Commitments and Contingencies

12 Months Ended

Jan. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Contractual Obligations and Commitments

The Company’s purchase obligations represent third-party non-cancelable hosting infrastructure agreements, subscription arrangements and other commitments used in the ordinary course of business to meet operational requirements.

Future minimum payments under the Company’s non-cancelable purchase commitments as of January 31, 2025 were as follows (in thousands):

	Total		Less than 1 Year		1-3 Years		4-5 Years
Purchase commitments (1)	$	132,709	$	93,490	$	38,979	$	240

(1) The table above includes $32 million of remaining non-cancelable contractual commitments as of January 31, 2025 related to one of the Company’s hosting infrastructure vendors, under which the Company committed to spend an aggregate of at least $171 million between October 2020 and September 2025.

Loss Contingencies

In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use of contractors in certain foreign countries. As of January 31, 2025 and January 31, 2024, the estimated liability relating to these matters was $1.4 million and $2.2 million, respectively, is recorded in other non-current liabilities on the consolidated balance sheets.

Warranties and Indemnifications

The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach

of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.

In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.

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. 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”). Plaintiff alleges that, during the Class Period, defendants made material misrepresentations or omissions regarding the Company’s use of AI features and ability to monetize the Company’s AI capabilities that artificially inflated the Company’s stock price. Plaintiff seeks, among other things, damages in an unspecified amount, as well as fees and costs. 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. 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”). Both cases are allegedly brought on the Company’s behalf. Each of the lawsuits name the Company as a nominal defendant, and also certain of the Company’s officers and current and former members of the Company’s board of directors. 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 the Company’s behalf.

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.

In addition to the shareholder matters described above, the Company is, and from time to time may become, involved in legal proceedings or be subject to claims arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that in the opinion of management, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition or operating results.

Defending such proceedings is costly and can impose a significant burden on management and team members. 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.