DEF 14A of Gitlab Inc., May 1, 2026

DEF 14A of Gitlab Inc.

Filed May 1, 2026 · FY20260001653482-26-000085

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of nine directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders held in 2027 and 2028, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the two Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

  2. Nominees to Our Board of Directors

    Nominees to Our Board of Directors The nominees and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  3. Nominees to Our Board of Directors

    | Name of Director/Nominee | Age | Position | Director Since | | Karen Blasing (1) | 69 | Director | August 2019 | | Godfrey Sullivan (2) | 72 | Director | January 2020 |

  4. Nominees to Our Board of Directors

    (1)Member of the audit committee. (2)Lead Independent Director, member of the nominating and corporate governance committee, and member of the compensation and leadership development committee. Mr. Sullivan was appointed to the compensation and leadership development committee effective April 15, 2026. Karen Blasing has served as a member of our board of directors since August 2019. Ms. Blasing served as Chief Financial Officer of Guidewire Software, Inc., a back-end systems software company, from July 2009 to March 2015. Ms. Blasing has served as a member of the board of directors of AutoDesk, Inc., a 3D design software company, since March 2018, and Zscaler, Inc., a cloud-based information security company, since January 2017. Ms. Blasing also served as a member of the board of directors of Ellie Mae, Inc. from June 2015 to April 2019. Ms. Blasing earned a B.A. in Economics and Business Administration from the University of Montana and an M.B.A. from the University of Washington. We believe that Ms. Blasing is qualified to serve as a member of our board of directors because of her extensive executive leadership, technology industry, finance, and public company directorship experience. Godfrey Sullivan has served as a member of our board of directors since January 2020 and as our lead independent director since March 2021. Mr. Sullivan served as President and CEO of Splunk Inc., an operational intelligence software company, from 2008 to November 2015. Prior to that, Mr. Sullivan served as President and CEO of Hyperion Solutions, LLC, a business performance management software company, from October 2001 to June 2007. Prior to joining Hyperion Solutions, LLC, Mr. Sullivan served in roles of increasing responsibility from August 1992 to June 2000 at Autodesk, Inc., a 3D design software company. Prior to joining Autodesk, Inc., Mr. Sullivan served in roles of increasing responsibility from 1985 to 1992 at Apple, Inc., a multinational technology company. Mr. Sullivan has served as a member of the board of directors of CrowdStrike, Inc., a cybersecurity technology company, since November 2017. Mr. Sullivan previously served as a member of the board of directors of Marqeta, Inc., a modern card issuing company, from May 2021 to June 2025, Splunk Inc., an operational intelligence platform company, from 2008 to March 2019, RingCentral, Inc., a provider of cloud-based communications and collaboration solutions, from April 2019 to March 2021, Informatica Corporation, a data integration software provider, from 2008 to 2013, and Citrix Systems Inc., an enterprise software company, from February 2005 to June 2018. Mr. Sullivan earned a B.B.A. in Real Estate and Economics from Baylor University. We believe that Mr. Sullivan is qualified to serve as a member of our board of directors because of his experience in executive leadership and as a director of public companies.

  5. Continuing Directors

    Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and length of service on our board of directors as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  6. Continuing Directors

    | Name of Director | Age | Position | Director Since | | Class III Directors: William Staples | 53 | Director | December 2024 | | Sundeep Bedi (1) | 52 | Director | August 2021 | | Sue Bostrom (2) | 65 | Director | April 2019 | | Class I Directors: Sytse Sijbrandij | 46 | Director | September 2014 | | Matthew Jacobson (3) | 42 | Director | August 2018 | | David Henshall (4) | 57 | Director | March 2025 |

  7. Continuing Directors

    (1)Member of the audit committee. (2)Chair of the compensation and leadership development committee and member of the nominating and corporate governance committee. (3)Chair of the nominating and corporate governance committee and member of the compensation and leadership development committee (4)Chair of the audit committee. William Staples has served as our Chief Executive Officer since December 2024. Before joining GitLab, Mr. Staples served as the Chief Executive Officer and as a member of the Board of New Relic, Inc. (“New Relic”) from July 2021 to December 2023. Prior, he served as New Relic’s President and Chief Product Officer from January 2021 to July 2021. From September 2017 to January 2020, Mr. Staples served as the Vice President of Experience Cloud Engineering at Adobe Inc., where he led the global engineering team behind Adobe Inc.’s market-leading Experience Cloud. From 1999 to March 2016, Mr. Staples served in various product, design and engineering roles at Microsoft Corporation, and most recently as Vice President of Azure Application Platform. He holds a B.S. from the University of Utah. We believe that Mr. Staples is qualified to serve as a member of our board of directors because of his extensive experience as a product executive in the technology industry and his understanding of our business strategies and objectives as our chief executive officer. Sundeep Bedi has served as a member of our board of directors since August 2021. Mr. Bedi has been the Founder and Chief Executive Officer of Whirl AI, Inc. since July 2025. Mr. Bedi served as Chief Information Officer and Chief Development Officer of Snowflake Inc. from January 2020 to March 2025. Previously, Mr. Bedi served in positions of increasing responsibility at Nvidia Corp. from February 2008 through January 2020, and as Vice President of Global IT. Mr. Bedi earned a B.S. in Biology from the University of San Francisco and an M.B.A. from the University of San Francisco. We believe Mr. Bedi is qualified to serve as a member of our board of directors because of his technical expertise and leadership experience in the technology industry. Sue Bostrom has served as a member of our board of directors since April 2019. Ms. Bostrom served as Executive Vice President and Chief Marketing Officer at Cisco Systems, Inc., a technology services and products company, where she was an executive from 1997 to 2011. Ms. Bostrom has served as a member of the board of directors of Webflow, a visual web development platform, since June 2025, Samsara, a cloud operations platform company, since March 2021, Outreach, a sales engagement platform company, since March 2020, and ServiceNow, Inc., a cloud-based solutions software company, since July 2014. Ms. Bostrom served as a member of the board of directors of SingleStore, a software as a service company, from October 2022 to October 2025, Anaplan, Inc., a business planning software platform company, from September 2017 to June 2022, Nutanix, Inc., a virtualized datacenter platform company, from October 2017 to March 2022, Cadence Design Systems, a computational software company, from February 2011 to May 2021, and Varian Medical Systems, a radiation oncology treatments and software company, from February 2005 to February 2019. Ms. Bostrom earned a B.S. in Business from the University of Illinois and an M.B.A. from Stanford University. We believe that Ms. Bostrom is qualified to serve as a member of our board of directors because of her experience in executive leadership, compensation committees, and as a director of public companies. Sytse Sijbrandij is our co-founder and served as our Chief Executive Officer until December 2024 and has been a member of our board of directors since September 2014, as Chair of our board of directors since March 2021 (Executive Chair since December 2024). Mr. Sijbrandij is also the Sole Member of Kilo Code Inc. From January 2008 to August 2012, Mr. Sijbrandij served as a founder at Comcoaster, a software company. From August 2009 to January 2012, Mr. Sijbrandij also served as a part-time Software Architect at Ministerie van Justitie, the Dutch Ministry of Safety & Justice. From November 2003 to December 2007, Mr. Sijbrandij was the Operational Director at U-Boat Worx B.V., a recreational submersible company. Mr. Sijbrandij earned a B.S. and M.Sc. from the University of Twente in Management Science. We believe Mr. Sijbrandij is qualified to serve as a member of our board of directors because of the historical knowledge, operational expertise, leadership, and continuity that he brings to our board of directors as our co-founder and former Chief Executive Officer. Matthew Jacobson has served as a member of our board of directors since August 2018. Mr. Jacobson has served as a Partner at ICONIQ, an investment and venture capital firm, where he has worked since September 2013. Mr. Jacobson serves on the board of directors of Datadog, Inc., a monitoring and data analytics company, since July 2019, and served on the board of directors of Braze, Inc., a customer engagement platform company, from July 2017 to April 2023, and Sprinklr, Inc., an enterprise software company, from December 2014 to December 2022. Additionally, Mr. Jacobson serves as chairman of the board of directors for Collibra NV and currently serves on the boards of a number of private technology companies, including BambooHR LLC, Braintrust Data, Inc., RealtimeBoard Inc. dba Miro, Collibra NV, Standard Template Labs, Inc., and Relativity ODA LLC. Mr. Jacobson previously served on the board of directors of Omni Analytics in 2025, Twistlock Inc. from July 2018 to July 2019, and as a shareholder representative for Adyen NV from September 2015 to June 2018. Prior to ICONIQ, Mr. Jacobson held operating roles at Groupon and investing roles at Battery Ventures and Technology Crossover Ventures. He began his career as an investment banker at Lehman Brothers. Mr. Jacobson earned a B.S. in Finance and Management from The Wharton School of the University of Pennsylvania. We believe that Mr. Jacobson is qualified to serve as a member of our board of directors because of his executive leadership experience and extensive experience with the venture capital and technology industries. David Henshall has served as a member of our board of directors since March 2025. Mr. Henshall served as President and Chief Executive Officer and as a member of the board of directors of Citrix Systems, Inc., or Citrix, from July 2017 to October 2021. Prior to this role, he served in various other roles at Citrix, including Chief Financial Officer and Chief Operating Officer, among others, beginning in April 2003. Mr. Henshall currently serves on the board of directors at Presidio, Inc., an adaptive cloud services company, Blackline Systems, Inc., a cloud-based services company for financial close process management, and Feedzai an AI-native fraud prevention solutions company. Mr. Henshall holds a B.S. in Business Administration from the University of Arizona and an M.B.A. from Santa Clara University. We believe that Mr. Henshall is qualified to serve as a member of our board of directors because of his experience in executive leadership, technology industries, finance, and as a director of public companies. There are no family relationships among our directors and executive officers.

