GitLab (GTLB) risk factors, FY2026 10-K

Risks Related to Our Business and Financial Position

1. 01Our business and operations have experienced rapid growth, and if we do not appropriately and effectively manage future growth, if any, or are unable to improve our systems, processes and controls, our business, financial condition, results of operations, and prospects will be adversely affected
2. 02Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful56% rewritten
3. 03usage (or consumption) billing model. Our historical revenue growth should not be considered indicative of our future performance
4. 04We have a history of losses, anticipate increases in our operating expenses in the future, and may not achieve or sustain profitability on a consistent basis. If we cannot achieve and sustain profitability, our business, financial condition, and operating results may be adversely affected
5. 05Security and privacy breaches may hurt our business49% rewritten
6. 06with us. There can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damagesNew
7. 07We face heightened risk of security breaches because we use third-party open source technologies and incorporate a substantial amount of open source and community contributed code in our products
8. 08We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition52% rewritten
9. 09platforms, services or technologies maintain or achieve greater market acceptance than ours, if they are successful in bringing their products or services to market earlier than ours, or if their products, platforms or services are more technologically capable than ours, then our revenues could be adversely affectedNew
10. 10We may not be able to respond to rapid technological changes with new solutions, which could have a material adverse effect on our operating resultsNew
11. 11If our services fail to perform properly, whether due to material defects with the software or external issues, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims
12. 12The costs incurred in correcting any material defects, software “bugs” or errors might be substantial and could adversely affect our operating results90% rewritten
13. 13The market for our services is rapidly evolving with uncertain growth expectations which would adversely affect our future results and the trading price of our Class A common stock55% rewritten
14. 14may be forced to change or abandon our subscription based revenue model in order to compete with our competitors’ offeringsNew
15. 15Our operating results may fluctuate significantly, which could make our future results difficult to predict and could adversely affect the trading price of our Class A common stock26% rewritten
16. 16variables some of which are outside of our and our customers’ control, such as macroeconomic and general economic conditions, including inflation, tariffs, and volatile interest ratesNew
17. 17As our product offerings mature and expand, our pricing and packaging for new and existing products may result in customers purchasing products on terms less favorable to us in order to replace the products they currently purchase or subscribe for from us
18. 18We have implemented AI capabilities throughout GitLab’s services, including as part of the GitLab Duo suite of AI features. The technologies underpinning these features exist in a rapidly-evolving regulatory and commercial environment which presents regulatory, litigation, ethical, reputational, and financial risksNew
19. 19Accordingly, the implementation of generative AI technologies into our services may result in exposure to claims related to copyright infringement or other intellectual property misappropriationNew
20. 20Our AI features may also generate output or perform actions, as applicable, that are misleading, insecure, inaccurate, harmful, or otherwise flawed, which may harm our reputation, business, or customers, or expose us to legal liability51% rewritten
21. 21Transparency is one of our core values. While we will continue to prioritize transparency, we must also promote "responsible" transparency as transparency can have unintended negative consequences
22. 22The publicly available GitLab Handbook, or Handbook, may not be up to date or accurate, which may result in negative third-party scrutiny or be used in ways that adversely affects our business
23. 23Customers may choose to stay on our free self-managed or SaaS product offerings instead of converting into a paying customer
24. 24Failure to effectively expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our services50% rewritten
25. 25Customers may demand more customized configuration and integration services, or custom features and functions that we do not offer, which could adversely affect our business and operating results
26. 26If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs, requirements, or preferences, our services may become less competitive
27. 27Our channel partners may provide a poor experience to customers putting our brand or company growth at risk. Channel partners may deliver poor services or a poor selling experience delaying customer purchase or hurting the company brand
28. 28We track certain performance metrics with internal tools and data models and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
29. 29We rely to a significant degree on a number of independent open source contributors, to develop and enhance the open source technologies we use to provide our products and services61% rewritten
30. 30or inability to obtain or maintain trade secret protection or otherwise protect our proprietary rights could adversely affect our businessNew
31. 31We license many significant components of our software under permissive open source software licenses which grant licensees broad permissions to use, copy, modify, and distribute the covered software. Under these licenses, third parties are entitled to distribute and sell the covered software without payment to us
32. 32We are or may be the defendant in lawsuits or other claims that could cause us to incur substantial liabilities
33. 33We have been and could in the future be subject to securities class action litigation and shareholder derivative suits
34. 34We may engage in merger and acquisition activities and joint ventures, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results
35. 35If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected
36. 36Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and adversely impact our business
37. 37The termination of our relationship with our payment solutions providers could have a severe, negative impact on our ability to collect revenue from customers28% rewritten
38. 38with the PCI-DSS can subject us to fines, termination of banking relationships, and increased transaction fees. In addition, there is no guarantee that PCI-DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of payment card data or transaction informationNew
39. 39We are subject to various governmental export controls, trade sanctions, and import laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls78% rewritten
40. 40continue to evolve. Further, our products incorporating encryption functionality may be subject to special controls applying to encryption items and/or certain reporting requirementsNew
41. 41Failure to comply with anti-bribery, anti-corruption, anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences
42. 42A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks58% rewritten
43. 43One of our competitive advantages is our ability to provide users of our products and services with access to an abundance of useful, efficient, high-quality code which in turn depends on the quality and volume of code contributed by our open source contributors
44. 44Seasonality may cause fluctuations in our sales and results of operations
45. 45The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense

