditions.
In addition, the rate at which our end-customers purchase additional products and services depends on a number of factors, including the perceived need for additional products and services, the limitations on the number of users and limitations on storage and 32 Table of Contents transfers applicable to the free product offering as well as general economic conditions.
With respect to E.U. and U.K. team members, contractors and other personnel, as well as for our customers’ and prospective customers’ personal data, such as contact and business information, we are subject to the E.U. General Data Protection Regulation, or the GDPR, and applicable national 39 Table of Contents implementing legislation of the GDPR, and the U.K.
With respect to E.U. and U.K. team members, contractors and other personnel, as well as for our customers’ and prospective customers’ personal data, such as contact and business information, we are subject to the E.U. General Data Protection Regulation, or the GDPR, and applicable national implementing legislation of the GDPR, and the U.K. General Data Protection Regulation and U.K.
As a result of our limited history operating as a public company, our ability to accurately forecast our future results of operations is limited 20 Table of Contents and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be considered indicative of our future performance.
As a resu lt of our limited history operating as a public company, our ability to accurately forecast our future results of operations is limited 20 Table of Contents and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be considered indicative of our future performance.
Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their dissatisfaction with our pricing or our services, their ability to continue their operations and spending levels, and changes in other technology components used within the customer’s organization.
Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their 30 Table of Contents dissatisfaction with our pricing or our services, their ability to continue their operations and spending levels, and changes in other technology components used within the customer’s organization.
Customers may choose to stay on our free self-managed or SaaS product offerings instead of converting into a paying customer. Our future success depends, in part, on our ability to convert users of our free self-managed or SaaS product offerings into paying customers by selling additional products, and by upselling additional 32 Table of Contents subscription services.
Customers may choose to stay on our free self-managed or SaaS product offerings instead of converting into a paying customer. Our future success depends, in part, on our ability to convert users of our free self-managed or SaaS product offerings into paying customers by selling additional products, and by upselling additional subscription services.
We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services, and customers may not purchase the lifecycle services that we offer. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors.
We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services, and customers may not purchase the success plan services that we offer. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors.
As a result of these disagreements and any negative publicity associated therewith, we could lose customers or partners, or we may have difficulty attracting or retaining team members or contributors and such disagreements may divert resources and the time and attention of management from our business.
As a result of these disagreements and any 48 Table of Contents negative publicity associated therewith, we could lose customers or partners, or we may have difficulty attracting or retaining team members or contributors and such disagreements may divert resources and the time and attention of management from our business.
Bribery Act, by us, our team members, our service providers, and our business partners; 49 Table of Contents • difficulties in staffing and managing global operations and the increased travel, infrastructure, and compliance costs associated with multiple international locations; • complexity and other risks associated with current and future foreign legal requirements, including legal requirements related to data privacy frameworks, such as the GDPR and U.K.
Bribery Act, by us, our team members, our service providers, and our business partners; • difficulties in staffing and managing global operations and the increased travel, infrastructure, and compliance costs associated with multiple international locations; • complexity and other risks associated with current and future foreign legal requirements, including legal requirements related to data privacy frameworks, such as the GDPR and U.K.
If we or other software and SaaS providers experience security incidents, loss of customer data, or disruptions in delivery or service, the market for these applications as a whole, including The DevSecOps Platform and products, may be negatively affected.
If we or other software and SaaS providers 27 Table of Contents experience security incidents, loss of customer data, or disruptions in delivery or service, the market for these applications as a whole, including The DevSecOps platform and products, may be negatively affected.
GAAP, we currently consolidate the joint venture’s financials within our own and rely on the joint venture’s management for accurate and timely delivery of the joint venture’s financials. Therefore, we face reputational and brand risk as a result of any negative publicity faced by the joint venture entity.
GAAP, we currently consolidate the joint venture’s financials within our own and rely on the joint venture’s management for accurate and timely delivery of the joint venture’s financials. Therefore, we face reputational and brand 50 Table of Contents risk as a result of any negative publicity faced by the joint venture entity.
In addition, we expect to continue to responsibly expend financial and other resources to align with our: • expansion and enablement of our sales, services, and marketing organization to increase brand awareness and drive adoption of The DevSecOps Platform; • product development, including investments in our product development team and the development of new features and functionality for The DevSecOps Platform; • technology and sales channel partnerships; • international expansion; • acquisitions or strategic investments; and • general administration, including increased legal and accounting expenses associated with being a public company.
In addition, we expect to continue to responsibly expend financial and other resources to align with our: • expansion and enablement of our sales, services, and marketing organization to increase brand awareness and drive adoption of The DevSecOps platform; • product development, including investments in our product development team and the development of new features and functionality for The DevSecOps platform, including those related to artificial intelligence, or AI; • technology and sales channel partnerships; • international expansion; • acquisitions or strategic investments; and • general administration, including increased legal and accounting expenses associated with being a public company.
If our, our customers’, or our partners’ security measures are breached as a result of third-party action, team member error, misconfiguration, malfeasance (including bribery) or otherwise and, as a result, someone obtains unauthorized access to the GitLab application or data, including personal and/or confidential information of our customers, our reputation could be damaged, our business may suffer loss of current customers and future opportunities and we could incur significant financial liability including fines, cost of recovery, and costs related to remediation measures.
If our, our customers’, or our partners’ security measures are breached as a result of third-party action, team member error, misconfiguration, malfeasance (including bribery) or otherwise and, as a result, someone obtains unauthorized access to The DevSecOps platform, including personal and/or confidential information of our customers, our reputation could be damaged, our business may suffer loss of current customers and future opportunities and we could incur significant financial liability including fines, cost of recovery, and costs related to remediation measures.
Any failure to offer high-quality technical support services, including lifecycle services, or adequately sell such services, may adversely affect our relationships with our customers and our financial results. Once our products are deployed, our customers depend on our technical support organization to resolve technical issues.
Any failure to offer high-quality technical support services, including success plan services, or adequately sell such services, may adversely affect our relationships with our customers and our financial results. Once our products are deployed, our customers depend on our technical support organization to resolve technical issues.
In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our 43 Table of Contents products or could limit our end-customers’ ability to implement our products in those countries.
In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products or could limit our end-customers’ ability to implement our products in those countries.
Our competitors also may be successful in recruiting and hiring members of our management team or other key team members, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all.
Our competitors also may be successful in recruiting and hiring members of our 46 Table of Contents management team or other key team members, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be 51 Table of Contents prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The OECD has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.
The OECD has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 53 Table of Contents 1, 2025.
If a service provider fails to provide sufficient capacity to support our products, otherwise experiences service outages, or intentionally or unintentionally restricts or limits our ability to send, deliver, or receive electronic communications or provide services, such failure could interrupt our customers’ access to our products, adversely affect their perception of our products’ reliability and reduce our revenues.
If a customer’s internet service provider fails to provide sufficient capacity to support our products, otherwise experiences service outages, interruption or disruption, or intentionally or unintentionally restricts or limits our ability to send, deliver, or receive electronic communications or provide services, such failure could interrupt our customers’ access to our products, adversely affect their perception of our products’ reliability and reduce our revenues.
Any violation of data or 41 Table of Contents security laws by our third-party processors could have a material adverse effect on our business and result in the fines and penalties under the GDPR and the U.K. GDPR outlined above.
Any violation of data or security laws by our third-party processors could have a material adverse effect on our business and result in the fines and penalties under the GDPR and the U.K. GDPR outlined above.
If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.
If new sources of financing are required, but are insufficient or unavailable, we will be 52 Table of Contents required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.
However, this adequacy decision is subject to a four-year term, and the E.U. could intervene during the term if it determines that the data protection laws in the U.K. are not sufficient.
However, this adequacy decision is subject to a four-year term set to expire in 2025, and the E.U. could intervene during the term if it determines that the data protection laws in the U.K. are not sufficient.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting, or ICFR, and disclosure controls and procedures, or DC&P.
We compete with well-established providers such as Atlassian and Microsoft as well as other companies with offerings in fewer stages including with respect to both code hosting and code collaboration services, as well as file storage and distribution services and artificial intelligence, or AI.
We compete with well-established providers such as Microsoft and Atlassian as well as other companies with offerings in fewer stages, including with respect to both code hosting and code collaboration services, as well as file storage, distribution services, and AI.
General Data Protection Regulation and U.K. Data Protection Act 2018, or the U.K. GDPR, respectively. We are a controller with respect to this data. The GDPR and U.K.
