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Equity
 6 Months Ended
Jul. 31, 2025
Equity [Abstract]  
Equity
9. Equity
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”).
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, 20255,896 $14.27 5.41$344.8 
Options exercised(642)11.36 
Options canceled(15)11.81 
Options forfeited(13)18.84 
Balances at July 31, 2025
5,226 $14.63 4.76$152.5 
Options vested at July 31, 2025
4,945 $14.43 4.70$145.3 
Options vested and expected to vest at July 31, 2025
5,226 $14.63 4.76$152.5 
During the three and six months ended July 31, 2025, the Company recorded $4.4 million and $9.3 million stock-based compensation expense related to options, respectively. During the three and six months ended July 31, 2024, the Company recorded $3.4 million and $6.9 million stock-based compensation expense related to options, respectively.
As of July 31, 2025, approximately $12.2 million of total unrecognized stock-based compensation cost was related to stock options granted of which $11.9 million relates to the modification of stock options previously granted to the Company’s former CEO. Total unrecognized stock-based compensation cost related to stock options is expected to be recognized over a weighted-average period of 0.8 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)Weighted-
Average
grant date
fair value
Balances at January 31, 20258,259 $50.64 
Granted4,193 43.87 
Vested(1,752)49.65 
Canceled/forfeited(1,334)48.13 
Balances at July 31, 2025
9,366 $48.15 
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 six months ended July 31, 2025, the Company recorded $46.9 million and $92.0 million stock-based compensation expense related to RSUs, respectively. During the three and six months ended July 31, 2024, the Company recorded $41.3 million and $76.8 million stock-based compensation expense related to RSUs, respectively.
As of July 31, 2025, approximately $420.1 million of total unrecognized compensation cost was related to RSUs granted to team members that is expected to be recognized over a weighted-average
period of 2.8 years. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.
PSUs
During the six months ended July 31, 2025, the Company granted 0.3 million PSUs to senior members of its management team subject to the achievement of specified performance targets and continuous service through the applicable vesting dates. Under the terms of the awards, the recipient may earn between 0% and 200% of the original grant. The performance conditions are set to be achieved in fiscal year 2026 through fiscal year 2028 and the service condition must be met on each vest date.
The Company has also granted PSUs to executive officers in prior years.
During the three and six months ended July 31, 2025, the Company recorded a net gain of $2.2 million and a net expense of $1.3 million, respectively related to PSUs. During the three and six months ended July 31, 2024, the Company recorded total stock-based compensation expense of $0.3 million and $0.9 million, respectively.
As of July 31, 2025, total unrecognized stock-based compensation expense related to PSUs was $5.3 million, which is expected to be recognized over a weighted-average period of 2.7 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.
During the quarter ended July 31, 2025, the Company’s stock price on the purchase date, May 30, 2025, was lower than the Company’s stock price on the previously applicable offering date. As a result, the offering in effect was reset with the lower stock price becoming the new offering price and rolled over to a new 24-month offering period. The reset was treated as a modification resulting in incremental expense totaling $4.3 million, which is being recognized over the remaining requisite service period as of the date of reset.
The following table summarizes assumptions used in estimating the fair value of the ESPP for the new offering period in effect using the Black-Scholes option-pricing model:
Three Months Ended
July 31,
20252024
Risk-free interest rate
3.86% - 4.22%
4.70% - 5.25%
Volatility
56.41% - 58.43%
50.94% - 60.50%
Expected term (in years)
0.50 - 2.00
0.50 - 2.00
Dividend yield—%—%
The Company recorded $4.2 million and $6.7 million of stock-based compensation expense related to the ESPP during the three and six months ended July 31, 2025, respectively. The Company recorded $3.5 million and $6.1 million of stock-based compensation expense related to the ESPP during the three and six months ended July 31, 2024, respectively. As of July 31, 2025, approximately $20.7 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 1.8 years.
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2025202420252024
Cost of revenue$2,261 $2,076 $4,190 $3,931 
Sales and marketing19,950 19,881 42,041 37,278 
Research and development19,197 16,114 33,469 28,450 
General and administrative12,876 10,898 30,411 21,562 
Total stock-based compensation expense (1)
$54,284 $48,969 $110,111 $91,221 
(1) The table above includes stock-based compensation of JiHu. Refer to “Note 10. Joint Venture” for further discussion.
The corporate income tax benefit recognized in the condensed consolidated statements of operations for stock-based compensation expense was zero for each of the three and six months ended July 31, 2025 and 2024, 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 2025 and 2024, the Company’s board of directors approved annual donations of 163,555 and 221,195 shares of Class A common stock, respectively, to the GitLab Foundation (the “Foundation”), a California nonprofit public benefit corporation. 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 six months ended July 31, 2025, the Company donated 40,889 shares and 81,778 shares of Class A common stock at fair value to the Foundation, respectively. During the three and six months ended July 31, 2024, the Company donated 67,015 shares and 120,241 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 $1.8 million and $3.5 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and six months ended July 31, 2025, respectively. The donation expense of $2.9 million and $5.9 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three and six months ended July 31, 2024, respectively.