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Registered number:
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
COMPANY INFORMATION
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GITLAB UK LIMITED
CONTENTS
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GITLAB UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their strategic report for the period from 1 February 2025 to 31 January 2026.
The principal activity of the Company during the period under review was that of providing software distribution services, along with R&D services, to the ultimate parent company, GitLab Inc.
GitLab Inc. is a public trading company organised and existing under the laws of the State of Delaware. GitLab is the intelligent orchestration platform for DevSecOps, where software teams and their Artificial Intelligence agents stay in flow to ship software faster. Built with a unified data model, the platform brings together development, operations, Information Technology, security, and business teams across the entire software development lifecycle to deliver better, more secure software faster. The directors are pleased with the performance of the Company during the financial year. The Company's recruitment has gone very well with the Company having an average headcount of 184 for the period. The Company has made significant revenues during the period by way of recharges to GitLab Inc. of its operating costs plus a margin and direct sales revenue through expansion of our existing customers and acquiring new customers. There has been no significant change in these activities during the financial period ended 31 January 2026.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions or corporations that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. Interest Rate Risk As of January 31, 2026 the Company had £17.4 million (2025: £26.5 million) of cash and trade receivables. The Company does not enter into investments that would subject the Company to fluctuations in interest rates, which could affect its results of operations.
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GITLAB UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Principal risks and uncertainties (continued)
Risks Related to our People We are a remote-only company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are highly dependent on technology in our operations and if our technology fails, our business could be adversely affected. As a remote-only company, we face a number of unique operational risks. For example, technologies in our team members’ homes may not be robust enough and could cause the networks, information systems, applications, and other tools available to team members and service providers to be limited, unreliable, or unsecure. Additionally, we are highly dependent on technology as a remote-only company and if we experience problems with the operation of our current IT systems or the technology systems of third parties on which we rely, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. In addition, in a remote-only company, it may be difficult for us to develop and preserve our corporate culture and our team members may have decreased opportunities to collaborate in meaningful ways. Any impediments to preserving our corporate culture and fostering collaboration could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy. General Risk Factors We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man-made problems such as acts of war, terrorism, that could disrupt our business operations and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster. Natural disasters, pandemics, and epidemics, or other catastrophic events such as fire or power shortages, along with man-made problems such as acts of war and terrorism, and other events beyond our control may cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. While we do not have a corporate headquarters, we have team members around the world, and any such catastrophic event could occur in areas where significant portions of our team members are located. Moreover, these conditions can affect the rate of software development operations solutions spending and could adversely affect our customers’ ability or willingness to attend our events or to purchase our services, delay prospective customers’ purchasing decisions or project implementation timing, reduce the value or duration of their subscription contracts, affect attrition rates, or result in requests from customers for payment or pricing concessions, all of which could adversely affect our future sales and operating results. As a result, we may experience extended sales cycles; our ability to close transactions with new and existing customers and partners may be negatively impacted; our ability to recognize revenue from software transactions we do close may be negatively impacted due to implementation delays or other factors; our demand generation activities, and the efficiency and effect of those activities, may be negatively affected. Recent macroeconomic conditions, including inflation, tariffs and volatile interest rates, have, and may continue to, put pressure on overall spending for our products and services, and may cause our customers to modify spending priorities or delay or abandon purchasing decisions, thereby lengthening sales cycles, and may make it difficult for us to forecast our sales and operating results and to make decisions about future investments. These and other potential effects on our business may be significant and could materially harm our business, operating results and financial condition. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our solutions, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. Additionally, all of the aforementioned risks may be further increased if we do not implement a disaster recovery plan or the disaster recovery plans we or our partners implement prove to be inadequate.
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GITLAB UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Key financial and other performance indicators during the year were as follows:
2026 2025 % Change Operating Costs £46,292,662 £35,155,769 32% Average staff 184 149 24% Each indicator is monitored by management and measured against budget as well as prior periods. The results show a profit of £3,012,277 for the year ended 31 January 2026 (2025: £10,823,050). The Company has net assets of £32,729,397 as per the balance sheet (2025: £22,482,987). Going concern After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue operations for the foreseeable future. The directors are not aware of any events likely to occur in the foreseeable future that may impact on the Company’s ability to continue as a going concern. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 January 2026. The directors have reached this conclusion having regard to circumstances which they consider may occur during a period of at least twelve months from the date of approval of the financial statements.
The directors are aware of their duty under section 172 of the Companies Act 2006 and have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members and key stakeholders.