Data Protection Act 2018, or the U.K. GDPR, respectively. We are a controller with respect to this data. The GDPR and U.K.
Our ability to increase our user base and increase revenue from existing customers will depend heavily on our ability to enhance and improve our existing solutions, introduce new features and products, both independently and in conjunction with third-party developers and technology partners, reach new platforms and sell into new markets.
Our ability to increase our user base and increase 25 Table of Contents revenue from existing customers will depend heavily on our ability to enhance and improve our existing solutions, introduce new features and products, both independently and in conjunction with third-party developers and technology partners, reach new platforms and sell into new markets.
The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways. Our existing corporate structure has been implemented in a manner we believe is in compliance with current tax laws.
The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws to expand the tax bases. Our existing corporate structure has been implemented in a manner we believe is in compliance with current tax laws.
We also cannot be certain that we will be able to maintain successful relationships with any channel partners and, to the extent that our channel partners are unsuccessful in selling our products, our ability to sell our products and our business, operating results, and financial condition could be adversely affected.
We also cannot be certain that we will be able to maintain successful relationships with any channel partners and, to the extent that our channel partners are unsuccessful in selling our products, our ability to sell our products and our business, operating results, and financial condition could be adversely 34 Table of Contents affected.
We also expect our operating and other expenses to increase in the foreseeable future as we continue to invest in our future growth, including expanding our research and development function to drive further development of The DevSecOps Platform, expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations, which will negatively affect our operating results if our total revenue does not increase.
We also expect our operating and other expenses to increase in the foreseeable future as we continue to invest in our future growth, including expanding our research and development function to drive further development of The DevSecOps platform (including related to AI capabilities), expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers 21 Table of Contents in new geographic locations, which will negatively affect our operating results if our total revenue does not increase.
Delays in developing, completing, or delivering new or enhanced offerings could cause our offerings to be less competitive, impair customer acceptance of our offerings and result in delayed or reduced revenue for our offerings.
Delays in developing, completing, or delivering new or enhanced offerings 35 Table of Contents could cause our offerings to be less competitive, impair customer acceptance of our offerings and result in delayed or reduced revenue for our offerings.
In addition, all channel partners must be trained to distribute The DevSecOps Platform and must allocate appropriately 34 Table of Contents skilled resources to the customers. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training.
In addition, all channel partners must be trained to distribute The DevSecOps platform and must allocate appropriately skilled resources to the customers. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training.
While it is uncertain whether the United States will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. On December 15, 2022, the European Union member states agreed to implement the OECD’s global minimum tax rate of 15%.
While it is uncertain whether the United States will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation. On December 15, 2022, the European Union member states agreed to implement the OECD’s global minimum tax rate of 15%.
Our rate of growth may also be impacted as a result of global business or macroeconomic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector, and investment decisions by our customers.
Our rate of growth may also be impacted as a result of global business or macroeconomic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, and investment decisions by our customers.
A change to the policies and specifications pertaining to any of these third-party tools (including those developed by Microsoft), could 25 Table of Contents cause GitLab to lose market share to competitors whose products and services continue to support integrations with such tools.
A change to the policies and specifications pertaining to any of these third-party tools (including those developed by Microsoft), could cause us to lose market share to competitors whose products and services continue to support integrations with such tools.
Since the decision by the CJEU, Supervisory Authorities, including the CNIL and the Austrian Data Protection Authority, are now looking at cross-border transfers more closely, and have publicly stated in January 2022 that the transfer of data to the United States using 40 Table of Contents certain analytics tools is illegal.
Since the decision by the CJEU, supervisory authorities, including the CNIL and the Austrian Data Protection Authority, are now looking at cross-border transfers more closely, and have publicly stated that the transfer of data to the United States using certain analytics tools is illegal.
In addition, a recession, depression, or other sustained adverse market event resulting from such global events could adversely affect our business and the value of our Class A common stock.
In addition, a sustained adverse market event resulting from such global events could adversely affect our business and the value of our Class A common stock.
Our customer expansions and renewals may decline or fluctuate, and conversely, contractions and downtiers may increase, or fluctuate, as a result of a number of factors, including: quality of our sales efforts, customer usage, customer satisfaction with our services and customer support, our prices (including price increases for our Premium tier that were generally implemented in the first quarter of fiscal year 2024), the prices of competing services, mergers and acquisitions affecting our customer base, the effects of global economic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector, or reductions in our customers’ spending levels generally (including, our customers that have or may have to downsize their operations or headcount).
Our customer expansions and renewals may decline or fluctuate, and conversely, contractions and downtiers may increase, or fluctuate, as a result of a number of factors, including: quality of our sales efforts, customer usage, customer satisfaction with our services and customer support, our prices 28 Table of Contents (including price increases we have implemented in the past, the prices of competing services, mergers and acquisitions affecting our customer base, the effects of global economic conditions, including inflation, volatile interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto and volatility of the global debt and equity markets, and actual or perceived instability in the global banking sector, or reductions in our customers’ spending levels generally (including, our customers that have or may have to downsize their operations or headcount).

… 117 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+3 added−0 removed6 unchanged
Biggest changeManagement is responsible for and regularly discusses identifying, assessing, and managing material cybersecurity risks on an ongoing basis through programs led by the Chief Information Security Officer, Chief Legal Officer, and the Chief Financial Officer. ITEM 2. PROPERTIES We are a remote-only company. Accordingly, we do not maintain a headquarters. Our China entity (JiHu) leases small sales offices.
Biggest changeManagement is responsible for and regularly discusses identifying, assessing, and managing material cybersecurity risks on an ongoing basis through programs led by the Chief Information Security Officer, Chief Legal Officer, and the Chief Financial Officer.
We also engage in continuous monitoring of our cyber security risks and perform security assurance activities via independent, external third parties such as consultants, auditors, and assessors during our robust security certification audits, penetration tests, and bug bounty programs.
We also engage in continuous monitoring of our cyber security risks and perform security assurance activities via independent, external third parties such as consultants, auditors, security researchers, and assessors during our robust security certification audits, penetration tests, and bug bounty programs.
Security incidents that are assessed as potentially material are escalated to designated members of our management and board of directors, as applicable. Our security program accounts for our significant interactions with relevant external third-parties and analyzes the potential risks introduced from doing business with them. These risks are continually assessed throughout the vendor lifecycle from onboarding to offboarding.
Our security program accounts for our significant interactions with relevant external third-parties and analyzes the potential risks introduced from doing business with them. These risks are continually assessed throughout the vendor lifecycle from onboarding to offboarding.
Our processes assess the likelihood and impact of various threats and risks including, but not limited to, our business operations, organizational output, brand reputation, business continuity, customers and stakeholders, legal, regulatory, and financial impact. Identified risks are assessed for criticality, prioritized for remediation, and reported by GitLab's security teams to various levels of our management.
Our processes assess the likelihood and impact of various threats and risks including, but not limited to, our business operations, organizational output, brand reputation, business continuity, customers and stakeholders, legal, regulatory, and financial impact.
Added
Our cybersecurity program is led by our Chief Information Security Officer, who has over 25 years of experience working at SaaS and technology companies, and consists of over 120 security practitioners located around the world.
Added
Identified risks are assessed for criticality, prioritized for remediation, and reported by GitLab's security teams to various levels of our management including integration into our enterprise risk management program, led by Internal Audit.
Added
Security incidents that are assessed as potentially material are escalated to designated members of our management and board of directors, as applicable. Our global incident response team performs at-least annual tabletop exercises of our incident processes, including material breach, disaster recovery, and business continuity scenarios.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+9 added−1 removed0 unchanged
Biggest changeWe are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results. 62 Table of Contents The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Biggest changeWe are not presently a party to any legal proceedings that in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results. Defending such proceedings is costly and can impose a significant burden on management and team members.
ITEM 3. LEGAL PROCEEDINGS We are, and from time to time we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Defending such proceedings is costly and can impose a significant burden on management and team members.
In addition to the shareholder matters described above, we are, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
Removed
ITEM 4. MINE SAFETY DISCLOSURES None. 63 Table of Contents PART II
Added
ITEM 3. LEGAL PROCEEDINGS GitLab Securities Class Action and Shareholder Derivative Cases On September 4, 2024, a putative class action was filed in the United States District Court for the Northern District of California, captioned Dolly v. GitLab et al., Case No. 5:24-cv-06244-EKL, naming GitLab and certain of our officers.