  8. Director Compensation

    Director Compensation The following table provides information for the fiscal year ended January 31, 2026 regarding all compensation awarded to, earned by or paid to each person who served as a director for some portion or all of fiscal year 2026. Mr. Staples is not included in the table below as he is a team member and receives no compensation for his service as a director. The compensation received by Mr. Staples as our Chief Executive Officer is shown in the “Executive Compensation—Summary Compensation Table” below.

  9. Director Compensation

    | Name | | Fees Earned or Paid in Cash ($) (1) | | Stock Awards ($) (2) (3) | | Total ($) | | Sundeep Bedi | $45,000 | | $199,969 | | $244,969 | | | Karen Blasing | $51,522 | | $199,969 | | $251,491 | | | Sue Bostrom | $59,000 | | $199,969 | | $258,969 | | | David Henshall | $44,686 | | $504,731 | | $549,418 | | | Matthew Jacobson (4) | — | | — | | — | | | Merline Saintil (5) | $42,500 | | $199,969 | | $242,469 | | | Sytse Sijbrandij | $0 | | $0 | | $0 | | | Godfrey Sullivan | $59,843 | | $199,969 | | $259,812 | |

  10. Director Compensation

    (1)The amounts reported in this column represent amounts paid pursuant to our non-employee director compensation policy as outlined below. (2)The amounts reported in this column represent the aggregate grant date value of equity awards made to directors in the fiscal year ended January 31, 2026 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (”ASC 718”). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock. (3)The table below sets forth information regarding (i) the aggregate number of unvested shares of our Class A common stock underlying RSU awards, and (ii) the aggregate number of shares of our Class A common stock underlying outstanding stock options which have not been exercised, in each case held by each non-employee director as of January 31, 2026. Each of the option awards listed below has the following vesting schedule: 25% of the total number of options vest on the one year anniversary of the grant date and 1/48th of the total number of options vest monthly thereafter, subject to continued service through the applicable vesting date. (4)Mr. Jacobson has waived any compensation payable under our non-employee director compensation policy described below. (5)Ms. Saintil resigned from our board of directors effective April 15, 2026.

  11. Director Compensation

    | Name | Number of Shares Underlying Unvested Restricted Stock Units Held at Fiscal Year End | Number of Shares Underlying Outstanding Options Held at Fiscal Year End | | Sundeep Bedi | 4,906 | 27,000 | | Karen Blasing | 4,906 | — | | Sue Bostrom | 4,906 | — | | David Henshall | 9,350 | — | | Matthew Jacobson | — | — | | Merline Saintil (1) | 4,906 | 70,000 | | Sytse Sijbrandij | — | 1,500,000 (2) | | Godfrey Sullivan | 4,906 | — |

  12. Director Compensation

    (1) Ms. Saintil resigned from our board of directors effective April 15, 2026. (2) 100,000 shares of our Class B common stock (or 100,000 shares of our Class A common stock upon the holder’s election to convert such shares of Class B common stock to shares of Class A common stock) underlying this option award were unvested as of January 31, 2026.

  13. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Our board of directors approved the following cash and equity compensation for our non-employee directors.