In making decisions during the year, the directors had regard to the long-term consequences of those decisions, supporting the group's strategy of expanding platform adoption, increasing customer value, and investing in the capabilities required for sustainable long-term growth. The directors recognise that team members are central to the Company's success. GitLab's all-remote culture promotes collaboration, transparency, and inclusion. Team members are kept informed through regular communications and the publicly available GitLab Handbook, and receive competitive compensation and benefits packages tailored to local requirements. The Company maintains open and transparent relationships with its customers, suppliers and other business partners, seeking to ensure that contractual obligations are met, that payment terms are honoured, and that all dealings are conducted with integrity. The directors also have regard to the Company's broader responsibilities to the community and environment, supporting the group's sustainability objectives and its all-remote operating model, which minimises environmental impact. The directors are committed to maintaining high standards of business conduct and operate in compliance with all applicable laws and regulations. The Company is a wholly owned subsidiary and the directors act fairly in the interests of its member, while fulfilling their statutory duties. The board is satisfied that throughout the year ended 31 January 2026 it has had regard to the matters set out in section 172(1)(a) to (f) in its decision-making.
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GITLAB UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
This report was approved by the board and signed on its behalf.
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GITLAB UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their report and the financial statements for the year ended 31 January 2026.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
During the year the Company continued to carry out research and development activities on behalf of its ultimate parent company, GitLab Inc., focused on developing, enhancing and maintaining the DevSecOps platform and associated intellectual property.
The profit for the year, after taxation, amounted to £3,012,277 (2025 - £10,823,050).
Dividends of £nil (2025: £nil) were paid during the year. In respect of the year ended 31 January 2026, a distribution amounting to £22,293,230 (USD 30,000,000) was proposed on 20 August 2026.
The directors who served during the year were:
The Company expects to continue supporting the Group's growth strategy and investment in its DevSecOps platform.
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GITLAB UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
The Company did not make any disclosable political donations in the current financial period.
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies.
Engagement with Suppliers, Customers and Others
The directors have had regard to the need to foster the Company's business relationships with suppliers, customers and others in business relationships with the Company. The Company's customer success organisation manages relationships throughout the customer lifecycle to drive platform adoption and expansion, and customer outcomes are considered by management in the ongoing development of the group's platform and services. The Company also maintains relationships with a global partner ecosystem, including technology partners, resellers and system integrators, and seeks to ensure that all dealings with suppliers and business partners are conducted with transparency and integrity. Streamlined Energy and Carbon Reporting The Company has not included a detailed energy and carbon report as it qualifies as a low energy user. The Company’s total energy consumption for the reporting period was less than 40MWh.
Post balance sheet events
On 11 May 2026, GitLab Inc., the ultimate parent company of GitLab UK Limited, announced a company wide restructuring programme. The financial impact of this restructuring on the Company amounted to £922,609. Further details of the announcement are available at https://about.gitlab .com/blog/gitlab-act -2/. This is a non-adjusting post-balance sheet event and no adjustments have been made to the financial statements for the year ended 31 January 2026.
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GITLAB UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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GITLAB UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED
We have audited the financial statements of GitLab UK Limited (the 'Company') for the year ended 31 January 2026, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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GITLAB UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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GITLAB UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
∙We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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GITLAB UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GITLAB UK LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditor
Second Floor
NOW Building
Thames Valley Park
Berkshire
RG6 1RB
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GITLAB UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
REGISTERED NUMBER: 10353681
BALANCE SHEET
AS AT 31 JANUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 31 form part of these financial statements.
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GITLAB UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
GitLab UK Limited (the Company) is a company incorporated in the United Kingdom under the Companies Act.
The Company is a private company limited by shares, registered in England and Wales. The registered office is Suite 4, 7th Floor 50 Broadway, London, SW1H 0DB. The principal activity of the Company during the period under review was that of providing software distribution services, along with R&D services, for the ultimate parent company GitLab Inc.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of GitLab Inc. as at 31 January 2026 and these financial statements may be obtained from https://ir.gitlab.com/.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The Company has obtained a letter of support from GitLab, Inc., the ultimate parent company. The directors of GitLab Inc. have provided a commitment to provide any financial support which may be necessary in order that the Company can meet its liabilities, as they fall due, for the foreseeable future.
As a result the directors have continued to adopt the going concern basis in preparing these financial statements.