Added
The complaint purports to assert claims under Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), SEC Rule 10b-5, and Section 20(a) of the 1934 Act, on behalf of persons and entities who acquired our common stock between June 5, 2023 and June 3, 2024 (the “Class Period”).
Added
Plaintiff alleges that, during the Class Period, defendants made material misrepresentations or omissions regarding our use of AI features and ability to monetize our AI capabilities that artificially inflated our stock price. Plaintiff seeks, among other things, damages in an unspecified amount, as well as fees and costs.
Added
Plaintiff amended his complaint on February 5, 2025 and March 7, 2025, and we will move to dismiss the second amended complaint in April 2025. Two putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action.
Added
The cases were filed on February 14, 2025, in the United States District Court for the Northern District of California, captioned Preciado v. Sijbrandij et al., Case No. 3:25-cv-01597 “Preciado” ); and on February 19, 2025 in United States District Court for the Northern District of California, captioned Jones v. Sijbrandij et al., Case No. 3:25-cv-01735 ( “Jones” ).
Added
Both cases are allegedly brought on our behalf. Each of the lawsuits name us as a nominal defendant, and also certain of our officers and current and former members of our board of directors.
Added
The Jones complaint purports to assert claims under Section 14(a) of the Exchange Act as well as breach of fiduciary duty, while the Preciado complaint purports to assert those claims as well as unjust enrichment and related corporate torts. The complaints seek to recover unspecified damages and other relief on our behalf.
Added
Based on the preliminary nature of the proceedings in these actions, the outcomes remain uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time.
Added
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES None. 62 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed7 unchanged
Biggest changeOur Class B common stock is not listed or traded on any exchange. Holders of Record As of March 15, 2024, there were 14 holders of record of our Class A common stock and 65 holders of record of our Class B common stock.
Biggest changeOur Class B common stock is not listed or traded on any exchange. Holders of Record As of March 7, 2025, there were 6 holders of record of our Class A comm on stock a nd 15 h olders of record of our Class B common stock.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock. 64 Table of Contents This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock. 63 Table of Contents This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
Stock Performance Graph The graph below compares the cumulative total stockholder return on our Class A common stock from October 14, 2021 (the date our Class A common stock commenced trading on Nasdaq) through January 31, 2024 with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index.
Stock Performance Graph The graph below compares the cumulative total stockholder return on our Class A common stock from October 14, 2021 (the date our Class A common stock commenced trading on Nasdaq) through January 31, 2025 with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 6. [Reserved] 65 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 66 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 82 Item 8. Financial Statements and Supplementary Data 83 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 131 Item 9A. Controls and Procedures 132 Item 9B.
Biggest changeItem 6. [Reserved] 64 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 65 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 81 Item 8. Financial Statements and Supplementary Data 82 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 130 Item 9A. Controls and Procedures 131 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+18 added−33 removed35 unchanged
Biggest changeWe maintain a full valuation allowance against our deferred tax assets in certain jurisdictions because we have concluded that it is not more likely than not that the deferred tax assets will be realized. 70 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented (in thousands): Fiscal Year Ended January 31, 2024 2023 2022 Revenue: Subscription—self-managed and SaaS $ 506,306 $ 369,349 $ 226,163 License—self-managed and other 73,600 54,987 26,490 Total revenue 579,906 424,336 252,653 Cost of revenue: (1) Subscription—self-managed and SaaS 45,486 40,841 23,668 License—self-managed and other 14,222 10,839 6,317 Total cost of revenue 59,708 51,680 29,985 Gross profit 520,198 372,656 222,668 Operating expenses: Sales and marketing (1) 356,393 309,992 190,754 Research and development (1) 200,840 156,143 97,217 General and administrative (1) 150,405 117,932 63,654 Total operating expenses 707,638 584,067 351,625 Loss from operations (187,440) (211,411) (128,957) Interest income 39,114 14,496 736 Other income (expense), net (2) (11,826) 21,585 (30,850) Loss before income taxes and loss from equity method investment (160,152) (175,330) (159,071) Loss from equity method investment, net of tax (3,824) (2,468) — Provision for (benefit from) income taxes 264,057 2,898 (1,511) Net loss $ (428,033) $ (180,696) $ (157,560) Net loss attributable to noncontrolling interest (3) (3,859) (8,385) (2,422) Net loss attributable to GitLab $ (424,174) $ (172,311) $ (155,138) (1) Includes stock-based compensation expense as follows: Fiscal Year Ended January 31, 2024 2023 2022 (in thousands) Cost of revenue $ 6,400 $ 5,078 $ 1,300 Sales and marketing 68,766 48,001 10,550 Research and development 50,804 36,325 8,305 General and administrative 37,079 33,163 9,854 Total stock-based compensation expense $ 163,049 $ 122,567 $ 30,009 (2) Includes $8.9 million loss for the year ended January 31, 2024 from the impairment of Arch Data Inc.
Biggest changeWe maintain a full valuation allowance against our deferred tax assets in certain jurisdictions because we have concluded that it is not more likely than not that the deferred tax assets will be realized. 69 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented (in thousands): Fiscal Year Ended January 31, 2025 2024 2023 Revenue: Subscription—self-managed and SaaS $ 675,179 $ 506,306 $ 369,349 License—self-managed and other 84,070 73,600 54,987 Total revenue 759,249 579,906 424,336 Cost of revenue: (1) Subscription—self-managed and SaaS 64,916 45,486 40,841 License—self-managed and other 20,224 14,222 10,839 Total cost of revenue 85,140 59,708 51,680 Gross profit 674,109 520,198 372,656 Operating expenses: Sales and marketing (1) 384,295 356,393 309,992 Research and development (1) 239,652 200,840 156,143 General and administrative (1) 192,877 150,405 117,932 Total operating expenses 816,824 707,638 584,067 Loss from operations (142,715) (187,440) (211,411) Interest income 47,735 39,114 14,496 Other income (expense), net 9,187 (12,241) 21,621 Loss before income taxes and loss from equity method investment (85,793) (160,567) (175,294) Loss from equity method investment, net of tax — (3,824) (2,468) Provision for (benefit from) income taxes (76,674) 265,145 4,030 Net loss $ (9,119) $ (429,536) $ (181,792) Net loss attributable to noncontrolling interest (2) (2,793) (3,859) (8,385) Net loss attributable to GitLab $ (6,326) $ (425,677) $ (173,407) (1) Includes stock-based compensation expense as follows: Fiscal Year Ended January 31, 2025 2024 2023 (in thousands) Cost of revenue $ 7,922 $ 6,400 $ 5,078 Sales and marketing 72,954 68,766 48,001 Research and development 58,312 50,804 36,325 General and administrative 46,711 37,079 33,163 Total stock-based compensation expense $ 185,899 $ 163,049 $ 122,567 70 Table of Contents (2) Our results of operations include our variable interest entity, JiHu.
Dollar-Based Net Retention Rate We believe that our ability to retain and expand our revenue generated from our existing customers is an indicator of the long-term value of our customer relationships and our potential future business opportunities. Dollar-Based Net Retention Rate measures the percentage change in our ARR derived from our customer base at a point in time.
Dollar-Based Net Retention Rate and ARR We believe that our ability to retain and expand our revenue generated from our existing customers is an indicator of the long-term value of our customer relationships and our potential future business opportunities. Dollar-Based Net Retention Rate measures the percentage change in our ARR derived from our customer base at a point in time.
The typical term of a subscription contract for self-managed offering is one to three years. SaaS Our SaaS subscriptions provide access to our latest managed version of our product hosted in a public or private cloud based on the customer’s preference. Revenue from our SaaS offerings is recognized ratably over the contract period when the performance obligation is satisfied.
The typical term of a subscription contract for self-managed offerings is one to three years. SaaS Our SaaS subscriptions provide access to our latest managed version of our product hosted in a public or private cloud based on the customer’s preference. Revenue from our SaaS offerings is recognized ratably over the contract period when the performance obligation is satisfied.
One limitation of free cash flow is that it does not reflect our future contractual commitments. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period.
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.
For purposes of determining our Base Customers, a single 66 Table of Contents organization with separate subsidiaries, segments, or divisions that use The DevSecOps Platform is considered a single customer for determining each organization’s ARR. GitLab is the only DevSecOps platform built on an open-core business model. We enable any customer and contributor to add functionality to our platform.