  14. Executive Summary

    Executive Summary 2026 Business Highlights We are an intelligent orchestration platform for DevSecOps, where software teams and their Artificial Intelligence (“AI”) agents stay in flow to ship software faster. Built with a unified data model, our platform brings together development, operations, Information Technology (“IT”), security, and business teams across the entire software development lifecycle to deliver better, more secure software, faster. During fiscal year 2026, we made significant progress on our business goals, with strong results across all our key operating metrics, including the following achievements that impacted executive compensation: ●Total revenue was $955.2 million, representing 26% year-over-year growth; ●GAAP operating margin was (7)% compared to (19)% in fiscal year 2025; Non-GAAP operating margin was 17% compared to 10% in fiscal year 2025; ●Customers with more than $5,000 of annual recurring revenue (“ARR”) reached 10,682, an increase of 8% year-over-year; ●Customers with more than $100,000 of ARR reached 1,456, an increase of 18% year-over-year; ●Customers with more than $1,000,000 of ARR reached 155, up 26% from the fourth quarter of fiscal year 2025; and ●Dollar-Based Net Retention Rate was 118% as of the end of fiscal year 2026. The goal of our compensation programs is to ensure that the interests of our team members, including our NEOs, are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to each of our NEOs is fair, reasonable, and competitive. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our NEOs with the achievement of long-term business objectives and financial performance as well as our core values. Further, a majority of total direct compensation for our NEOs is awarded in the form of at-risk cash annual incentives and long-term vesting equity awards including a mix of RSUs and performance stock units (“PSUs”). A Note on Non-GAAP Measures & Key Operating Metrics As further described below, our executives’ performance is, in part, measured and rewarded based on GitLab’s achievement of certain non-GAAP financial measures and operating metrics: Net Annual Recurring Revenue (“Net ARR”), non-GAAP Operating Income (“NGOI”) (which we also refer to as loss from operations on a non-GAAP basis), and Run Rate Revenue. Net ARR is the change in ARR from one period to another on a bookings basis, which is measured by opportunity close date. We define annual recurring revenue as the annual run-rate revenue of subscription agreements, including our self-managed and SaaS offerings but excluding professional services, from all customers as measured on the last day of a given month. We calculate ARR by taking the monthly recurring revenue (“MRR”) and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month, monthly revenue from committed contractual amounts of subscriptions, including our self-managed license, self-managed subscription, and SaaS subscription offerings but excluding professional services. We define NGOI by starting with GAAP operating income (loss) and then adding back several categories of expenses that we consider non-indicative of our ongoing operations. Specifically, we define non-GAAP financial measures as GAAP measures excluding items such as: stock-based compensation expense, amortization of acquired intangible assets, foreign exchange (gain) loss, equity method investment loss and impairment, acquisition-related expenses, charitable donation of common stock, restructuring charges, non-recurring income tax adjustments, and other expenses that we believe are not indicative of its ongoing operations. We define “run-rate revenue” as the sum of the most recent three months of revenue at the end of each quarter multiplied by 4. A reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, is provided in “Appendix A—Reconciliation of Non-GAAP Measures”. 2026 Compensation Highlights Our fiscal year 2026 compensation plans and payouts for our NEOs reflect our overarching philosophy of pay-for-performance. Highlights of our compensation program include: ●Competitive salary increases: Salary increases were targeted to align with the competitive range of our public company peers. ●Rigorous annual incentive goals: Our NEOs were eligible to earn cash annual incentives based on our level of achievement of Net ARR and NGOI margin. Based on our actual performance and eligible earnings, each eligible NEO earned a bonus equal to approximately 75% of their respective target. ●Time and Performance-Based Long-Term Equity Awards: Long-term incentives in the form of equity awards are a key component of our NEOs compensation. In fiscal year 2026, the CLDC granted executive annual equity awards consisting of PSUs and RSUs. This introduction of PSUs as a component of annual long-term incentives reflects the CLDC's commitment to linking executive compensation directly to company financial performance and long-term stockholder value, while also supporting the retention of key leadership talent. PSUs granted in fiscal year 2026 represented 40% of the target long-term incentive value granted to eligible NEOs and were eligible to be earned based on our level of achievement of Net ARR growth and NGOI targets. Our actual achievement for the fiscal year fell below the thresholds required to earn a payout, resulting in the forfeiture of PSUs granted in fiscal year 2026. ●CEO Compensation: Mr. Staples was not eligible for a base salary adjustment or annual long-term incentive award due to the timing of his start date as our Chief Executive Officer in December 2024. During fiscal year 2026, Mr. Staples was eligible to earn a portion of this new hire long-term incentive award that was tied to our level of achievement of Net ARR growth and NGOI targets. Our actual achievement for the fiscal year fell below the threshold required to earn a payout, resulting in the forfeiture of PSUs tied to fiscal year 2026 performance. Mr. Staples’ fiscal year 2026 realized compensation of approximately $5.1 million was below the peer group competitive range, driven by PSU outcomes and stock price performance, underscoring the pay-for-performance alignment of our performance programs. ●Benefits and stock purchase plan: We offer competitive employee benefit plans, including health, welfare and retirement benefits, and an opportunity for team members to participate in an employee stock purchase program. Compensation Philosophy and Objectives Our mission is to empower customers to deliver secure software, faster. Our compensation programs are designed to support our mission by providing competitive and transparent compensation that: ●supports our ability to recruit, retain, and motivate top talent; ●aligns the interests of our executives with those of our stockholders; ●reinforces a strong pay-for-performance culture; and ●balances short- and long-term corporate goals and strategies. We seek to achieve these objectives by providing executive talent with compensation that is competitive with the practices of companies in our peer group and marketplace, with individual pay decisions approved in the context of both the company’s and individual performance. We are committed to iteration and transparency, and we welcome contributions from our team members and stakeholders as we strive to maintain a fair and equitable compensation program that supports our long-term growth and success. In addition, the CLDC seeks to ensure that we maintain sound governance in setting our compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices.

  15. Executive Summary

    | What we do | What we don’t do | | ●A significant portion of our executive compensation program is contingent upon company performance measures that are disclosed to our stockholders ●Prior to making executive compensation decisions, we review peer company compensation data ●Our NEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members ●We ensure that short-term cash incentives and any PSU awards we may grant cap maximum payouts ●Our CLDC retains the services of Compensia as an independent consultant to advise the CLDC on compensation matters related to our executive and director compensation programs; Compensia does not perform any other services for GitLab | ●We do not provide tax gross-ups related to change in control ●NEOs may not directly or indirectly pledge GitLab’s common stock as collateral for any obligation without approval ●NEOs may not directly or indirectly engage in transactions intended to hedge or offset the market value of GitLab’s common stock owned directly or indirectly ●We do not provide guaranteed compensation increases or bonuses to any of our NEOs |

  16. Executive Compensation Program Design

    Executive Compensation Program Design Our CLDC believes that our executive compensation programs should be tied to our overall performance and aligned with our core values. Our CLDC evaluates our compensation philosophy and executive compensation programs annually, confirming that our programs (i) remain competitive relative to our market and peer group for attracting and retaining executive talent and (ii) align with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our NEOs with the achievement of long-term business objectives and financial performance that drives sustained stockholder value. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of total direct compensation for our NEOs is awarded in the form of at-risk cash annual incentives and long-term vesting equity awards. In addition, our compensation program includes competitive base salaries and standard health and welfare benefits that are generally available to our other team members, including medical, dental, vision, life, and disability insurance and 401(k) plans. To assess the competitiveness of our total direct compensation, the CLDC also considers the total direct compensation among companies in our peer group. The CLDC does not have a set formula by which it determines how much of the executive’s compensation is fixed (e.g., base salary) rather than variable or at-risk. To align executive compensation with overall Company financial performance and the long-term interests of our shareholders, the CLDC implemented granting annual equity awards as a combination of RSUs and PSUs. The introduction of PSUs as a component of annual long-term incentives was intended to further strengthen pay-for-performance in our executive compensation program and align the interests of our executives with those of our long-term stockholders. For fiscal year 2026, the material elements of our executive compensation program were:

  17. Executive Compensation Program Design

    | Compensation Element | Overview | Purpose | | Base Salary | Base salaries provide a fixed level of compensation tied to competitive market practice among peers and comparable software companies | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Annual Cash Incentive | Annual cash incentives provide a shorter-term incentive for executives based on achievement of annual goals tied to Net ARR and NGOI | Designed to motivate our executives to achieve short-term financial objectives while making progress towards longer-term value creation | | Long-Term Incentive Equity | Annual long-term incentives were granted in a combination of RSUs and PSUs, which were eligible to be earned based on pre-established financial metrics approved by the CLDC New hire equity awarded to Ms. Ross and Mr. Padisetty consisted solely of time-based RSUs. As each was hired late in fiscal year 2026, the CLDC determined that their new hire grants would be delivered exclusively in the form of RSUs to support near-term retention, consistent with market practice for newly hired executives | Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value | | Benefits | We offer competitive health and welfare benefits, a 401(k) plan, participation in an employee stock purchase program, and other employee benefit plans | Designed to align with competitive norms for comparable companies |

