James Shen Files Form 3 as Interim CFO — 46,663 RSUs; Option for 4,167 Shares

Rhea-AI Filing Summary

James Shen filed an Initial Statement of Beneficial Ownership (Form 3) reporting ownership in GitLab Inc. (GTLB). The filing shows 46,663 shares of Class A Common Stock beneficially owned, comprised of vested and unvested restricted stock units (RSUs) that continue to vest for up to four years. Mr. Shen also holds a fully vested option to purchase 4,167 shares of Class B Common Stock with an exercise price of $17.82, exercisable through 03/18/2031. The filing indicates Mr. Shen serves as an officer of the company in the role of Interim CFO. The Form 3 is dated for the triggering event on 09/20/2025 and was signed on 09/23/2025 by an attorney-in-fact.

Positive

• Disclosed officer role: Filing states the reporting person is the Interim CFO.
• Equity alignment: 46,663 RSUs that vest over time align the reporting person's interests with the company.
• Vested option documented: Fully vested option to buy 4,167 Class B shares at $17.82 with a 03/18/2031 exercisability date.

Negative

• No material stake: Reported holdings do not indicate a large or controlling ownership position.
• No transactions reported: Form 3 shows current holdings only; it does not disclose any recent purchases or sales that would signal insider trading activity.

Insights

Financial Analyst

TL;DR: Initial ownership disclosure shows modest equity alignment through RSUs and a small vested option, likely neutral for valuation.

The filing documents 46,663 Class A shares via RSUs and a fully vested option for 4,167 Class B shares at $17.82. These amounts represent personal equity compensation and do not indicate a material ownership stake relative to a typical public company float. The RSUs vest over up to four years, which aligns the officer's incentives with continued service. There is no disclosed sale, purchase, or large transfer of shares in this form that would indicate a change in control or a material shift in insider ownership.

Corporate Governance Expert

TL;DR: Form 3 appropriately discloses officer holdings and a vested option; governance implications are routine and non-material.

The document lists the reporting person as Interim CFO and provides required Section 16 disclosures: 46,663 Class A shares (RSUs) and a fully vested option for 4,167 Class B shares exercisable until 03/18/2031. The signature by an attorney-in-fact is noted. All items required for an initial beneficial ownership filing are present; the scale of holdings shown does not by itself indicate governance control or a reportable beneficial ownership threshold breach.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Shen James

(Last) (First) (Middle)

C/O GITLAB INC.

(Street)

NOT APPLICABLE DE

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2025

3. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	46,663(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy Class B Common Stock)	(2)	03/18/2031	Class B Common Stock	4,167	$17.82	D

Explanation of Responses:

1. This number represents vested and unvested restricted stock units ("RSUs"), with each RSU representing a contingent right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock subject to the reporting person's continued service to the Company on each applicable vesting date. Includes RSUs that will continue to vest for up to 4 years.

2. This award originally represented an option to purchase 20,000 shares, of which 15,833 options have been exercised. The option grant is fully vested.

Remarks:

	/s/ Rashmi Chachra, Attorney-in-Fact for James Shen	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did James Shen report on the Form 3 for GitLab (GTLB)?

The Form 3 reports 46,663 shares of Class A Common Stock (RSUs) and a fully vested option for 4,167 Class B shares at $17.82.

When was the event requiring the Form 3 reported?

The triggering event date reported is 09/20/2025, and the filing was signed on 09/23/2025.

What officer position does the filing list for James Shen?

The filing lists James Shen as an Interim CFO of GitLab Inc.

Are the RSUs immediately vested or do they continue to vest?

The 46,663 RSUs include vested and unvested units and are stated to continue vesting for up to 4 years.

What are the terms of the reported stock option?

The option is fully vested, covers 4,167 Class B shares, has an exercise price of $17.82, and is exercisable through 03/18/2031.