For purposes of determining our Base Customers, a single organization with separate subsidiaries, segments, or divisions that use The DevSecOps platform is considered a single customer for determining each organization’s ARR. 65 Table of Contents GitLab is the only DevSecOps platform built on an open-core business model. We enable any customer and contributor to add functionality to our platform.
A single organization with separate subsidiaries, segments, or divisions that use The DevSecOps Platform is considered a single 67 Table of Contents customer for determining each organization’s ARR. We do not count our reseller or distributor channel partners as customers. In cases where customers subscribe to The DevSecOps Platform through our channel partners, each end customer is counted separately.
A single organization with separate subsidiaries, segments, or divisions that use The DevSecOps platform is considered a single customer for determining each organization’s ARR. We do not count our reseller or distributor channel 66 Table of Contents partners as customers. In cases where customers subscribe to The DevSecOps platform through our channel partners, each end customer is counted separately.
The typical term of a subscription contract for SaaS offering is one to three years. License - self-managed and other The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with access to proprietary software features. License revenue is recognized up-front when the software license is made available to our customers.
The typical term of a subscription contract for SaaS offerings is one to three years. License - self-managed and other The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with access to proprietary software features. License revenue is recognized up-front when the software license is made available to our customers.
We expect that our general and administrative expenses will 69 Table of Contents increase in absolute dollars as our business grows but will decrease as a percentage of our total revenue over time, although our general and administrative expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses.
We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a 68 Table of Contents percentage of our total revenue over time, although our general and administrative expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses.
Overview In today’s world, software defines the speed of innovation. Every industry, business, and every function within a company is dependent on software. Nearly all companies must digitally transform and become experts at building, delivering, and securing software to remain competitive and survive.
Overview In today’s world, software defines the speed of innovation. Every industry, business, and function within a company is dependent on software. To remain competitive and survive, nearly all companies must digitally transform and become experts at developing, delivering, and securing software.
We believe that 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.
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 related to 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.
Basis of Presentation and Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements. 81 Table of Contents
Basis of Presentation and Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements. 80 Table of Contents
Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.
Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation 75 Table of Contents allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.
The ownership interest of other investors is recorded as a noncontrolling interest. See “Note 12. Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details.
The ownership interest of other investors is recorded as a noncontrolling interest. See “Note 11. Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details.
As of January 31, 2024 , cash and cash equivalents consist of cash in banks, money markets funds, agency securities, treasuries , and corporate debt securities, while short-term investments mainly consist of treasuries, corporate debt securities, and commercial paper.
As of January 31, 2025 , cash and cash equivalents consist of cash in banks, money markets funds, treasuries , and commercial paper, while short-term investments mainly consist of treasuries, corporate debt securities, agency securities, and commercial paper.
A discussion regarding our financial condition and results of operations for the year ended January 31, 2024 compared to the year ended January 31, 2023 is presented below.
A discussion regarding our financial condition and results of operations for the year ended January 31, 2025 compared to the year ended January 31, 2024 is presented below.
A discussion regarding our financial condition and results of operations for the year ended January 31, 2023 compared to the year ended January 31, 2022 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, which was filed with the SEC on March 30, 2023.
A discussion regarding our financial condition and results of operations for the year ended January 31, 2024 compared to the year ended January 31, 2023 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 , which was filed with the SEC on March 25, 2024.
As of January 31, 2024 2023 2022 Dollar-Based Net Retention Rate 130% >130% >152% Customers with ARR of $100,000 or More We believe that our ability to increase the number of $100,000 ARR customers is an indicator of our market penetration and strategic demand for The DevSecOps Platform.
As of January 31, 2025 2024 2023 Dollar-Based Net Retention Rate 123% 130 % >130% Customers with ARR of $100,000 or More We believe that our ability to increase the number of $100,000 ARR customers is an indicator of our market penetration and strategic demand for The DevSecOps platform.
We incur expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, costs related to Sarbanes-Oxley compliance, costs related to Environmental, Social, and Governance (ESG) compliance and expenses for insurance, investor relations, and related professional services.
We incur expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, costs related to Sarbanes-Oxley compliance, and expenses for insurance, investor relations, and related professional services.
As of January 31, 2024 2023 2022 $100,000 ARR customers 955 697 492 Components of Our Results of Operations Revenue Subscription - self-managed and SaaS Subscription - self-managed Our self-managed subscriptions include support, maintenance, upgrades, and updates on a when-and-if-available basis. Revenue for self-managed subscriptions is recognized ratably over the contract period based on the stand-ready nature of subscription elements.
As of January 31, 2025 2024 2023 $100,000 ARR customers 1,229 955 697 Components of Our Results of Operations Revenue Subscription - self-managed and SaaS Subscription - self-managed Our self-managed subscriptions include support, maintenance, upgrades, and updates on a when-and-if-available basis. Revenue for self-managed subscriptions is recognized ratably over the contract period based on the stand-ready nature of subscription elements.
The main drivers of the changes in operating assets and liabilities were the increase in accrued expenses and other liabilities of $258.3 million, the increase in deferred revenue of $79.3 million and the increase in accrued compensation and related expenses of $15.2 million, partially offset by the increase in deferred contract acquisition costs of $53.1 million, the increase in accounts receivable of $36.3 million, and the increase in prepaid expenses and other current assets of $23.9 million.
The main drivers of the changes in operating assets and liabilities were the increase in accrued expenses and other liabilities of $259.4 million, the increase in deferred revenue of $79.3 million and the increase in accrued compensation and related expenses of $15.2 million, partially offset by the increase in deferred contract acquisition costs of $53.1 million, the increase in accounts receivable of $36.3 million, and the increase in prepaid expenses and other current assets of $23.7 million.
General and Administrative General and administrative expenses consist primarily of personnel-related expenses for our executives, finance, legal, and human resources teams. General and administrative expenses also include external legal, accounting, and director and officer insurance, as well as other consulting and professional services fees, software and subscription services, corporate event expenses, and any contract termination fees.
General and Administrative General and administrative expenses consist primarily of personnel-related expenses for our executives, finance, legal, and human resources teams. General and administrative expenses also include external legal, accounting, and director and officer insurance, as well as other consulting and professional services fees, software and subscription services, in-person company-wide event expenses, and any contract termination fees.
Contractual Obligations and Commitments For more information regarding our contractual obligations, refer to “Note 15. Commitments and Contingencies” to our consolidated financial statements . Critical Accounting Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. In doing so, we have to make estimates and assumptions.
Contractual Obligations and Commitments For more information regarding our contractual obligations, refer to “Note 14. Commitments and Contingencies” to our consolidated financial statements . 78 Table of Contents Critical Accounting Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. In doing so, we have to make estimates and assumptions.
Free Cash Flow Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and any non-recurring income tax payments related to BAPA.
Adjusted Free Cash Flow Adjusted free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for purchases of property and equipment, plus any non-recurring income tax payments related to BAPA, plus any non-recurring payments related to the formation of JiHu.
As our SaaS offering makes up an increasing percentage of our total revenue, we expect to see increased associated cloud-related costs, such as hosting and managing costs, which may adversely impact our gross margins. 68 Table of Contents License - self-managed and other Cost of self-managed license and other revenue consists primarily of contractor and personnel-related costs, including stock-based compensation expenses, associated with the professional services team and customer support team, and allocated overhead.
As our SaaS offering makes up an increasing percentage of our total revenue, we expect to see increased associated cloud-related costs, such as hosting and managing costs, which may adversely impact our gross margins. 67 Table of Contents License - self-managed and other Cost of self-managed license and other revenue consists primarily of contractor and personnel-related costs, including stock-based compensation expense, associated with the professional services team and customer support team, third-party payment processing fees, and allocated overhead.
As of January 31, 2024 and January 31, 2023, our principal source of liquidity was cash, cash equivalents, and short-term investments aggregating t o $1.0 billion and $936.7 million, respectively, which were held for working capital and strategic investment purposes.
As of January 31, 2025 and January 31, 2024, our principal source of liquidity was cash, cash equivalents, and short-term investments aggregating t o $992.4 million and $1.0 billion , respectively, which were held for working capital and strategic investment purposes.
Revenue attributed to our variable interest entity, JiHu, was $6.5 million and $4.7 million for fiscal 2024 and 2023, respectively. See “Note 12. Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details.
Revenue attributed to our variable interest entity, JiHu, was $7.6 million and $6.5 million for fiscal year 2025 and 2024, respectively. See “Note 11. Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details.