  18. Compensation Decision-Making Process

    Compensation Decision-Making Process Determination of Compensation Awards The CLDC’s goal is generally to target elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. For fiscal year 2026, the CLDC reviewed each element of compensation described below and set the target total direct compensation opportunities of our NEOs after taking into consideration the following factors: ●market data, including practices among companies in our compensation peer group; ●each executive officer’s scope of responsibilities; ●each executive officer’s tenure, skills, and experience; ●each executive officer’s performance; ●internal pay equity across the executive management team; ●our overall performance, taking into consideration performance versus internal plans and industry peers; ●the recommendations of our CEO (other than with respect to the CEO’s own compensation); and ●general market conditions. The CLDC does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile, or multiple for establishing compensation among the executive officers or in relation to competitive market data. Role of the Compensation and Leadership Development Committee The CLDC is responsible for overseeing our executive compensation program and all related policies and practices. The CLDC’s primary duties are to regularly meet, review, and advise our board of directors on our overall compensation philosophy, policies, and plans, including a review of both regional and industry compensation practices and trends. The CLDC meets regularly during the fiscal year both with and without the presence of our CEO and other NEOs. The CLDC also discusses compensation issues with our CEO (except with respect to the CEO’s own compensation) and other members of the board of directors between its formal meetings. Role of Management Our people group, finance and legal teams support the CLDC in designing our executive compensation program and analyzing competitive market practices. In addition, members of management, including our CEO, regularly participate in CLDC meetings to provide input on our compensation philosophy and objectives. Our CEO also evaluates the performance of our executives and provides recommendations to the CLDC regarding the compensation of our NEOs (other than with respect to the CEO’s own compensation). The CLDC reviews and discusses these recommendations and proposals with our CEO and uses them as one factor, among others, in determining and approving the compensation for our NEOs. Role of the Consultant The CLDC may engage the services of outside advisors, experts, and others to assist the CLDC. During fiscal year 2026, the CLDC retained the services of Compensia as independent compensation consultant to advise the CLDC on compensation matters related to our executive and director compensation programs. In fiscal year 2026, Compensia provided the following support: ●assisted in the review and updating of our compensation peer group; ●analyzed the executive compensation levels and practices of the companies in our peer group; ●provided advice with respect to compensation best practices and market trends for our current CEO, NEOs, and members of board of directors; ●assisted with the design of the short-term and long-term incentive compensation plans when appropriate; ●performance goals and targets for our NEOs and other executives; and ●provided ad hoc advice and support throughout the year. Compensia reported to and worked for the CLDC. Prior to engaging Compensia, the CLDC considered the specific independence factors adopted by the SEC and Nasdaq, and determined that Compensia is independent and that Compensia’s work did not raise any conflicts of interest. Role of Competitive Market Data As part of its annual compensation review process, the CLDC generally reviews competitive market data for positions comparable to those of our NEOs and other key executives. In September 2024, the CLDC reviewed the executive compensation practices of GitLab’s peer group. The executive compensation peer group approved by the CLDC comprised direct competitors and cloud, enterprise, and security software companies. Additional factors that were considered in identifying peers included: ●revenue between about $310 million and $1.2 billion and a preference for strong revenue growth; ●a market capitalization between $2.6 billion and $23.8 billion; and ●headquarters in the United States with a preference in major metro areas and tech hubs. Based on these criteria the CLDC approved the following peer group of 19 companies for fiscal year 2026 compensation related decisions:

  19. Cash Annual Incentive Compensation

    Cash Annual Incentive Compensation Our cash incentive bonus plan motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each NEO has a target bonus opportunity, defined as a percentage of their respective annual base salary. Following the end of each fiscal year, our CLDC determines the annual cash incentive bonuses paid to our NEOs based on GitLab’s financial performance for the applicable fiscal year relative to GitLab’s annual approved budget and achievement of corporate objectives for the applicable fiscal year. Bonuses are paid in two installments after the first and second half of the fiscal year. Fiscal Year 2026 Target Annual Bonuses At the beginning of each fiscal year, the CLDC reviews and approves the target annual bonus for each of our executive officers, including our NEOs. The CLDC considers the factors described in “Compensation Decision-Making Process—Determination of Compensation Awards”, with an emphasis on market data from our peer group for comparable positions. Target annual bonuses are determined with respect to the same corporate objectives and formula for all of our executive officers, including our NEOs. The independent members of our board of directors review any annual target established for GitLab’s CEO. In the first quarter of fiscal year 2026, the CLDC reviewed the target annual bonuses of our executive officers, including our NEOs, and approved the fiscal year 2026 target annual bonuses of our NEOs below:

  20. Cash Annual Incentive Compensation

    | Executive | Base Salary | Target Bonus | Target Bonus Opportunity | | W. Staples | $600,000 | 100% | $600,000 | | J. Ross (1) | $505,000 | 75% | $378,750 | | R. Schulman | $455,000 | 50% | $227,500 | | S. Padisetty (2) | $460,000 | 60% | $276,000 | | I. Steward (3) | $475,000 | 100% | $475,000 | | J. Shen (4) | $352,154 | 30% | $105,646 | | B. Robins (5) | $505,000 | 75% | $378,750 | | S. Farmer (6) | $465,000 | 60% | $279,000 |

  21. Cash Annual Incentive Compensation

    (1)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. (2)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. (3)Mr. Steward was appointed as Chief Revenue Officer effective May 3, 2025. (4)Mr. Shen stepped down from the role of Interim Chief Financial Officer effective January 15, 2026. (5)Mr. Robins resigned from the Company effective September 19, 2025. (6)Ms. Farmer resigned from the Company effective January 9, 2026. Fiscal Year 2026 Corporate Performance Targets When designing GitLab’s non-equity incentive plan for fiscal year 2026 (the “2026 Bonus Plan”) the CLDC determined that the 2026 Bonus Plan should continue to align the interests of our executives with those of our stockholders, and reward performance that would increase the value of GitLab to our stockholders. Accordingly, the CLDC decided that payments under the 2026 Bonus Plan would depend on GitLab’s achievement of certain Net ARR and NGOI (each as defined in “Executive Summary—A Note on Non-GAAP Measures & Key Operating Metrics”) goals for fiscal year 2026, with Net ARR weighted at 70% and NGOI weighted at 30% of the total non-equity bonus award. Our CLDC selected Net ARR as a key indicator of the scale, durability, and growth trajectory of our recurring revenue base, reflecting both new customer acquisition and retention of existing customers. As such, it aligns management incentives with sustainable long-term value creation by rewarding growth in predictable, high-quality revenue. In addition, non-GAAP operating income margin enables consistent evaluation of our operating performance. Incorporating this metric in the bonus plan reinforces disciplined cost management and efficient scaling of the business as revenue grows. Under the 2026 Bonus Plan, no bonus was payable with respect to a particular measure (Net ARR or NGOI) if the percentage achievement was below certain Net ARR and NGOI thresholds. If either Net ARR or NGOI was at or above certain threshold value/percentages, the payout with respect to those measures was between 50% and 200% of the target bonus, interpolated on a straight-line basis in the event of actual performance between the threshold and target or between target and maximum performance objectives. We have not disclosed the specific target levels of Net ARR because we believe that disclosure would result in competitive harm by revealing sensitive strategic financial objectives that could be used by our competitors to their advantage; however, we note that the target levels were set at levels that the CLDC determined to be challenging but achievable with strong execution of our strategic plan.

  22. Cash Annual Incentive Compensation

    | | Threshold | | Target | | Maximum | | | NGOI | 11% | 50% Payout | 14-16% | 100% Payout | >24% | 200% Payout |

  23. Cash Annual Incentive Compensation

    Fiscal Year 2026 Corporate Bonus Results In March 2026, the CLDC determined that for the purposes of determining payouts to the 2026 Bonus Plan, GitLab’s performance achievement against target was equal to 89.2% of Net ARR and 110.3% of NGOI targets for the year, respectively. As a result, the weighted payout for the 2026 Bonus Plan was equal to 74.51% of target.

  24. Long-Term Incentives

    Long-Term Incentives We grant annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our NEOs for long-term corporate performance based on the value of our common stock and, thereby, aligning the interests of our NEOs with those of our stockholders. The CLDC determined that fiscal year 2026 annual long-term incentives granted to our NEOs would be delivered in a mix of 60% RSUs and 40% PSUs, which are eligible to be earned based on our achievement of Net ARR and NGOI targets for fiscal year 2026. Incorporation of PSUs as a regular component of annual long-term incentives was intended to further strengthen pay-for-performance in our executive compensation program and align the interests of our executives with those of our long-term stockholders. The annual equity awards granted to our NEOs were determined by our CLDC after reviewing data from a competitive market analysis prepared by Compensia. In addition, GitLab’s CLDC considers the input of our CEO regarding the individual performance and pay levels for his direct reports. The CLDC regularly evaluates our executive compensation programs to ensure that the programs support retention and a strong pay-for-performance culture, provide competitive compensation opportunities, and align with our long-term business objectives. Fiscal Year 2026 Annual Awards Except as otherwise noted below, in April 2025, the CLDC approved the following equity awards consisting of RSUs and PSUs to our eligible NEOs. As noted, Mr. Staples was not eligible for an annual long-term incentive award during fiscal year 2026 because his new hire equity award was granted in December 2024. In addition, Ms. Ross and Mr. Padisetty were granted new hire equity awards in March 2026, after the end of our fiscal year 2026.

