v3.26.1
Equity
 3 Months Ended
Apr. 30, 2026
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”). Effective February 1, 2026, the number of shares available under the 2021 Plan was automatically increased by 8,503,382 shares pursuant to the terms of the 2021 Plan.
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.
Share Repurchase Program
In March 2026, the Company's Board of Directors authorized the repurchase of up to $400.0 million of the Company's Class A common stock (the "2026 Repurchase Program"). The 2026 Repurchase Program may be modified, suspended, or terminated at any time and does not require the Company to repurchase any specific number or dollar amount of shares. Repurchases may be made from time to time in the open market, through privately negotiated transactions, through Rule 10b5-1 trading plans, or by other means, subject to market conditions, applicable legal requirements, and the Company's capital allocation priorities.
During the three months ended April 30, 2026, the Company repurchased 2,378,892 shares of its Class A common stock for an aggregate consideration of $50.0 million (including commissions) at an average price of $21.04 per share. Repurchased shares were retired immediately upon settlement. As of April 30, 2026, $350.0 million remained available for repurchase under the 2026 Repurchase Program.
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, 2026
4,011 $15.38 4.27$78.6 
Options exercised(178)13.35 
Options canceled(12)23.19 
Balances at April 30, 2026
3,821 $15.45 4.04$25.9 
Options vested at April 30, 2026
3,796 $15.44 4.03$25.8 
Options vested and expected to vest at April 30, 2026
3,821 $15.45 4.04$25.9 
During the three months ended April 30, 2026 and 2025, the Company recorded $3.7 million and $4.9 million stock-based compensation expense related to options, respectively.
As of April 30, 2026, total unrecognized stock-based compensation cost related to stock options of $0.7 million is expected to be recognized over a weighted-average period of 0.1 years.
The following table summarizes the Company’s RSU activity:
Number of Shares (in thousands)Weighted-
Average
grant date
fair value
Balances at January 31, 2026
8,505 $47.15 
Granted3,600 22.78 
Vested(963)48.47 
Canceled/forfeited(668)46.80 
Balances at April 30, 2026
10,474 $38.68 
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 months ended April 30, 2026 and 2025, the Company recorded $41.4 million and $45.1 million stock-based compensation expense related to RSUs, respectively.
As of April 30, 2026, total unrecognized stock-based compensation cost related to RSUs of $380.7 million is expected to be recognized over a weighted-average period of 2.9 years.
PSUs
During the three months ended April 30, 2026, the Company granted 1.6 million PSUs with a weighted-average grant date fair value of $21.92 per share to certain members of its executive leadership team subject to the achievement of specified performance targets and continuous service through the applicable vesting dates. The performance condition has to be achieved in fiscal year 2027 and the service condition must be met on each vest date.
During the three months ended April 30, 2026, the Company granted 0.8 million PSUs to certain members of its executive leadership team subject to the achievement of a specified market condition based on the Company's relative total shareholder return ("TSR") and continuous service through the applicable vesting dates. The Company estimated the aggregate grant date fair value of $25.52 per share on the grant date using the Monte Carlo simulation model with the following assumptions: (i) expected volatility of 57.16% and (ii) risk-free interest rate of 3.85%. Provided that the requisite service is rendered, the total fair value of the awards at the date of grant will be recognized as compensation expense on a straight-line basis over the requisite service period, even if the market condition is not achieved.
During the three months ended April 30, 2026 and 2025, the Company recorded total stock-based compensation expense of $0.4 million and $3.5 million, respectively.
As of April 30, 2026, total unrecognized stock-based compensation expense related to PSUs was $35.9 million, which is expected to be recognized over a weighted-average period of 1.4 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. Effective February 1, 2026, the number of shares available under the ESPP was automatically increased by 1,700,677 shares pursuant to the terms of the ESPP.
The Company recorded $3.5 million and $2.5 million of stock-based compensation expense related to the ESPP during the three months ended April 30, 2026 and 2025, respectively. As of April 30, 2026, approximately $13.2 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 April 30,
20262025
Cost of revenue$2,864 $1,929 
Sales and marketing17,445 22,091 
Research and development13,630 14,272 
General and administrative16,122 17,535 
Total stock-based compensation expense (1)
$50,061 $55,827 
(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 months ended April 30, 2026 and 2025, 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 2026 and 2025, the Company’s board of directors approved annual donations of 163,556 and 163,555 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 months ended April 30, 2026 and 2025, the Company donated 40,889 shares of Class A common stock at fair value to the Foundation in each period presented. The fair value of the common stock was determined based on the quoted market price on the grant date. The donation expense of $0.8 million and $1.7 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three months ended April 30, 2026 and 2025, respectively.