GTLB Gitlab Inc. - 8-K

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).