GTLB Form 4: CEO William Staples Disposes 18.9k Shares for Tax Withholding

Rhea-AI Filing Summary

GitLab Inc. (GTLB) – Form 4 insider activity

CEO and Director William Staples reported a tax-related sale of 18,924 Class A shares on 06/16/2025 at a weighted-average price of $41.63 (price range $40.91-$42.05). The disposition covered withholding obligations arising from the vesting of a restricted-stock-unit (RSU) tranche.

After the transaction, Staples’ direct beneficial ownership stands at 363,424 Class A shares, which includes unvested RSUs. No derivative securities were acquired or disposed of, and no Rule 10b5-1 plan was indicated.

The filing is routine, reflects standard tax-withholding mechanics, and does not signal strategic changes in the executive’s long-term stake or GitLab’s fundamentals.

Positive

• None.

Negative

• CEO sold 18,924 shares worth approximately $0.79 million, marginally reducing direct ownership.

Insights

Securities Analyst

TL;DR: Small, tax-driven insider sale; no fundamental signal—neutral.

The 18,924-share sale (~$0.79 million) represents roughly 5.2 % of the CEO’s pre-sale holdings and is explicitly for RSU tax withholding. Remaining ownership of 363,424 shares keeps management’s economic alignment intact. Volume is immaterial versus GTLB’s average daily trading volume, so price impact is negligible. With no derivative positions involved and no 10b5-1 plan cited, the transaction is standard and non-indicative of operational outlook. I view the disclosure as informational only, with neutral investment impact.

Corporate Governance Expert

TL;DR: Routine compliance filing; governance stance unchanged—neutral impact.

The CEO met disclosure timelines, provided weighted-average price detail, and noted full price breakdown availability, illustrating transparency. Because the sale’s purpose is to satisfy statutory tax liabilities and leaves a significant residual stake, it does not weaken incentive alignment or raise governance red flags. No patterns of continuous selling are evident from this single filing. Therefore, the event is not impactful from a governance perspective.

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^*

Staples William

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		18,924(1)	D	$41.63(2)	363,424(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 (the "Company") Class A Common Stock sold to satisfy the reporting person's tax obligations arising as a result of the vesting of a portion of a restricted stock unit award.

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.

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for William Staples	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 CEO William Staples sell?

He sold 18,924 Class A shares on 06/16/2025.

What was the weighted-average sale price reported in the Form 4?

The weighted-average price was $41.63 per share, with trades between $40.91 and $42.05.

Why were the GitLab shares sold by the CEO?

The sale was conducted solely to cover tax obligations from the vesting of restricted stock units.

How many GitLab shares does the CEO still own after the transaction?

William Staples retains 363,424 Class A shares, including unvested RSUs.

Did the filing mention any derivative securities or 10b5-1 trading plans?

No; no derivative positions or Rule 10b5-1 plans were disclosed.