Functional and presentation currency
Transactions and balances
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Revenue is generated from offering self-managed (on-premise) and SaaS subscriptions as well as from professional services, including consulting and training. The Company performs low-risk routine activities related to R&D and software distribution services for its ultimate parent company, GitLab Inc. As per the Transfer Pricing agreements, for R&D services, the Company recharges its R&D costs plus an arm's length markup (7%) to GitLab Inc. For software distribution services, the Company either receives a marketing subsidy from or is charged by GitLab Inc. in order to maintain the operating profit at 2.5% of its sales revenue as stated in the Transfer Pricing agreement. Revenue from SaaS products (Subscription revenue - SaaS) is recognised ratably over the contract period when the performance obligation is satisfied. The license component of self-managed subscriptions reflects the revenue recognised by providing customers with rights to use proprietary software features. A portion of the transaction value is allocated to license revenue, which is recognised upfront when the software license is made available to our customer. Revenue for support and maintenance is recognised ratably over the contract period based on the stand-ready nature of these subscription elements. Revenue from professional services is recognised over the periods services are delivered. Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalised. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. We determine whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Revenue recognition For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price or SSP for each performance obligation. We use judgment in determining SSP for our products and services. To determine SSP, we maximise the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilise available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. Self-managed subscriptions include both (i) a right to use the underlying software and (ii) a right to receive post-contract customer support during the subscription term. Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. We have concluded that the right to use the software, which is recognised upon delivery of the license, and the right to receive technical support and software fixes and updates, which is recognised ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, we estimate the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, we determined the SSP allocation for each of our paid tiers across various subscription tenures. Accordingly, we have allocated up to 23% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these financial statements.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
3.Judgments in applying accounting policies (continued)
The ultimate parent company, GitLab Inc., has granted equity classified share-based awards to team members of GitLab UK Limited. The cost of share-based awards granted to team members is measured at the grant date, based on the fair value of the award. The ultimate parent company has elected to use the Black-Scholes option pricing model to determine the fair value of share options and ESPP. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common shares, the expected term of the option, the expected volatility of the price of the ultimate parent company's common shares, risk-free interest rates, and the expected dividend yield of the ultimate parent company's common shares. The assumptions used in the ultimate parent company's option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. In 2025, the Company revised its approach to amortising share-based compensation expense, transitioning from the graded-vesting method to the straight-line method. Under the previous graded-vesting method, the amortised share-based compensation expense for the financial years 2020 to 2024 amounted to £13,043,670. For this same period, under the straight-line method the expense would have been £7,082,404. In the prior year an adjustment was recorded in administrative expenses to account for this difference. This change reflects a revised accounting estimate and now aligns with the ultimate parent company’s method of expense recognition over the vesting period.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Analysis of turnover by country of destination:
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
11.Taxation (continued)
There has been no change to corporation tax rates for the financial year ended 31 January 2026. For the financial year ended 31 January 2026 the weighted average tax rate is 25% (31 January 2025 weighted average tax rate was 25%).
On 20 August 2026 a dividend of £22,293,230 (USD 30,000,000) was proposed. The dividend was satisfied by the partial assignment of the revolving loan receivable from GitLab Inc.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Other reserves
Profit and loss account
In 2015, the ultimate parent company, GitLab Inc, adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The options generally vest 25% upon completion of one year and then ratably over 36 months. Options generally expire ten years from the date of grant. All these options qualify as equity settled awards and contain no performance conditions.
In September 2021, in connection with the IPO, the board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options as well as the award of restricted stock awards (“RSU’s"). In September 2021, the board of directors and stockholders approved the 2021 Employee Stock Purchase Plan ("ESPP") to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognise stock-based expenses related to the shares to be issued under the ESPP on a straight line basis over the offering period. The ultimate parent company, GitLab Inc, has granted equity classified stock-based awards to team members of GitLab UK Limited. The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award.
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GITLAB UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £863,164 (2025: £709,046). Contributions totalling £224,571 (2025: £nil) were payable to the fund at the balance sheet date and are included in creditors.
GitLab, B.V., a company incorporated in the Netherlands, is considered to be the Company's immediate parent company.
GitLab, Inc., a company incorporated in the United States of America, is regarded by the directors as being the Company's ultimate parent company. The smallest and largest group in which the Company's financial statements are consolidated is GitLab, Inc. The registered office of GitLab Inc. is 286 Bush St #350, San Francisco, CA 94104, USA. Copies of the consolidated financial statements can be obtained from this address.
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