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Equity
 9 Months Ended
Oct. 31, 2024
Equity [Abstract]  
Equity
9. Equity
Common Stock
The Company had shares of common stock reserved for future issuance as follows (in thousands):
October 31, 2024January 31, 2024
Class A and Class B common stock
Options issued and outstanding6,617 8,503 
Shares available for issuance under Equity Incentive Plans29,641 24,868 
RSUs and PSUs issued and outstanding11,820 10,930 
Shares reserved for issuance to charitable organizations1,231 1,404 
ESPP 6,722 5,398 
Total56,031 51,103 
Equity Incentive Plans
In September 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor of the Company’s 2015 Equity Incentive Plan (together the “Plans”).
The awards available for grant under the above Plans for the periods presented were as follows (in thousands):
October 31, 2024January 31, 2024
Available at beginning of period 24,868 21,483 
Awards authorized7,878 7,557 
RSUs and PSUs granted(4,743)(6,258)
RSUs and PSUs canceled and forfeited1,530 1,292 
Options canceled and forfeited108 777 
Options repurchased— 17 
Available at end of period 29,641 24,868 
In the event that shares previously issued under the above Plans are reacquired by the Company, such shares shall be added to the number of shares then available for issuance under the 2021 Plan. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of such stock option will be added to the number of shares then available for issuance under the 2021 Plan.
Both Plans allow the grantees to early exercise stock options.
Stock Options, RSUs and PSUs
The following table summarizes options activity under the Plans, and related information:
Number of Stock Options Outstanding (in thousands)Weighted Average Exercise PriceWeighted Average Remaining YearsAggregate Intrinsic value (in millions)
Balances at January 31, 20248,503 $13.03 5.85$499.2 
Options granted— — — 
Options exercised(1,778)10.07 — 
Options canceled(11)13.95 — 
Options forfeited(97)18.36 — 
Balances at October 31, 2024
6,617 $13.66 5.41$265.3 
Options vested at October 31, 2024
5,749 $12.91 5.25$234.8 
Options vested and expected to vest at October 31, 2024
6,617 $13.66 5.41$265.3 
During the three and nine months ended October 31, 2024, the Company recorded $3.1 million and $10.0 million stock-based compensation expense related to options, respectively. During the three and nine months ended October 31, 2023, the Company recorded $4.3 million and $13.8 million stock-based compensation expense related to options, respectively.
As of October 31, 2024, approximately $9.6 million of total unrecognized compensation cost was related to stock options granted, that is expected to be recognized over a weighted-average period of 1.1 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.
The following table summarizes the Company’s RSU activity:
Number of Shares (in thousands) (1)
Weighted-
Average
grant date
fair value
Balances at January 31, 20247,701 $47.20 
Granted4,743 53.38 
Vested(2,323)49.15 
Canceled/forfeited(1,530)49.28 
Balances at October 31, 2024
8,591 $49.69 
(1) The table above does not include 3 million RSUs granted to the Company’s founder and the Chief Executive Officer (“CEO”) described below.
These RSUs are grants of shares of the Company’s Class A common stock, the vesting of which is based on the requisite service requirement. Generally, the Company’s RSUs are subject to forfeiture and are expected to vest over two to four years ratably on a combination of bi-annual and quarterly basis. During the three and nine months ended October 31, 2024, the Company recorded $40.3 million and $117.1 million stock-based compensation expense related to RSUs, respectively. During the three and nine months ended October 31, 2023, the Company recorded $31.7 million and $84.9 million stock-based compensation expense related to RSUs, respectively.
As of October 31, 2024, approximately $401.7 million of total unrecognized compensation cost was related to RSUs granted to team members other than the CEO, that is expected to be recognized over a weighted-average period of 2.7 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.
In June 2022, the Company granted 0.4 million PSUs to senior members of its management team subject to revenue performance condition and service conditions. The number of awards granted represents 100% of the target goal; under the terms of the awards, the recipient may earn between 0% and 200% of the original grant. The performance condition is set to be achieved in fiscal year 2025 and the service condition in calendar year 2025. The Company recorded $0.9 million and $1.8 million of stock-based compensation expense related to PSUs during the three and nine months ended October 31, 2024, respectively. The Company recorded a $0.4 million and $0.7 million of stock-based compensation related to PSUs during the three and nine months ended October 31, 2023, respectively. As of October 31, 2024, unrecognized stock-based compensation expense related to these PSUs was $1.4 million to be recognized over a period of 1.1 years.
CEO Performance Award
In May 2021, the Company granted 3 million RSUs tied to its Class B common stock to Sytse Sijbrandij, the Company’s co-founder and CEO, with an estimated aggregate grant date fair value of $8.8 million. During the three and nine months ended October 31, 2024, the Company recorded $0.3 million and $1.0 million of stock-based compensation expense related to the CEO RSU, respectively. During the three and nine months ended October 31, 2023, the Company recorded $0.4 million and $1.2 million of stock-based compensation expense related to the CEO RSU, respectively.
As measured from the grant date, the derived service period of the respective tranches ranges from 3 to 7 years. As of October 31, 2024, unrecognized stock-based compensation expense related to these RSUs was $3.3 million which will be recognized over 4.1 years.
2021 Employee Stock Purchase Plan (“ESPP”)
In September 2021, the Company’s board of directors and its stockholders approved the ESPP and participation of eligible team members.
The Company recorded $2.5 million and $8.6 million of stock-based compensation expense related to the ESPP during the three and nine months ended October 31, 2024, respectively. The Company recorded $4.0 million and $15.2 million of stock-based compensation expense related to the ESPP during the three and nine months ended October 31, 2023, respectively. As of October 31, 2024, approximately $8.5 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.6 years.
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense as follows (in thousands):
Three Months Ended October 31,Nine Months Ended October 31,
2024202320242023
Cost of revenue$1,993 $1,648 $5,924 $4,760 
Sales and marketing17,012 16,523 54,290 51,582 
Research and development14,384 12,738 42,834 36,917 
General and administrative14,653 10,425 36,215 26,773 
Total stock-based compensation expense (1)
$48,042 $41,334 $139,263 $120,032 
(1) The table above includes stock-based compensation of JiHu. Refer to “Note 11. Joint Venture and Equity Method Investment” for further discussion.
The corporate income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation expense was zero for both the three and nine months ended October 31, 2024, and 2023, respectively.
Charitable Donation of Common Stock
In September 2021, the Company’s board of directors approved the reservation of up to 1,635,545 shares of Class A common stock for issuance to charitable organizations. In March 2024 and 2023, the Company’s board of directors approved the donation of $11.8 million and $10.7 million aggregate principal amount of shares of Class A common stock to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation, respectively. The Foundation is also a related party as certain of the Company’s officers serve as directors of the Foundation. These donations shall occur in four equal quarterly distributions.
During the three and nine months ended October 31, 2024, the Company donated 52,940 shares and 173,181 shares of Class A common stock at fair value to the Foundation, respectively. During the three and nine months ended October 31, 2023, the Company donated 53,510 shares and 186,899 shares of Class A common stock at fair value to the Foundation, respectively. The fair value of the common stock was determined based on the quoted market price on the grant date.
The donation expense of $3.0 million and $8.9 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended October 31, 2024, respectively. The donation expense of $2.7 million and $8.0 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended October 31, 2023, respectively.