Our primary uses of cash from operating activities are for personnel-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses, and overhead expenses. We have generated positive cash flows from operating activities and have supplemented working capital through net proceeds from the issuance of equity securities.
Our primary uses of cash from operating activities are for personnel-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses, and overhead expenses. We have generated positive cash flows in fiscal year 2024 and negative cash flows in fiscal years 2025 and 2023 from operating activities. We have supplemented working capital through net proceeds from the issuance of equity securities.
In addition, in the United States, any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. We are currently under examination in the Netherlands for the 2015 and 2016 tax years.
In addition, in the United States, any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination.
GitLab also embeds security earlier into the development process, improving our customers’ software security, quality, and overall compliance. GitLab is available to any team, regardless of the size, scope, and complexity of their deployment. As a result, we have more than 30 million registered users, and more than 50% of the Fortune 100 companies are GitLab customers.
Embedding security earlier in the development process, GitLab enables customers to improve software security, quality, and overall compliance. GitLab is available to any team, regardless of the size, scope, and complexity of their deployment. As a result, we have more than 50 million registered users, and more than 50% of the Fortune 100 companies are GitLab customers.
Cash provided by operating activities during fiscal 2024 was $35.0 million, primarily consisting of our net loss of $428.0 million, adjusted for non-cash items of $222.1 million (mainly attributable to stock-based compensation expense of $163.0 million and amortization of deferred contract acquisition costs, net of $43.5 million), and net cash inflows of $241.0 million provided by changes in our operating assets and liabilities.
Cash provided by operating activities during the year ended January 31, 2024 was $35.0 million, primarily consisting of our net loss of $429.5 million, adjusted for non-cash items of $222.2 million (mainly attributable to stock-based compensation expense of $163.0 million and amortization of deferred contract acquisition costs, net of $43.5 million), and net cash inflows of $242.3 million provided by changes in our operating assets and liabilities.
General and administrative expenses attributed to our variable interest entity, JiHu, were $1.9 million and $10.5 million for fiscal 2024 and 2023 , respectively . See “Note 12.
General and administrative expenses attributed to our variable interest entity, JiHu, were $4.5 million and $1.9 million for fiscal year 2025 and 2024, respectively. See “Note 11.
The following table presents a reconciliation of free cash flow to net cash provided by (used in) operating activities, the most directly comparable financial measure calculated in accordance with GAAP, for the periods presented (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Computation of free cash flow (1) GAAP net cash provided by (used in) operating activities $ 35,040 $ (77,408) $ (49,814) Less: Purchases of property and equipment (1,598) (6,070) (3,541) Non-GAAP free cash flow $ 33,442 $ (83,478) $ (53,355) (1) No income tax payments related to BAPA were recorded during the periods presented.
The following table presents a reconciliation of adjusted free cash flow to net cash provided by (used in) operating activities, the most directly comparable financial measure calculated in accordance with GAAP, for the periods presented (in thousands): Fiscal Year Ended January 31, 2025 2024 2023 Computation of adjusted free cash flow (1) GAAP net cash provided by (used in) operating activities $ (63,971) $ 35,040 $ (77,408) Less: Purchases of property and equipment (3,765) (1,598) (6,070) Add: Income tax payments related to BAPA 187,735 — — Non-GAAP adjusted free cash flow $ 119,999 $ 33,442 $ (83,478) (1) No non-recurring payments related to the formation of JiHu were recorded during the periods presented.
Sales and marketing expenses attributed to our variable interest entity, JiHu, were $7.4 million and $7.7 million for fiscal 2024 and 2023, respectively. See “Note 12.
Sales and marketing expenses attributed to our variable interest entity, JiHu, were $6.3 million and $7.4 million for fiscal year 2025 and 2024, respectively. See “Note 11.
Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details. 73 Table of Contents Research and Development Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Research and development expenses $ 200,840 $ 156,143 $ 44,697 29 % Research and development expenses increased by $44.7 million, to $200.8 million for fiscal 2024 from $156.1 million for fiscal 2023, primarily due to an increase of $32.9 million in personnel-related expenses, driven by an increase in our average research and development headcount and an increase of $14.5 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below).
Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details. 72 Table of Contents Research and Development Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Research and development expenses $ 239,652 $ 200,840 $ 38,812 19 % Research and development expenses increased by $38.8 million, to $239.7 million for fiscal year 2025 from $200.8 million for fiscal year 2024, primarily due to an increase of $34.3 million in personnel-related expenses, driven by an increase in our average research and development headcount and an increase of $7.5 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below).
The following table sets forth the components of our consolidated statements of operations as a percentage of total revenue for each of the periods presented: Fiscal Year Ended January 31, 2024 2023 2022 (as a percentage of total revenue) Revenue 100 % 100 % 100 % Cost of revenue 10 12 12 Gross profit 90 88 88 Operating expenses: Sales and marketing 61 73 76 Research and development 35 37 38 General and administrative 26 28 25 Total operating expenses 122 138 139 Loss from operations (32) (50) (51) Interest income 7 3 — Other income (expense), net (2) 5 (12) Loss before income taxes and loss from equity method investment (28) (41) (63) Loss from equity method investment, net of tax (1) (1) — Provision for (benefit from) income taxes 46 1 (1) Net loss (74) % (43) % (62) % Net loss attributable to noncontrolling interest (1) % (2) % (1) % Net loss attributable to GitLab (73) % (41) % (61) % Comparison of Fiscal Year Ended January 31, 2024 and 2023 Revenue Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Subscription—self-managed and SaaS $ 506,306 $ 369,349 $ 136,957 37 % License—self-managed and other 73,600 54,987 18,613 34 Total revenue $ 579,906 $ 424,336 $ 155,570 37 % Revenue increased $155.6 million, or 37%, to $579.9 million for fiscal 2024 from $424.3 million for fiscal 2023.
The following table sets forth the components of our consolidated statements of operations as a percentage of total revenue for each of the periods presented: Fiscal Year Ended January 31, 2025 2024 2023 Revenue 100 % 100 % 100 % Cost of revenue 11 10 12 Gross profit 89 90 88 Operating expenses: Sales and marketing 51 61 73 Research and development 32 35 37 General and administrative 25 26 28 Total operating expenses 108 122 138 Loss from operations (19) (32) (50) Interest income 6 7 3 Other income (expense), net 1 (2) 5 Loss before income taxes and loss from equity method investment (11) (28) (41) Loss from equity method investment, net of tax — (1) (1) Provision for (benefit from) income taxes (10) 46 1 Net loss (1) % (74) % (43) % Net loss attributable to noncontrolling interest — % (1) % (2) % Net loss attributable to GitLab (1) % (73) % (41) % Comparison of the Fiscal Year Ended January 31, 2025 and 2024 Revenue Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Subscription—self-managed and SaaS $ 675,179 $ 506,306 $ 168,873 33 % License—self-managed and other 84,070 73,600 10,470 14 Total revenue $ 759,249 $ 579,906 $ 179,343 31 % Revenue increased $179.3 million, or 31%, to $759.2 million for fiscal year 2025 from $579.9 million for fiscal year 2024.
As of January 31, 2024 and 2023, our expansion is reflected by our Dollar-Based Net Retention Rate being 130% and above 130%, respectively. We had 72 Table of Contents 955 customers with ARR over $100,000 as of January 31, 2024, increasing from 697 customers with ARR over $100,000 as of January 31, 2023.
As of January 31, 2025 and 2024, our expansion 71 Table of Contents is reflected by our Dollar-Based Net Retention Rate being 123% and 130%, respectively. We had 1,229 customers with ARR over $100,000 as of January 31, 2025, increasin g from 955 customers with ARR over $100,000 as of January 31, 2024.
We believe our judgments and estimates associated with the determination of standalone selling price for each performance obligation in revenue recognition, the accounting for stock-based compensation, and income taxes as it relates to the potential BAPA, which we discuss further below, could have a material impact on our consolidated financial statements. 79 Table of Contents See “Note 2.
We believe our judgments and estimates associated with the determination of standalone selling price for each performance obligation in revenue recognition, which we discuss further below, could have a material impact on our consolidated financial statements. See “Note 2.
General and Administrative Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) General and administrative expenses $ 150,405 $ 117,932 $ 32,473 28 % General and administrative expenses increased by $32.5 million, to $150.4 million for fiscal 2024 from $117.9 million for fiscal 2023, primarily due to an increase of $17.7 million in personnel-related expenses, mainly attributable to an increase in our average general and administrative headcount and an increase of $3.9 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below).
