UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 9~~March 2, 2026

______________________________

GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)

____________________________________

Delaware

001-40895

47-1861035

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Address Not Applicable1

Zip Code Not Applicable1

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: Not Applicable

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0000025 per share

GTLB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

__________________________

1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: [email protected].

Item 52.02~~. Departure~~ ofResults ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~January 9~~March 3, 2026, ~~the board of directors of~~ GitLab Inc. (the “Company”) ~~appointed~~issued ~~Sivaprasad~~a ~~Padisetty~~press asrelease ~~Chief~~announcing ~~Technology~~its ~~Officer~~financial ofresults for the ~~Company~~full fiscal year 2026 and the quarter ended January 31, ~~effective~~2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on orForm ~~about~~8-K ~~January~~and 15is furnished herewith as Exhibit 99.1. The Company also announced that it would hold a conference call to discuss its financial results for the full fiscal year 2026 and the fourth quarter ended January 31, 2026.

~~Mr.~~The ~~Padisetty,~~Company ~~age~~makes ~~57,~~reference ~~previously~~to ~~served~~non-GAAP asfinancial ~~Chief~~information ~~Technology~~in ~~Officer~~the ofCompany’s ~~New~~press ~~Relic,~~release ~~Inc., a tracking~~ and ~~analytics~~the ~~software~~webcast ~~company, from September 2022 to January 2026~~call. ~~From~~A ~~March~~reconciliation ~~2014 to October 2022, Mr. Padisetty served in roles~~ of ~~increasing~~these ~~responsibility~~non-GAAP atfinancial ~~Amazon.com,~~measures ~~Inc., a global technology company, including General Manager, Management Tools and Director & Head of EC2 Windows, and prior~~ to ~~that~~the ~~served~~comparable inGAAP afinancial ~~number~~measures ofis ~~roles~~contained ~~of increasing responsibility at Microsoft Corporation. Mr. Padisetty holds a B.S.~~ in ~~Mechanical~~the ~~Engineering~~attached ~~and~~press ~~a M~~release.~~S. in Computer Science from Anna University Chennai.~~

~~There~~The isinformation nocontained ~~arrangement~~herein, orincluding ~~understanding~~the ~~between~~accompanying MrExhibit 99.1 ~~Padisetty~~hereto, ~~and~~shall ~~any~~not ~~other~~be ~~persons,~~deemed ~~pursuant~~“filed” tofor ~~which~~purposes ~~Mr.~~of ~~Padisetty~~Section ~~was~~18 ~~selected~~of asthe anSecurities ~~officer,~~Exchange noAct ~~family~~of ~~relationships~~1934, ~~among~~as ~~any~~amended of (the ~~Company’s~~“Exchange ~~directors~~Act”), or ~~executive~~otherwise ~~officers~~subject ~~and~~to ~~Mr.~~the ~~Pedisetty~~liabilities of that section, ~~and~~nor ~~Mr.~~shall ~~Padisetty~~it ~~does~~be ~~not~~deemed ~~have~~incorporated by reference into any ~~direct~~filing made by the Company under the Securities Act of 1933, as amended, or ~~indirect~~the ~~material~~Exchange ~~interest~~Act, inregardless of any ~~transaction~~general ~~required~~incorporation tolanguage bein ~~disclosed~~such ~~pursuant~~filings, tounless ~~Item~~expressly ~~404(a)~~incorporated ofby ~~Regulation~~specific ~~S-K~~reference in such filing.

Mr. Padisetty will also enter into the Company’s standard form of officers’ indemnification agreement with the Company, pursuant to which the Company agrees to indemnify its officers to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement. The form of indemnification agreement is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-259603), filed with the Securities and Exchange Commission on September 17, 2021.

Item 7.01 Regulation FD Disclosure.

~~Confirmation~~On March 3, 2026, the Company posted supplemental investor materials on the Investors Relations section of ~~Fourth~~its ~~Quarter~~website, available at ir.gitlab.com. The Company announces material information to the public through filings with the Securities and ~~Fiscal~~Exchange ~~Year~~Commission, ~~2026~~the ~~Guidance~~investor relations page on the Company’s website, press releases, public conference calls, webcasts, the Company’s X (Twitter) account (@gitlab), the Company’s Facebook page, the Company’s LinkedIn page, the Company’s news site, available at https://about.gitlab.com/press/, and blog posts on the Company’s corporate blog at https://about.gitlab.com/blog/ in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

OnThe ~~January~~information ~~12,~~disclosed ~~2026,~~by the ~~Company~~foregoing ~~reaffirmed~~channels ~~its~~could ~~fourth~~be ~~quarter~~deemed ~~and~~to ~~fiscal~~be ~~year~~material ~~2026~~information. ~~guidance~~As ~~previously~~such, ~~provided~~the inCompany encourages investors, the ~~Company’s~~media ~~third~~and ~~quarter~~others ~~fiscal~~to ~~year~~follow ~~2026~~the ~~earnings~~channels ~~release~~listed ~~issued~~above onand ~~December~~to 2,review ~~2025~~the information disclosed through such channels.

Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s website.

Item 8.01. Other Events.

On March 2, 2026, the board of directors of GitLab Inc. (the “Company”) approved a share repurchase program with authorization to purchase up to $400,000,000 of its outstanding Class A common stock.

Repurchases under the program may be made in the open market, in privately negotiated transactions or by other methods, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to repurchase any particular dollar amount or number of shares of Class A common stock and may be modified, suspended or terminated at any time at the discretion of its board of directors. The Company expects to fund repurchases with existing cash, cash equivalents, short-term investments and ongoing cash from operations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release dated March 3 , 202 6 .
104			Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GitLab Inc.

Dated: January 12, 2026

By:

/s/ James Shen

Dated: March 3, 2026

By:

/s/ Jessica Ross

James Shen

Jessica Ross

Interim Chief Financial Officer

Chief Financial Officer

Filing Compare · Gitlab Inc.