  25. Long-Term Incentives

    | Executive | RSUs Granted | PSUs Granted | Total Grant Value | | W. Staples (1) | — | — | — | | J. Ross (2) | — | — | — | | R. Schulman (3) | 38,823 | 25,882 | $2,769,374 | | S. Padisetty (4) | — | — | — | | I. Steward (5) | 184,615 | 123,076 | $12,935,330 | | J. Shen (6) | 28,267 | — | $1,290,934 | | B. Robins (7) | 79,411 | 52,941 | $5,664,666 | | S. Farmer (8) | 50,588 | 33,725 | $3,608,596 |

  26. Long-Term Incentives

    (1)Mr. Staples was appointed as Chief Executive Officer effective December 5, 2024. (2)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. (3)The PSU grant was issued on April 10, 2025 and will vest quarterly over 2 years. (4)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. (5)Mr. Steward was appointed as Chief Revenue Officer effective May 3, 2025. The RSU and PSU grants were issued on June 18, 2025 and the number of PSUs included in the table assumes achievement of market-based goals at the target level of each performance tranche. (6)Mr. Shen stepped down from the role of Interim Chief Financial Officer effective January 15, 2026. (7)Mr. Robins resigned from the Company effective September 19, 2025. The PSU grant was issued on April 10, 2025 and will vest quarterly over 2 years. (8)Ms. Farmer resigned from the Company effective January 9, 2026. The PSU grant was issued on April 10, 2025 and will vest quarterly over 2 years. The RSU grants in the table above, except for Mr. Steward’s RSU award, were issued on April 10, 2025, and will vest quarterly over four years and were approved in accordance with the requirements of our equity granting policies. Mr. Steward’s RSU grant was issued on June 18, 2025, will vest quarterly over four years, was subject to a 6 month cliff, and was approved in accordance with the requirements of our granting policies. PSUs granted in fiscal year 2026 are based on a one-year performance period; at the conclusion of the performance period and following certification of the results, one-third of the earned award vests, with the remaining two-thirds of the earned awards vesting quarterly over the following two years. Fiscal year 2026 PSUs are eligible to be earned up to 200% of the target amount based on our level of achievement of Net ARR. In addition, the payout will be capped at 100% of target if an NGOI threshold is not achieved. Fiscal year 2026 represented the first year that PSUs were included as an ongoing component of our executive long-term incentive program. The weighting and performance measurement approach, including the use of a 1-year performance period, was approved by the CLDC in connection with a broad assessment of our approach to executive compensation, accounting for our compensation objectives as well as market practice among companies in our peer group and broader market for talent. The CLDC believes that the design of the fiscal year 2026 PSUs appropriately balanced retention and motivational objectives of our compensation philosophy. Fiscal Year 2026 PSU Achievement Our actual achievement for fiscal year 2026 fell below the threshold Net ARR achievement required for a payout under the fiscal year 2026 PSU plan. As a result, the PSUs described in the table above were forfeited. We have not disclosed the specific target levels of Net ARR because we believe that disclosure would result in competitive harm by revealing sensitive strategic financial objectives that could be used by our competitors to their advantage; however, we note that the target levels were set at levels that the CLDC determined to be challenging but achievable with strong execution of our strategic plan. CEO New Hire Equity In December 2024, in connection with this appointment as our CEO, Mr. Staples was granted equity in a mix of RSUs, which were eligible to vest over a 4-year time horizon, and PSUs, which were eligible to vest based on our level of achievement of Net ARR and NGOI margin targets applicable to performance periods tied to fiscal year 2026, fiscal year 2027, and fiscal year 2028. Each fiscal year is weighted equally, and the financial goals for each year were established at the grant date of the award. Following the conclusion of our fiscal year 2026, the CLDC determined that our Net ARR achievement fell below the threshold required for a payout in connection with the fiscal year 2026 performance period. As a result, the PSUs tied to his fiscal year 2026 performance period, representing one-third of Mr. Staples’s new hire PSU award, were forfeited. New Hire Equity Awards Our NEOs for fiscal year 2026 include three newly appointed executives during the year. In connection with each of these executive appointments, our CLDC, advised by its independent compensation consultant Compensia, sought to deliver a competitive level of compensation that aligns with our desired pay-for-performance culture and objectives. The CLDC reviewed market data among companies in our compensation peer group as well as new-hire equity compensation among recently hired executives. In addition to market data, our CLDC considered the highly competitive market for talented, experienced executives and the relevance of each NEO’s background and experience. In February 2025, the board of directors appointed Ian Steward as our Chief Revenue Officer, effective as of May 3, 2025. Our CLDC approved a $9.0 million RSU award, which was issued in June 2025, with each RSU having a contingent right to receive one share of our Class A common stock. This RSU grant vests as follows: 2/16th of the shares underlying the RSUs on December 15, 2025, and thereafter an additional 1/16th of the RSUs vest on a quarterly basis subject to Mr. Steward’s continuous employment with the Company as Chief Revenue Officer and other customary provisions as set forth in the award agreement pursuant to the Company’s 2021 Equity Incentive Plan. A $6.0 million PSU award was also granted and is eligible to vest based on our level of achievement of Net ARR and NGOI targets applicable to performance periods tied to fiscal year 2026, fiscal year 2027, and fiscal year 2028. Following the conclusion of our fiscal year 2026, the CLDC determined that our Net ARR achievement fell below the threshold required for a payout in connection with the fiscal year 2026 performance period. As a result, the PSUs tied to his fiscal year 2026 performance period, representing one-third of Mr. Steward’s new hire PSU award were forfeited. On December 2, 2025, the board of directors appointed Jessica Ross as our Chief Financial Officer, effective as of January 15, 2026. Our CLDC approved a $15.0 million RSU award, which was issued in March 2026, with each RSU having a contingent right to receive one share of our Class A common stock. This RSU grant will vest as follows: 2/16th of the shares underlying the RSUs on September 15, 2026, and thereafter an additional 1/16th of the RSUs will vest on a quarterly basis subject to Ms. Ross’ continuous employment with the Company as Chief Financial Officer and other customary provisions as set forth in the award agreement pursuant to the Company’s 2021 Equity Incentive Plan. On January 15, 2026, the board of directors appointed Sivaprasad Padisetty as our Chief Technology Officer, effective as of January 15, 2026. Our CLDC approved a $13.0 million RSU award, which was issued in March 2026, with each RSU having a contingent right to receive one share of our Class A common stock. This RSU grant will vest as follows: (a) 18% of total grant, vesting on September 15, 2026; (b) 9% of the total vesting on each of December 15, 2026 and March 15, 2027; (c) 7.5% vesting quarterly thereafter beginning June for calendar year 2027, through March of 2028 on each of the Quarterly Vesting Dates; and (d) 4.25% vesting quarterly beginning June for calendar year 2028, through March of 2030 subject to Mr. Padisetty’s continuous employment with the Company as the Chief Technology Officer and other customary provisions as set forth in the award agreement pursuant to the Company’s 2021 Equity Incentive Plan.