General and Administrative Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) General and administrative expenses $ 192,877 $ 150,405 $ 42,472 28 % General and administrative expenses increased by $42.5 million , to $192.9 million for fiscal year 2025 from $150.4 million for fiscal year 2024 , primarily driven by an increase in expense of $14.3 million related to our in-person company-wide event, $11.0 million in personnel-related expenses, mainly attributable to an increase in our average general and administrative headcount and an increase of $9.6 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below).
See “Note 12. Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details.
Joint Venture and Equity Method Investment ” to our consolidated financial statements for additional details.
Investing Activities Cash used in investing activities during fiscal 2024 was $86.2 million, primarily consisting of $81.7 million in purchases of short-term investments, net of proceeds from maturities, $2.5 million outflow as a result of an escrow payment related to a prior business combination, $1.6 million in purchases of property and equipment, and $0.5 million of other investing activities.
Investing Activities Cash used in investing activities during the year ended January 31, 2025 was $30.5 million, primarily consisting of a $20.2 million payment for a business combination, net of cash acquired, a $7.7 million payment for an asset acquisition, and $3.8 million in purchases of property and equipment, partially offset by $0.7 million in proceeds from maturities, net of purchases of short-term investments. 77 Table of Contents Cash used in investing activities during the year ended January 31, 2024 was $86.2 million, primarily consisting of $81.7 million in purchases of short-term investments, net of proceeds from maturities, $2.5 million outflow as a result of an escrow payment related to a prior business combination, $1.6 million in purchases of property and equipment, and $0.5 million of other investing activities.
We expect our cost of revenue for self-managed and SaaS subscriptions to increase in absolute dollars as our self-managed and SaaS subscription revenue increases.
Personnel-related expenses consist of salaries, benefits, bonuses, and stock-based compensation. We expect our cost of revenue for self-managed and SaaS subscriptions to increase in absolute dollars as our self-managed and SaaS subscription revenue increases.
Stock-based compensation expense attributed to our variable intere st entity, JiHu, was a $1.5 million gain and $7.8 million loss for fiscal 2024 and 2023, respectively. See “Note 12. Joint Venture and Equity Method Investment ” to our consolidated financial statements for additional details.
Stock-based compensation attributed to our variable interest entity, JiHu, was a net expense of $1.8 million and a net gain of $1.5 million for fiscal 2025 and 2024, respectively. See “Note 11. Joint Venture and Equity Method Investment” to our consolidated financial sta tements for additional details.
Sales and Marketing Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Sales and marketing expenses $ 356,393 $ 309,992 $ 46,401 15 % Sales and marketing expenses increased by $46.4 million, to $356.4 million for fiscal 2024 from $310.0 million for fiscal 2023, primarily due to an increase of $39.7 million in personnel-related expenses, driven by an increase in our average sales and marketing headcount, and an increase of $20.8 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below).
Sales and Marketing Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Sales and marketing expenses $ 384,295 $ 356,393 $ 27,902 8 % Sales and marketing expenses increased by $27.9 million, to $384.3 million for fiscal year 2025 from $356.4 million for fiscal year 2024, primarily due to an increase of $28.6 million in personnel-related expenses, driven by an increase in our average sales and marketing headcount and an increase of $4.2 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), partially offset by a $2.7 million decrease in restructuring expense.
Our DevSecOps platform accelerates our customers’ ability to create business value and innovate by reducing their software development cycle times from weeks to minutes – achieving up to 7x faster cycle time. It removes the need for point tools and delivers enhanced operational efficiency by eliminating manual work, increasing productivity, and creating a culture of innovation and velocity.
We believe GitLab offers the shortest path to unlock technology transformation and business value. GitLab accelerates our customers’ ability to innovate by accelerating their software development from weeks to minutes. It removes the need for point tools and delivers enhanced operational efficiency by eliminating manual work, increasing productivity, and creating a culture of innovation and velocity.
These technology leaders need a platform that enables a value stream-driven mindset that shortens the time from idea to customer value and establishes a powerful flywheel for data collection and aggregation.
These technology leaders need a platform that enables a value stream-driven mindset that shortens the time from idea to customer value and establishes a powerful flywheel for data collection and aggregation. They are looking for a platform approach that unifies the entire development experience, so that customers can outpace and out-innovate their competition.
Cost of Revenue Subscription - self-managed and SaaS Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third-party service providers, personnel-related costs associated with our customer support personnel, including contractors, and allocated overhead. Personnel-related expenses consist of salaries, benefits, bonuses, and stock-based compensation.
Accordingly, revenue is recognized upon satisfaction of all contractual requirements. Cost of Revenue Subscription - self-managed and SaaS Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third-party service providers, personnel-related costs associated with our customer support personnel, including contractors, third-party payment processing fees, and allocated overhead.
Accrued interest and penalties were $52.1 million as of January 31, 2024 and $0.2 million as of January 31, 2023. Liquidity and Capital Resources Since inception, we have financed operations primarily through proceeds received from issuances of equity securities, preferred stock and payments received from our customers.
For the years ended January 31, 2025, 2024 and 2023, t he Company recognized interest and penalties of $5.3 million, $56.3 million and $1.3 million, respectively. Liquidity and Capital Resources Since inception, we have financed operations primarily through proceeds received from issuances of equity securities, preferred stock and payments received from our customers.
The remaining change was mainly due to an increase of $3.8 million in cloud infrastructure costs for internal usage, an increase of $2.1 million in software and consulting expenses, and $2.1 million in one-time restructuring costs. Research and development expenses attributed to our variable interest entity, JiHu, were $5.3 million and $6.8 million for fiscal 2024 and 2023, respectively.
The remaining change was mainly due to an increase of $4.1 million in hosting costs for internal usage partially offset by a decrease of $1.7 million in restructuring costs. Research and development expenses attributed to our variable interest entity, JiHu, were $1.8 million and $5.3 million for fiscal year 2025 and 2024, respectively. See “Note 11.
Cost of revenue attributed to our variable interest entity, JiHu, was $2.4 million and $1.7 million for fiscal 2024 and 2023 , respectively. See “Note 12. Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details.
Gross margin decreased by 1% to 89% for fiscal year 2025 compared to fiscal year 2024 . Cost of revenue attributed to our variable interest entity, JiHu, wa s $2.3 million and $2.4 million for fiscal year 2025 and 2024, respectively. See “Note 11. Joint Venture and Equity Method Investment” to our consolidated financial statements for additiona l details.
Other revenue consists of professional services revenue which is derived from fixed fee and time and materials offerings, subject to customer acceptance for fixed fee offerings. Uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract.
Other revenue consists of professional services revenue which is derived from fixed fee and time and materials engagements. Revenue from professional services is recognized as the services are performed and control is transferred. For fixed fee engagements that include acceptance clauses, control is deemed to transfer upon customer confirmation, as defined in the respective contract.
Interest Income, and Other Income (Expense), Net Interest income consists primarily of interest earned on our cash equivalents and short-term inve stments. Other income (expense), net consists primarily of the gain from the deconsolidation of Arch Data Inc.
Interest Income, and Other Income (Expense), Net Interest income consists primarily of interest earned on our cash equivalents and short-term inve stments. Other income (expense), net consists primarily of foreign currency transaction gains and losses.
We make our strategy, direction, and product roadmap available to the wider community, where we encourage and solicit their feedback. By making non-sensitive information public, we create a deeper level of trust with our customers and make it easier to solicit contributions and collaboration from our users and customers.
Our transparent business value also helps us grow the open source community. We make our strategy, direction, and product roadmap available to the wider community in order to encourage and solicit their feedback. Through responsible transparency, we create a deeper level of trust with our customers and make it easier to solicit contributions and collaboration from our users and customers.
Cost of Revenue, Gross Profit, and Gross Margin Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Cost of revenue $ 59,708 $ 51,680 $ 8,028 16 % Gross profit 520,198 372,656 147,542 40 Gross margin 90 % 88 % 2 % Cost of revenue increased by $8.0 million, to $59.7 million for fiscal 2024 from $51.7 million for fiscal 2023, primarily due to an increase of $3.4 million in personnel-related expenses, driven by an increase in our average customer support and professional services headcount and an increase of $1.3 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below).
