GTLB Form 4: CFO Offloads 17K Shares for RSU Tax Withholding

Rhea-AI Filing Summary

GitLab Inc. (GTLB) – Form 4 insider transaction filed 18 Jun 2025

Chief Financial Officer Brian G. Robins reported the sale of 16,996 Class A shares on 16 Jun 2025. The disposition was coded “F”, meaning the shares were automatically sold to satisfy withholding taxes triggered by the vesting of restricted stock units (RSUs). The weighted-average sale price was $41.63 per share, with individual trades executed between $40.91 and $42.05. Following the tax-related sale, Robins continues to own 327,805 Class A shares directly, a figure that includes unvested RSUs and shares accumulated through the company’s Employee Stock Purchase Plan.

No derivative transactions were reported and there were no new option grants, exercises, or expirations in Table II. The filing indicates that the CFO remains an officer insider under Section 16 and the transaction was not made under a Rule 10b5-1 trading plan.

Key takeaways for investors:

• The sale represents roughly 5.2% of Robins’ stated direct holdings and appears purely tax-motivated, limiting potential negative signaling.
• Insider still retains a substantial equity position, aligning interests with shareholders.
• The narrow price range provides a market reference for recent liquidity in GTLB shares around the low-$40 level.

Positive

• CFO retains 327,805 shares, demonstrating continued alignment with shareholders after the transaction.
• Sale coded “F” indicates tax-withholding, reducing negative signaling typically associated with discretionary insider sales.

Negative

• 16,996 shares sold (≈5.2% of insider’s direct holdings) could be perceived as a bearish signal by some investors despite tax motivation.

Insights

Corporate Governance Expert

TL;DR: Tax-related sale; minimal governance concern.

The Form 4 discloses a routine "sell-to-cover" event tied to RSU vesting. Code F confirms the transaction was mandated for tax withholding, not discretionary profit-taking. Size is modest relative to the CFO’s remaining 328 k share stake, so incentive alignment remains intact. Because no 10b5-1 plan was used, timing scrutiny is possible, yet the sale coincides with a vesting event, reducing litigation risk. Governance impact is therefore neutral.

Portfolio Manager

TL;DR: Small insider sale, negligible valuation impact.

At ~$41.63 average, the $0.7 m gross proceeds equal <0.1% of GTLB’s market cap, so supply pressure is trivial. Insider sales often raise sentiment flags, but tax-driven mechanics mitigate the signal. The CFO’s post-sale holding of 327,805 shares (>$13 m) shows continued exposure. I view the event as non-impactful for investment thesis or liquidity.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROBINS BRIAN G

(Last) (First) (Middle)

C/O GITLAB INC.

(Street)

NOT APPLICABLE DE

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/16/2025		F		16,996(1)	D	$41.63(2)	327,805(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of GitLab Inc.'s Class A Common Stock sold to satisfy the reporting person's tax obligations arising as a result of the vesting of restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.91 to $42.05, inclusive. The Reporting Person undertakes to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

3. Includes shares of Class A Common Stock that have not yet vested. This also includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for Brian G. Robins	06/18/2025
	** 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 4 (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

How many GitLab (GTLB) shares did CFO Brian Robins sell?

He sold 16,996 Class A shares on 16 Jun 2025.

What was the average price of the GTLB insider sale?

The weighted-average price reported was $41.63, within a range of $40.91–$42.05.

Why were the GitLab shares sold by the CFO?

The shares were sold to cover tax obligations arising from RSU vesting, as indicated by transaction code “F.”

How many GTLB shares does the CFO own after the transaction?

Brian G. Robins now holds 327,805 Class A shares, including unvested RSUs and ESPP shares.

Was the transaction made under a Rule 10b5-1 plan?

No, the filing does not indicate that a Rule 10b5-1 trading plan was used.