  27. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Severance and Change in Control Arrangements The Company maintains offer letters and an Executive Severance Plan that provide certain post-employment payments and benefits to executive officers, including the NEOs, and select key team members upon a qualifying termination of employment, including terminations occurring in connection with a change in control of the Company. Additional information regarding these arrangements, including estimated potential payments and benefits payable to the NEOs, is set forth under “Potential Payments on Termination or Change of Control” in the “Compensation Tables” section of this Proxy Statement. The Compensation Committee believes that severance and change in control protections are a critical and necessary component of the Company's executive compensation program. In light of the competitive landscape for senior leadership talent within the Company's industry, these provisions support the Company's ability to attract, retain, and develop highly qualified executive talent. Benefits and Perquisites Our executive officers generally participate in the same benefit plans with the same terms that are available to our full-time team members. We do not maintain any executive perquisite programs or other personal benefits. Anti-hedging Policy Under our Insider Trading Policy, we prohibit team members, contractors, consultants and members of our board of directors, as well as their immediate family members and people sharing their households and anyone subject to their influence or control (collectively, “Insiders”) from engaging in hedging or monetization transactions involving GitLab securities, such as zero cost, collars and forward sale contracts, or contribute our securities to exchange funds in a manner that could be interpreted as hedging in our stock. Anti-pledging Policy Under our Insider Trading Policy, we prohibit Insiders from pledging or using any GitLab securities as collateral in a margin account or as collateral for a loan unless the pledge has been approved by our Chief Legal Officer. Compensation Recovery Policy In November 2023, our Compensation Committee adopted the Compensation Recovery Policy (the “Recovery Policy”), which provides for the recovery of applicable incentive based compensation from current and former executive officers of the Company in the event the Company is required to restate its financial results due to its material non-compliance with any financial reporting requirement under federal securities laws, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding Nasdaq listing standards. Recoupment under the Recovery Policy will be required regardless of whether the executive officer or any other person was at fault or responsible for accounting errors that contributed to the need for the financial restatement or engaged in any misconduct.

  28. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our NEOs for all services rendered in all capacities during the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

  29. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Equity Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | William Staples (4) Chief Executive Officer | 2026 2025 | $600,000 $92,500 | — — | — $38,897,496 (5) | $447,060 $92,248 | — — | $1,047,060 $39,082,244 | | Jessica Ross (6) Chief Financial Officer | 2026 | $22,955 | $150,000 | — | $12,897 | — | $185,852 | | Robin Schulman Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | 2026 2025 2024 | $451,250 $440,000 $395,000 | — — — | $2,769,374 $4,929,333 $1,815,550 | $168,113 $216,942 $231,253 | $4,888 — $25,000 (7) | $3,393,625 $5,586,275 $2,466,803 | | Sivaprasad Padisetty (8) Chief Technology Officer | 2026 | $20,910 | — | — | $9,398 | $627 | $30,935 | | Ian Steward (9) Chief Revenue Officer | 2026 | $352,652 | — | $12,935,329 | $265,442 | — | $13,553,423 | | James Shen (10) Former Interim Chief Financial Officer | 2026 | $345,615 | $60,387 | $1,290,934 | — | $2,001 | $1,708,201 | | Brian Robins (11) Former Chief Financial Officer | 2026 2025 2024 | $309,527 $450,000 $430,000 | — — — | $5,664,666 $7,908,429 $3,631,100 | — $310,622 $352,441 | $15,125 — $1,575 | $5,989,318 $8,669,051 $4,415,116 | | Sabrina Farmer (12) Former Chief Technology Officer | 2026 2025 | $461,251 $450,000 | — — | $3,608,596 $13,840,507 | — $266,247 | $5,287.52 — | $4,075,134 $14,556,754 |

  30. Summary Compensation Table

    (1)The amounts presented represent the aggregate grant-date fair value of the stock awards awarded to the NEO during each fiscal year, in accordance with FASB Accounting Standards Codification Topic 718. The grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The PSUs granted in fiscal year 2025 have a revenue performance condition and a service condition. The value of the number of awards granted that is reflected in the table represents 100% of the target goal under the performance condition. Under the terms of the awards, the recipient may earn between 0% and 200% of the original grant. Should the highest level of the performance condition be achieved, the awards granted in fiscal year 2025 have a grant date fair value of $8,798,790.00 for Mr. Robins and $4,301,624.40 for Ms. Schulman. (2)The amounts presented represent performance bonuses earned in each fiscal year based on the achievement of corporate performance metrics set by the board of directors. (3)For Ms. Schulman, Mr. Shen and Mr. Robins, the amounts presented represent 401(k) company matching contributions. (4)Mr. Staples was appointed as Chief Executive Officer effective December 5, 2024. Amounts presented for fiscal year 2025 represent Mr. Staples’ prorated salary. Mr. Staples’ annual salary for fiscal year 2025 was $600,000. (5)The PSUs granted in fiscal year 2025 have a revenue performance condition and a service condition. The value of the number of awards granted that is reflected in the table represents 100% of the target goal under the performance condition. Under the terms of the awards, the recipient may earn between 0% and 200% of the original grant. Should the highest level of the performance condition be achieved, the awards granted in fiscal year 2025 have a grant date fair value of $31,117,948 for Mr. Staples, which would result in a total grant date fair value of $54,456,470 for all of Mr. Staples equity awards. (6)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. Amounts presented for fiscal year 2026 represent Ms. Ross’ prorated salary. Ms. Ross’ annual salary for fiscal year 2026 was $505,000. Amounts presented in the Bonus column represent a sign-on bonus in connection with Ms. Ross’s appointment as Chief Financial Officer. (7)Includes a $5,000 a month stipend approved by the CLDC for Ms. Schulman’s service as Acting Chief Information Security Officer. (8)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. Amounts presented for fiscal year 2026 represent Mr. Padisetty’s prorated salary. Mr. Padisetty’s annual salary for fiscal year 2026 was $460,000. (9)Mr. Steward was appointed as Chief Revenue Officer effective May 3, 2025. Amounts presented for fiscal year 2026 represent Mr. Steward’s prorated salary. Mr. Steward’s annual salary for fiscal year 2026 was $475,000. (10)Mr. Shen stepped down from the role of Interim Chief Financial Officer effective January 15, 2026. (11)Mr. Robins resigned from the Company effective September 19, 2025. (12)Ms. Farmer resigned from the Company effective January 9, 2026.

  31. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in fiscal year 2026 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the “Summary Compensation Table.” Mr. Staples did not receive any grants of plan-based awards during fiscal year 2026.

  32. Grants of Plan-Based Awards Table

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | William Staples | Cash | — | — | — | — | — | — | | | PSU | — | — | — | — | — | — | | | RSU | — | — | — | — | — | — | | Jessica Ross (2) | Cash | — | — | — | — | — | — | | | RSU | — | — | — | — | — | — | | Robin Schulman | Cash | — | — | — | — | — | — | | | RSU | 04/10/2025 | — | — | — | 38,823 | $1,661,624.40 | | | PSU | 04/10/2025 | — | — | — | 25,882 | $1,107,749.60 | | Sivaprasad Padisetty (3) | Cash | — | — | — | — | — | — | | | RSU | — | — | — | — | — | — | | Ian Steward (4) | Cash | — | — | — | — | — | — | | | RSU | 06/18/2025 | — | — | — | 184,615 | $7,761,214.60 | | | PSU | 06/18/2025 | — | — | — | 123,076 | $5,174,115.04 | | James Shen (5) | Cash | — | — | — | — | — | — | | | RSU | 04/10/2025 | — | — | — | 10,784 | $463,496.32 | | | RSU | 09/20/2025 | — | — | — | 11,330 | $568,766.00 | | | RSU | 06/18/2025 | — | — | — | 6,153 | $258,672.12 | | Brian Robins (6) | Cash | — | — | — | — | — | — | | | RSU | 04/10/2025 | — | — | — | 79,411 | $3,398,790.80 | | | PSU | 04/10/2025 | — | — | — | 52,941 | $2,265,874.80 | | Sabrina Farmer (7) | Cash | — | — | — | — | — | — | | | RSU | 04/10/2025 | — | — | — | 50,588 | $2,165,166.40 | | | PSU | 04/10/2025 | — | — | — | 33,725 | $1,443,430.00 |

  33. Grants of Plan-Based Awards Table

    (1)The amounts presented represent the aggregate grant-date fair value of the stock awards RSUs awarded to the NEO, in accordance with FASB Accounting Standards Codification Topic 718. The grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. (2)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. (3)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. (4)Mr. Steward was appointed as Chief Revenue Officer effective May 3, 2025. (5)Mr. Shen stepped down from the role of Interim Chief Financial Officer effective January 15, 2026.