Cost of Revenue, Gross Profit, and Gross Margin Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Cost of revenue $ 85,140 $ 59,708 $ 25,432 43 % Gross profit 674,109 520,198 153,911 30 Gross margin 89 % 90 % (1) % Cost of revenue increased by $25.4 million, to $85.1 million for fiscal year 2025 from $59.7 million for fiscal year 2024, primarily due to an increase of $7.9 million in third party hosting costs for SaaS and cloud usage, an increase of $6.9 million in personnel-related expenses, driven by an increase in our average customer support and professional services headcount and an increase of $1.5 million in stock-based compensation expenses (as discussed in the section titled “Stock-Based Compensation Expense” below), and $6.1 million in the amortization of intangible assets.
In calendar year 2023, nearly 700 people contributed more than 2,100 merge requests back to the core product, extending GitLab’s in-house R&D efforts and empowering our most passionate users to make improvements to the DevOps tool they use every day.
In calendar year 2024, nearly 900 people contributed more than 3,000 merge requests back to the core product, extending GitLab’s in-house R&D efforts and empowering our most passionate users to make improvements to the DevSecOps solution they use every day. Our open-core approach engenders trust with our customers and enables us to maintain our high velocity of innovation.
Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details. 74 Table of Contents Stock-Based Compensation Expense Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Cost of revenue $ 6,400 $ 5,078 $ 1,322 26 % Sales and marketing 68,766 48,001 20,765 43 Research and development 50,804 36,325 14,479 40 General and administrative 37,079 33,163 3,916 12 Total stock-based compensation expense $ 163,049 $ 122,567 $ 40,482 33 % Stock-based compensation expense increased by $40.5 million, to $163.0 million for fiscal 2024 from $122.6 million for fiscal 2023, primarily due to a n increase of $56.0 million of expense from RSUs, offset by a decrease of $6.6 million related to our ESPP and a decrease of $9.2 million in the stock-based compensation of our variable interest entity.
Joint Venture and Equity Method Investment” to our consolidated financial statements for additional details. 73 Table of Contents Stock-Based Compensation Expense Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Cost of revenue $ 7,922 $ 6,400 $ 1,522 24 % Sales and marketing 72,954 68,766 4,188 6 Research and development 58,312 50,804 7,508 15 General and administrative 46,711 37,079 9,632 26 Total stock-based compensation expense $ 185,899 $ 163,049 $ 22,850 14 % Stock-based compensation expense increased by $22.9 million, to $185.9 million for fiscal year 2025 from $163.0 million f or fiscal year 2024 , primarily due to an increase of $39.6 million of expense from RSUs, offset by decreases of $4.2 million for grant modifications, $7.3 million related to our ESPP, and $5.7 million related to stock options.
The unrecognized tax benefit represents our best estimate of the tax expense associated with the proposed agreements and their related effects. As of January 31, 2024 , our U.S. federal 2018 through 2022 tax years were open and the results from such tax years remained subject to potential examination in one or more jurisdictions.
As of January 31, 2025 , our U.S. federal 2018 through 2024 tax years were open and subject to potential examination in one or more jurisdictions.
The main drivers of the changes in operating assets and liabilities were the decrease in accrued compensation and related expenses of $11.7 million, the increase in deferred contract acquisition costs of $48.6 million, and the increase in accounts receivable of $54.2 million, partially offset by the increase in deferred revenue of $73.0 million.
The main drivers of the changes in operating assets and liabilities were the increase of accounts receivable of $99.6 million, the increase in deferred contract acquisition costs of $58.1 million, the decrease in accrued expenses and other liabilities of $253.4 million (mainly attributable to $187.7 million for the BAPA payment), and the decrease in other non-current liabilities of $7.8 million, partially offset by the decrease in prepaid expenses and other current assets of $8.4 million, the increase in accrued compensation and related expenses of $4.7 million, and the increase in deferred revenue of $108.7 million.
Cash used in operating activities during fiscal 2023 was $77.4 million, primarily consisting of our net loss of $180.7 million, adjusted for non-cash items of $148.1 million (mainly attributable to stock-based compensation expense of $122.6 million), and net cash outflows of $44.9 million used by changes in our operating assets and liabilities.
Cash used in operating activities during the year ended January 31, 2025 was $64.0 million, primarily consisting of our net loss of $9.1 million, adjusted for non-cash items of $236.8 million (mainly attributable to stock-based compensation expense of $185.9 million and amortization of deferred contract acquisition costs, net of $49.7 million), and net cash outflows of $291.7 million used in changes of our operating assets and liabilities.
Cash provided by financing activities during fiscal 2023 was $97.5 million, primarily attributable to $61.7 million of contributions received from noncontrolling interests, $24.5 million of proceeds from the issuance of common stock upon stock options exercises, and $14.4 million of proceeds from the issuance of common stock under our ESPP, offset by the partial settlement of acquisition related contingent consideration of $3.1 million.
Financing Activities Cash provided by financing activities during the year ended January 31, 2025 was $32.6 million, attributable to $24.0 million proceeds from the issuance of common stock upon stock options exercises, and $13.6 million of proceeds from the issuance of common stock under the ESPP, partially offset by $4.9 million for the settlement of acquisition related contingent cash consideration.
For our SaaS offering, the platform is managed by GitLab and hosted either in our public cloud or in our private cloud based on the customer’s preference. Key Business Metrics We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.
Key Business Metrics We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.
The following table shows a summary of our cash flows for the periods presented: Fiscal Year Ended January 31, 2024 2023 2022 (in thousands) Net cash provided by (used in) operating activities $ 35,040 $ (77,408) $ (49,814) Net cash used in investing activities $ (86,238) $ (605,686) $ (53,895) Net cash provided by financing activities $ 45,235 $ 97,482 $ 701,185 Operating Activities Our largest source of operating cash is payments received from our customers.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operating results, and financial condition. 76 Table of Contents The following table shows a summary of our cash flows for the periods presented: Fiscal Year Ended January 31, 2025 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ (63,971) $ 35,040 $ (77,408) Net cash used in investing activities $ (30,494) $ (86,238) $ (605,686) Net cash provided by financing activities $ 32,620 $ 45,235 $ 97,482 Operating Activities Our largest source of operating cash is payments received from our customers.
Interest Income and Other Income (Expense), Net Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Interest income $ 39,114 $ 14,496 $ 24,618 170 % Gain from deconsolidation of Arch, formerly Meltano $ — $ 17,798 $ (17,798) 100 % Impairment loss of equity method investment in Arch, formerly Meltano (8,858) — (8,858) 100 Foreign exchange gains (losses), net (3,157) 4,364 (7,521) (172) Other income (expense), net 189 (577) 766 (133) Total other income (expense), net $ (11,826) $ 21,585 $ (33,411) (155) % For fiscal 2024 compared to fiscal 2023 , interest income increased primarily due to income earned from our cash equivalents and short-term investments as a result of investing the proceeds from our initial public offering, or IPO, into marketable securities as well as higher interest rates during fiscal 2024 compared to fiscal 2023 .
Interest Income and Other Income (Expense), Net Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Interest income $ 47,735 $ 39,114 $ 8,621 22 % Impairment loss of equity method investment in Arch, formerly Meltano — (8,858) 8,858 100 Foreign exchange gains (losses), net 9,416 (2,871) 12,287 (428) Other expense, net (229) (512) 283 (55) Total other income (expense), net $ 9,187 $ (12,241) $ 21,428 (175) % For fiscal year 2025 compared to fiscal year 2024, interest income increased primarily due to income earned from our cash equivalents and short-term investments as a result of higher interest rates during fiscal year 2025 compared to fiscal year 2024.
Provision for Income Taxes Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Provision for income taxes $ 264,057 $ 2,898 $ 261,159 9011.7% Effective tax rate (164.9) % (1.7) % (163.2)% Our tax expense increased by approximately $261.2 million for fiscal 2024 as compared to fiscal 2023 .
Provision for (Benefit from) Income Taxes Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Provision for (benefit from) income taxes $ (76,674) $ 265,145 $ (341,819) (128.9)% Effective tax rate 89.4 % (165.1) % 254.5% Our effective tax rate increased by approximately 254.5% for fiscal year 2025 as compared to fiscal year 2024.
The higher tax expense was primarily due to the tax effects of the bilateral advance pricing agreement negotiations (“BAPA”) between the United States and Dutch taxing authorities, and the Company's foreign and domestic operations.
Our effective tax rate for the year ended January 31, 2025 was higher than the U.S. federal statutory tax rate of 21%, primarily due to the tax effects of the BAPA negotiations between the United States and Dutch tax authorities, and the Company’s foreign and domestic operations.