Risks Related to our People and Culture

1. 46We rely on our management team and other key team members and will need additional personnel to grow our business, and the loss of one or more key team members or our inability to hire, integrate, train and retain qualified personnel, could harm our business20% rewritten
2. 47Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed
3. 48We engage our team members in various ways, including direct hires, through PEOs and as independent contractors. As a result of these methods of engagement, we face certain challenges and risks that can affect our business, operating results, and financial condition
4. 49If we do not effectively hire, integrate, and train additional sales personnel, and expand our sales and marketing capabilities, we may be unable to increase our customer base and increase sales to our existing customers
5. 50We 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
6. 51Unfavorable media coverage could negatively impact our business
7. 52Our brand, reputation, and business may be harmed if our customers, partners, team members, contributors or the public at large disagrees with, or finds objectionable, our policies and practices or organizational decisions that we make or with the actions of members of our management team

Risks Related to Our International Operations

1. 53We plan to continue expanding our international operations which could subject us to additional costs and risks, and our continued expansion internationally may not be successful
2. 54We have a limited operating history in China and we face risks with respect to conducting business in connection with our joint venture in China due to certain legal, political, economic and social uncertainties relating to China. Our ability to monetize our joint venture in China may be limited
3. 55We are exposed to fluctuations in currency exchange rates and interest rates, which could negatively affect our results of operations and our ability to invest and hold our cash

Risks Related to Financial and Accounting Matters

1. 56As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq Global Select Market64% rewritten
2. 57We incur significant costs and devote management resources as a result of operating as a public company
3. 58We may in the future need to raise additional capital to grow our business, and we may not be able to raise capital on terms acceptable to us or at all. In addition, any inability to generate or obtain such capital may adversely affect our operating results and financial condition58% rewritten
4. 59Changes in tax laws or other tax guidance could adversely affect our effective tax rates, financial condition, and results of operations57% rewritten
5. 60We may have exposure to greater than anticipated tax liabilities
6. 61Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail

Risks Related to Ownership of Our Class A Common Stock

1. 62The market price of our Class A common stock may be volatile, and you could lose all or part of your investment
2. 63Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline20% rewritten
3. 64We cannot guarantee that our stock repurchase program will be fully consummated or that it will preserve or enhance long-term stockholder valueNew
4. 65The dual class structure of our common stock may adversely affect the trading market for our Class A common stock
5. 66If industry or financial analysts do not continue to publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline
6. 67We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock
7. 68Provisions in our organizational documents and under Delaware law could make an acquisition of us, which could be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management
8. 69Our restated certificate of incorporation and amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or team members
9. 70Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder
10. 71We 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