  34. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the NEOs, information regarding outstanding stock options and RSU or PSU awards to purchase shares of Class B common stock held as of January 31, 2026.

  35. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) (2) | Option Exercise Price ($) (3) | Option Expiration Date | Number of Shares, or Units, of Stock That have Not Vested (#) | Market Value of Shares, or Units, of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights, That have Not Vested (#) (5) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights, That Have Not Vested ($) (4) | | William Staples | December 12, 2024 (6) | — | — | — | — | 286,761 | $10,030,900 | — | — | | | December 12, 2024 (6) | — | — | — | — | — | — | 254,898 | $8,916,332 | | Jessica Ross (7) | — | — | — | — | — | — | — | — | — | | Robin Schulman | April 10, 2025 (14) | — | — | — | — | — | — | 25,882 | $905,352 | | | April 10, 2025 (9) | — | — | — | — | 31,544 | $1,103,409 | — | — | | | June 22, 2024 (9) | — | — | — | — | 9,417 | $329,407 | — | — | | | June 22, 2024 (8) | — | — | — | — | 11,772 | $411,785 | — | — | | | March 28, 2024 (8) | — | — | — | — | 31,623 | $1,106,173 | — | — | | | March 30, 2023 (8) | — | — | — | — | 17,187 | $601,201 | — | — | | | June 17, 2022 (8) | — | — | — | — | 3,089 | $108,053 | — | — | | | March 18, 2021 (16) | 47,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | March 18, 2021 (17) | 47,000 | — | $17.82 | March 17, 2031 | — | — | — | — | | | December 8, 2020 (18) | 170,000 | — | $16.71 | December 7, 2030 | — | — | — | — | | | December 2, 2019 (19) | 18,502 | — | $8.90 | December 1, 2029 | | | | | | Sivaprasad Padisetty (10) | — | — | — | — | — | — | — | — | — | | Ian Steward (11) | June 18, 2025 (21) | — | — | — | — | 161,538 | $5,650,599 | — | — | | | June 18, 2025 (22) | — | — | — | — | — | — | 123,076 | $4,305,198 | | James Shen (12) | September 20, 2025 (13) | — | — | — | — | 9,914 | $346,792 | — | — | | | June 18, 2025 (8) | — | — | — | — | 5,384 | $188,332 | — | — | | | April 10, 2025 (8) | — | — | — | — | 8,762 | $306,495 | — | — | | | June 24, 2024 (20) | — | — | — | — | 3,202 | $112,006 | — | — | | | March 13, 2024 (8) | — | — | — | — | 3,114 | $108,928 | — | — | | | March 13, 2024 (8) | — | — | — | — | 4,551 | $159,194 | — | — | | | March 21, 2023 (8) | — | — | — | — | 3,516 | $122,990 | — | — | | | June 14, 2022 (8) | — | — | — | — | 159 | $5,562 | — | — | | | March 22, 2022 (8) | — | — | — | — | 568 | $19,869 | — | — | | | March 22, 2022 (8) | — | — | — | — | 35 | $1,224 | — | — | | | March 18, 2021 (15) | 4,167 | — | $17.82 | March 17, 2031 | — | — | — | — | | Brian Robins (23) | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Sabrina Farmer (24) | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — |

  36. Outstanding Equity Awards at Fiscal Year-End Table

    (1)All of the outstanding option awards were granted under our 2015 Plan and all outstanding RSU and PSU awards were granted under our 2021 Plan. (2)All options granted to NEOs are immediately exercisable upon the granting of such options. (3)This column represents the fair value of a share of our Class B common stock on the grant date, as determined by our board of directors. (4)The market values of unvested RSUs and PSUs are calculated by multiplying the number of unvested RSUs held by the named executive officer by the closing price of our Class A capital stock on January 30, 2026, which was $34.98 per share. (5)The number of PSUs included in the table assumes achievement of performance-based goals at the target level of each performance tranche. (6)For information regarding Mr. Staples’ equity awards, please refer to “CEO Performance Equity Award” below. (7)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. (8)These RSUs vest as to 1/16th of the total shares quarterly from the date of grant, subject to continued service through the applicable vesting date. (9)These RSUs vest as to 1/4th of the total shares annually from the date of grant, subject to continued service through the applicable vesting date. (10)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. (13)These RSUs vest as to 1/8th of the total shares quarterly from the date of grant, subject to continued service through the applicable vesting date. (14)Upon certification of PSUs, these PSUs will vest if we achieve certain revenue-based performance goals (the “Executive Award Performance Goals”) as of the fourth quarter of fiscal year 2026 (the “Executive Award Performance Period”). On or as soon as practicable following certification of achievement, the earned PSUs will be converted into RSUs which will vest as to 1/3rd in the first quarter following certification by the CLDC and the board of directors, and the remaining 2/3rd will vest in equal installments (1/12th) over the next 2 years. (15)These stock options vest as to 25% of the total shares on January 5, 2022 and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Mr. Shen’s service with us terminates. (16)These stock options vest as to 25% of the total shares on March 18, 2022, and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Ms. Schulman’s service with us terminates. (17)These stock options vest as to 25% of the total shares on March 18, 2023, and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Ms. Schulman’s service with us terminates. (18)These stock options vest monthly over 48 months in equal installments starting on December 7, 2020, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Ms. Schulman’s service with us terminates. (19)These stock options vest as to 25% of the total shares on December 2, 2020, and 1/48th of the total shares will vest monthly thereafter, subject to continued service through the applicable vesting date. These options are immediately exercisable, subject to our right to repurchase unvested shares in the event that Ms. Schulman’s service with us terminates. (20)These RSUs vest over four years with 25% vesting on month 15, month 18, month 21, month 24, subject to continued service through the applicable vesting date. (21)These RSUs vest over four years with 12.5% vesting six months from the grant date and the 87.5% of the remainder vesting quarterly thereafter until fully vested, subject to continued service through the applicable vesting date. (22)Upon certification of PSUs, these PSUs will vest if we achieve certain revenue-based performance goals (the "Executive Award Performance Goals") as of the fourth quarter of each applicable fiscal year performance period (each, an "Executive Award Performance Period"). On or as soon as practicable following certification of achievement by the CLDC and the board of directors, the earned PSUs for each performance period will vest on the next quarterly vesting date (March 15, June 15, September 15, or December 15) following the applicable certification date, and will be settled in shares of our Class A common stock. (23)Mr. Robins resigned from the Company effective September 19, 2025. (24)Ms. Farmer resigned from the Company effective January 9, 2026.