See the section entitled “ Key Business Metrics—Dollar-Based Net Retention Rate and ARR” below for additional information about how we define ARR. We make our plans available through our self-managed and software-as-a-service (SaaS) offering. For our self-managed offering, the customer installs GitLab in their own on-premise or hybrid cloud environment.
We also offer GitLab Dedicated, our single tenant SaaS solution, ideally suited for organizations with complex security and compliance requirements. See the section entitled “ Key Business Metrics—Dollar-Based Net Retention Rate and ARR” below for additional information about how we define ARR.
With GitLab, they can build better, more secure software, faster. GitLab is the solution to significant business transformation needs.
GitLab is the solution for significant business transformation needs.
We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. As of January 31, 2024, unrecognized tax benefits were $396.8 million , of which $207.8 million would affect the effective tax rate if recognized.
We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
Cash used in investing activities during fiscal 2023 was $605.7 million, primarily consisting of $590.0 million in purchases of short-term investments, net of proceeds from maturities, $9.6 million cash outflow as a result of a deconsolidation of an erstwhile subsidiary, and $6.1 million in purchases of property and equipment. 78 Table of Contents Financing Activities Cash provided by financing activities during fiscal 2024 was $45.2 million, attributable to $32.3 million of proceeds from the issuance of common stock upon stock options exercises, and $12.9 million of proceeds from the issuance of common stock under the employee stock purchase plan.
Cash provided by financing activities during the year ended January 31, 2024 was $45.2 million, attributable to $32.3 million of proceeds from the issuance of common stock upon stock options exercises, and $12.9 million of proceeds from the issuance of common stock under the ESPP.
To meet these market needs, GitLab pioneered The DevSecOps Platform, a fundamentally new approach to software development and delivery.
To meet these market needs, GitLab created the DevSecOps platform, a fundamentally new approach to software development and delivery. Built with a unified data model, our platform brings together all stakeholders in the software delivery lifecycle – from development teams to operations teams to security teams. With GitLab, all stakeholders can build better, more secure software, faster.
As of January 31, 2023, unrecognized tax benefits approximated $7.5 million , of which $0.5 million would affect the effective tax rate if recognized. It is our policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.
As of January 31, 2025, unrecognized tax benefits were $25.6 million, of which $9.5 million would affect the effective tax rate if recognized. As of January 31, 2024 , the unrecognized tax benefits were $402.7 million, of which $213.7 million would affect the effective tax rate if recognized.
The remaining change in other income (expense), net is mainly due to currency exchange gains and losses. 75 Table of Contents Loss from Equity Method Investment, Net of Tax Fiscal Year Ended January 31, Change 2024 2023 $ % (in thousands, except percentages) Loss from equity method investment, net of tax $ (3,824) $ (2,468) $ (1,356) 55 % Loss from equity method investment, net of tax consists of our share of losses from the results of operations of Arch, formerly Meltano.
The increase in foreign exchange gains is primarily related to the revaluation of non-functional currency denominated monetary assets and liabilities, and realized foreign exchange gain upon the payment of the BAPA tax assessment in fiscal year 2025. 74 Table of Contents Loss from Equity Method Investment, Net of Tax Fiscal Year Ended January 31, Change 2025 2024 $ % (in thousands, except percentages) Loss from equity method investment, net of tax $ — $ (3,824) $ 3,824 (100) % We recorded an impairment charge of $8.9 million in other income (expense), net in the consolidated statement of operations during the year ended January 31, 2024 which reduced the equity method investment value to zero as of January 31, 2024 .
Removed
Our platform is uniquely built as a single application with native artificial intelligence, or AI, assisted workflows, and a single interface with a unified data model, enabling all stakeholders in the software delivery lifecycle – from development teams to operations teams to security teams – to work together in a single tool with a single workflow.
Added
GitLab offers a flexible deployment model for our customers. For our self-managed offering, the customer installs GitLab in their own on-premise or hybrid cloud environment. For our SaaS offering, the platform is managed by GitLab and hosted either in our public cloud or in our private cloud based on the customer’s preference.
Removed
And they are looking for a platform approach that unifies the entire development experience, so that customers can be faster than their competition in moving from idea to customer value. We believe GitLab is the shortest path to unlocking business and technology transformation results.
Added
Other factors contributing to the increase included $3.9 million from an accrual for indirect taxes on certain international sales, $3.8 million from a loss attributable to the fair value remeasurement of acquisition related contingent consideration, $2.4 million in consulting expenses, $1.7M in acquisition related expenses and $1.1 million in charitable donation of common stock.
Removed
Our open-core approach has enabled us to build trust with our customers and maintain our high velocity of innovation so that we can rapidly create the most comprehensive DevSecOps platform. GitLab largely exists today thanks to the vast and growing community of open source contributors worldwide. We actively work to grow open source community engagement by operating with transparency.
Added
The increase in other income (expense), net is mainly due the increase in interest income, an increase in foreign exchange gains and impairment loss of equity method investment in fiscal year 2024.
Removed
Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.
Added
As a result there is no loss from equity method investment f or fiscal year 2025.
Removed
(“Arch”), formerly Meltano Inc. in fiscal 2023 and impairment loss of equity method investment in Arch in fiscal 2024, as well as foreign currency transaction gains and losses.

… 42 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−1 removed5 unchanged
Biggest changeOur fixed-income portfolio is subject to fluctuations in interest rates, which could affect our results of operations. Based on our investment portfolio balance as of January 31, 2024, a hypothetical increase or decrease in interest rates of 1% (100 basis points) would result in a decrease or an increase in the fair value of our portfolio of approximately $4.3 million.
Biggest changeBased on our investment portfolio balance as of January 31, 2025, a hypothetical increase or decrease in interest rates of 1% (100 basis points) would result in a decrease or an increase in the fair value of our portfolio of approximately $4.7 million. Such losses would only be realized if we sell the investments prior to maturity.
The value of these cash balances may materially c hange along with the weakness or strength of the U.S. dollar. As of January 31, 2024, a hypothetical 10% change in foreign currency exchange rates would have a material impact on our consolidated financial statements.
The value of these cash balances may materially c hange along with the weakness or strength of the U.S. dollar. As of January 31, 2025, a hypothetical 10% change in foreign currency exchange rates would have a material impact on our consolidated financial statements.
We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. 82 Table of Contents
We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. 81 Table of Contents
In the event our foreign currency denominated assets, liabilities, or expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. Moreover, as of January 31, 2024, we have $35.2 million of cash and cash equivalents denominated in currencies other than the U.S. dollar.
In the event our foreign currency denominated assets, liabilities, or expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. Moreover, as of January 31, 2025, we have $59.9 million of cash and cash equivalents denominated in currencies other than the U.S. dollar.
Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk As of January 31, 2024 and January 31, 2023, we had $1.0 billion and $936.7 million of cash, cash equivalents, and short-term investments, respectively.
Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk As of January 31, 2025 and January 31, 2024, we h ad $992.4 million and $1.0 billion of cash, cash equivalents, and short-term investments, respectively.
As of January 31, 2024 and 2023, our cash equivalents and short-term investments of $955.3 million and $704.3 million mainly consist of money market funds, treasuries, corporate debt securities and commercial paper, respectively. Our cash, cash equivalents, and short-term investments are held for working capital and strategic investment purposes. We do not enter into investments for trading or speculative purposes.
As of January 31, 2025 and January 31, 2024, our cash equivalents and short-term investments of $898.3 million and $955.3 million, respectively, mainly consist of money market funds, treasuries, corporate debt securities and commercial paper. Our cash, cash equivalents, and short-term investments are held for working capital and strategic investment purposes.
Foreign Currency Exchange Risk To date, all of our sales contracts have been denominated in U.S. dollars, except for our variable interest entity, JiHu, which sells in local currency in its designated area. Our revenue is not subject to a material foreign currency risk.
The weighted-average life of our investment portfolio was approximately 6 months as of January 31, 2025. Foreign Currency Exchange Risk To date, all of our sales contracts have been denominated in U.S. dollars, except for our variable interest entity, JiHu, which sells in local currency in its designated area. Our revenue is not subject to a material foreign currency risk.
Removed
Such losses would only be realized if we sell the investments prior to maturity. The weighted-average life of our investment portfolio was approximately 5 months as of January 31, 2024.
Added
We do not enter into investments for trading or speculative purposes. Our fixed-income portfolio is subject to fluctuations in interest rates, which could affect our results of operations.

Other GTLB 10-K year-over-year comparisons