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): ~~May 18~~June 1, 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 72.~~01. Regulation~~02 FDResults ~~Disclosure~~of Operations and Financial Condition.

~~Sytse~~On ~~Sijbrandij~~June 2, ~~filed~~2026, aGitLab ~~Form~~Inc. 4(the on“Company”) ~~May~~issued ~~18,~~a ~~2026~~press ~~disclosing~~release ~~that~~announcing heits ~~converted~~financial ~~all~~results offor ~~his~~the ~~GitLab~~fiscal ~~Inc~~quarter ended April 30, 2026. (A copy of the ~~“Company”)~~press ~~Class~~release Bis ~~common~~attached ~~stock~~as ~~into~~Exhibit ~~Class~~99.1 Ato ~~common~~this ~~stock~~Current Report on ~~May~~Form ~~14,~~8-K ~~2026~~and is furnished herewith as Exhibit 99.1. The ~~conversion~~Company ~~was~~also ~~not~~announced ~~made~~that init ~~connection~~would ~~with~~hold a ~~purchase~~conference orcall ~~sale~~to ofdiscuss ~~GitLab~~its ~~stock~~financial results for the fiscal first quarter ended April 30, 2026.

~~Each~~The ~~share~~Company ofmakes reference to non-GAAP financial information in the Company’s ~~Class~~press Brelease ~~common~~and ~~stock~~the ~~entitles~~webcast ~~its~~call. ~~holder~~A toreconciliation ~~cast~~of 10these ~~votes~~non-GAAP ~~per~~financial ~~share,~~measures ~~compared~~ to ~~one~~the ~~vote~~comparable ~~per~~GAAP ~~share~~financial ~~for~~measures ~~the~~is ~~Class~~contained Ain ~~common~~the ~~stock~~attached press release.

The ~~conversion~~information ~~was~~contained ~~undertaken~~herein, byincluding ~~Mr.~~the ~~Sijbrandij~~accompanying ~~for~~Exhibit ~~personal~~99.1 ~~tax~~hereto, ~~planning~~shall ~~matters~~not ~~and~~be ~~was~~deemed ~~not~~“filed” ~~the~~for ~~result~~purposes of ~~any~~Section ~~disagreement~~18 ~~with~~of the ~~Company.~~Securities InExchange ~~addition,~~Act asof ~~previously disclosed~~1934, ~~Mr.~~as ~~Sijbrandij~~amended ~~entered~~(the ~~into~~“Exchange aAct”), ~~trading~~or ~~plan~~otherwise ~~compliant~~subject ~~with~~to ~~Rule 10b5-1 of~~ the ~~Securities~~liabilities ~~Exchange Act~~ of ~~1934~~that section, asnor ~~amended,~~shall init ~~December~~be ofdeemed ~~2025~~incorporated toby ~~help~~reference ~~support~~into ~~his~~any ~~personal~~filing ~~financial~~made ~~planning~~by ~~needs~~the ~~which~~Company ~~executed~~under athe ~~transaction~~Securities onAct ~~May~~of 181933, ~~2026. Mr. Sijbrandij's position~~ as ~~Executive~~amended, ~~Chair~~or of the ~~Company's~~Exchange ~~Board~~Act, regardless of ~~Directors~~any ~~remains~~general ~~unchanged.~~incorporation ~~Mr.~~language ~~Sijbrandij~~in ~~also~~such ~~remains~~filings, ~~the~~unless ~~largest~~expressly ~~individual~~incorporated ~~shareholder~~by ofspecific ~~the~~reference ~~Company’s~~in ~~Class~~such ~~A common stock~~filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On June 1, 2026, the board of directors of the Company approved a restructuring plan (the “Plan”). The Company anticipates approximately 14% of its global workforce as of January 31, 2026 may be impacted by the Plan. The Plan is intended to help position the Company for long-term success by realigning its operating structure to optimize execution against its strategic priorities.

The Company also expects to exit 22 countries to reduce its team member geographic footprint by approximately 37%. As a result of the Plan, the Company expects to incur approximately $30 million to $35 million in pre-tax restructuring charges, consisting primarily of one-time severance, employee termination benefit costs, and retention costs associated with the execution of the Plan, of which approximately $19 million is expected to be incurred in the second quarter of fiscal year 2027, with the majority of the remainder expected to be recognized over the following three quarters. The Company expects the Plan to be substantially complete by the end of fiscal 2027 (ending January 31, 2027). Additional costs associated with the Plan may be identified and will be disclosed when reasonably estimable.

The charges that the Company expects to incur are subject to a number of assumptions, including legal requirements in various jurisdictions.

Item 7.01 Regulation FD Disclosure.

On June 2, 2026, the Company posted supplemental investor materials on the Investors Relations section of its website, available at ir.gitlab.com. The Company announces material information to the public through filings with the Securities and Exchange Commission, the investor relations page on the Company’s website, press releases, public conference calls, webcasts, the Company’s X (Twitter) account (@gitlab), the Company’s Facebook page, the Company’s LinkedIn page, the Company’s news site, available at https://about.gitlab.com/press/, and blog posts on the Company’s corporate blog at https://about.gitlab.com/blog/ in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.

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

Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things: its operations, including the plan to implement a global workforce reduction and

restructuring of the Company’s operations and the plan’s expected impact; its financial performance; its industry and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipate(s),” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026 filed with the SEC as such factors may be updated from time to time in the Company’s periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release dated June 2, 2026.
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: May 18, 2026

By:

/s/ Jessica P. Ross

Dated: June 2, 2026

By:

/s/ Jessica Ross

Jessica P. Ross

Jessica Ross

Chief Financial Officer

Filing Compare · Gitlab Inc.