  37. 2026 Stock Option Exercises and Stock Vested Table

    2026 Stock Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during fiscal year 2026 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  38. 2026 Stock Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | | William Staples | — | — | 95,587 | $4,116,935.64 | | Jessica Ross (2) | — | — | — | — | | Robin Schulman | — | — | 78,185 | $3,530,367.00 | | Sivaprasad Padisetty (3) | — | — | — | — | | Ian Steward (4) | — | — | 23,077 | $890,541.43 | | James Shen (5) | — | — | 16,690 | $740,536.07 | | Brian Robins (6) | 734,005 | $23,272,681.14 | 109,775 | $5,236,780.40 | | Sabrina Farmer (7) | — | — | 74,695 | $3,396,111.75 |

  39. 2026 Stock Option Exercises and Stock Vested Table

    (1)The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on Nasdaq of our Class A common stock on the vesting date. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred in fiscal year 2026. (2)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. (3)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. (4)Mr. Steward was appointed as Chief Revenue Officer effective May 3, 2025. (5)Mr. Shen stepped down from the role of Interim Chief Financial Officer effective January 15, 2026. (6)Mr. Robins resigned from the Company effective September 19, 2025. Any portion of the CEO PSU Award may only be earned to the extent Mr. Staples continues to lead GitLab as our CEO on the later of the date the CLDC certifies achievement of the performance metric and the applicable service vesting date provided in the CEO PSU Award agreement. Once a performance metric is no longer achievable due to the lapse of a performance period or if Mr. Staples ceases to be the CEO, any then-unvested portion of the CEO PSU Award will be immediately forfeited.

  40. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Since September 2021, we have adopted arrangements for our executive officers, including our NEOs, that provide for payments and benefits on termination of employment or upon a termination in connection with a change of control. Under those arrangements, in the event that our NEOs are terminated without “cause” or resign for “good reason” (each as defined in their respective offer letter) in connection with or within three months before or 12 months following a “corporate transaction” (as defined in their respective confirmatory offer letter), they will be entitled to: (i) base salary for a period of 12 months (18 months for Mr. Staples) from the NEO’s termination date; plus their pro-rata portion of bonus earned through the date of termination, plus the amount of bonus that would have accrued during the severance period and (ii) benefits continuation payments (or COBRA, if applicable) for 12 months following the termination date (18 months for Mr. Staples). In addition, each of our NEO’s outstanding equity awards will become immediately vested and exercisable, as applicable, with respect to 100% of the underlying shares. All such severance payments and benefits will be subject to each NEO’s execution of a general release of claims against GitLab. Additionally, in the event that our NEOs are terminated without “cause” or resign for “good reason” outside of the period of three months before or 12 months after a “corporate transaction,” they will be entitled to: (i) base salary for a period of six months (12 months for Mr. Staples) plus their pro-rata portion of bonus earned through the date of termination and (ii) benefits continuation payments (or COBRA, if applicable) for six months following the termination date (12 months for Mr. Staples). All such severance payments and benefits will be subject to each NEO’s execution of a general release of claims against GitLab. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on January 31, 2026, and the price per share of our common stock was the closing price on Nasdaq as of January 30, 2026 (the last trading day of fiscal year 2026 since January 31 was a Saturday), which was $34.98. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  41. Potential Payments upon Termination or Change of Control

    | Name | Qualifying Termination - No Change in Control | | | | | Qualifying Termination - Change in Control | | | | | | | Cash Severance ($) | Cash Bonus ($) (1) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($) | Total ($) | Cash Severance ($) | Cash Bonus ($) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($) | Total ($) | | William Staples | $600,000 | $360,000 | $32,024 | — | $992,024 | $900,000 | $1,260,000 | $48,036 | $18,947,232 | $21,155,268 | | Jessica Ross (2) | $252,000 | $10,100 | $14,040 | — | $276,640 | $505,000 | $388,850 | $28,079 | — | $921,929 | | Robin Schulman | $272,500 | $136,500 | $22,302 | — | $386,302 | $455,000 | $364,000 | $44,603 | $7,814,198 | $8,677,801 | | Sivaprasad Padisetty (3) | $230,000 | $7,360 | $16,476 | — | $253,836 | $460,000 | $283,360 | $32,951 | — | $776,311 | | Ian Steward (4) | $237,500 | $212,167 | $22,004 | — | $471,671 | $475,000 | $687,167 | $44,008 | $9,955,798 | $11,161,973 | | James Shen (5) | — | — | — | — | — | — | — | — | — | — | | Brian Robins (6) | — | — | — | — | — | — | — | — | — | — | | Sabrina Farmer (7) | — | — | — | — | — | — | — | — | — | — |

  42. Potential Payments upon Termination or Change of Control

    (1)Cash bonus is equivalent to 60% of annual bonus assuming the first half bonus was paid out at 40% earlier in the year. (2)Ms. Ross was appointed as Chief Financial Officer effective January 15, 2026. (3)Mr. Padisetty was appointed as Chief Technology Officer effective January 15, 2026. (4)Mr. Steward was appointed as Chief Revenue Officer effective May 3, 2025. (5)Mr. Shen resigned from the role of Interim Chief Financial Officer effective January 15, 2026 and continued in his role with the Company as Vice President of Finance. (6)Mr. Robins resigned from the Company effective September 19, 2025 and was not eligible for additional severance payments in connection with his resignation. (7)Ms. Farmer resigned from the Company effective January 9, 2026 and was not eligible for additional severance payments in connection with her resignation.

  43. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for fiscal year 2026: •the median of the annual total compensation of all our employees (except our CEO) was $250,580.00; •the annual total compensation of our CEO was $1,410,000.00; and •the ratio of these two amounts was 5.6 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule(1). To identify our median employee, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on January 31, 2026, our determination date, whether employed on a full-time, part-time, seasonal or temporary basis. We did not include any contractors or other non-employee workers in our employee population. To identify our median employee, we used a consistently applied compensation measure consisting of each employee’s base salary, target bonus or sales commissions, and the target value of equity awards granted during fiscal year 2026. Base salary and target total cash compensation reflects the annual salary rate and target bonus, as applicable, effective as of January 31, 2025. We selected these compensation elements because they represent our principal broad-based compensation elements. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on February 1, 2026. Once our median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. (1) The decrease in our CEO pay ratio from fiscal year 2025 to fiscal year 2026 is primarily due to our CEO receiving a new hire equity award in fiscal year 2025 and no equity award in fiscal year 2026.

  44. Pay-Versus-Performance Table

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment | | | | | | | | | | Average | Average | Based On: | | | | | | Summary | Compensation | Summary | Compensation | Summary | Compensation | | Peer Group | | Company- | | | Compensation | Actually | Compensation | Actually | Compensation | Actually | Total | Total | | Selected | | | Table Total | Paid | Table Total | Paid | Table Total | Paid | Shareholder | Shareholder | Net | Measure: | | Year(1) | for PEO (Sijbrandij) (2) | for PEO (Sijbrandij) (3) | for PEO (Staples) (2) | for PEO (Staples) (3) | for Non-PEO NEOs (2) | for Non-PEO NEOs (3) | Return (4) | Return (4) (5) | Income (6) | Revenue (7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2026 | $0 | $0 | $1,047,060 | -$28,969,282 | $4,133,784 | -$2,533,173 | $33.67 | $212.80 | -$58,564,000 | $955,224,000 | | 2025 | $16,953,390 | -$128,560,012 | $39,082,244 | $46,550,767 | $7,469,632 | -$28,964 | $70 | $169 | -$5,227,000 | $759,249,000 | | 2024 | $3,600 | $97,396,301 | $0 | $0 | $8,588,639 | $10,470,781 | $68 | $133 | -$424,174,000 | $579,906,000 | | 2023 | $3,600 | -$57,377,922 | $0 | $0 | $5,209,815 | -$3,681,571 | $48 | $88 | -$172,311,000 | $424,336,000 | | 2022 | $27,289,978 | $146,867,481 | $0 | $0 | $3,956,318 | $26,962,513 | $62 | $105 | -$155,138,000 | $252,653,000 |