GTLB Form 4: CLO Robin Schulman’s tax-related sale of 7k shares

Rhea-AI Filing Summary

GitLab Inc. (GTLB) – Form 4 insider transaction

Chief Legal Officer & Corporate Secretary Robin Schulman reported the sale of 7,094 Class A shares on 16 June 2025 at a weighted-average price of $41.63. According to the footnotes, the shares were automatically sold to satisfy tax withholding related to the vesting of a restricted stock-unit (RSU) grant. Prices for the individual trades ranged between $40.91 and $42.05.

Following the transaction, Schulman’s beneficial ownership stands at 153,888 Class A shares, a figure that includes unvested RSUs and shares accumulated under the company’s Employee Stock Purchase Plan. No derivative securities were acquired or disposed of, and no 10b5-1 trading plan was indicated.

The Form 4, filed on 18 June 2025, reflects a routine tax-related disposition rather than an open-market reduction of the executive’s core holdings. The reported sale represents roughly 4.6% of the insider’s post-transaction stake and an immaterial fraction of GitLab’s float, limiting its direct market impact.

Positive

• Insider retains a substantial 153,888-share position, maintaining alignment with shareholder interests.

Negative

• Chief Legal Officer sold 7,094 shares, an insider sale that some investors may view cautiously even though it was tax-related.

Insights

Financial Analyst

TL;DR: Routine tax-related sale, negligible float impact, insider retains large stake.

The 7,094-share sale equates to roughly US$295k in gross proceeds and less than 0.2% of GitLab’s ~75 million Class A shares outstanding. Because the disposition was explicitly to cover RSU tax obligations, it does not signal a change in management’s outlook. Schulman still controls ~154k shares, preserving alignment with shareholders. From a liquidity standpoint, the volume is immaterial and unlikely to pressure near-term trading dynamics. I view the filing as neutral for the investment thesis.

Corporate Governance Specialist

TL;DR: Compliance disclosure, no 10b5-1 plan, minimal governance concern.

The filing demonstrates timely Section 16 compliance. While the box for a Rule 10b5-1 plan is unchecked, the motivation—tax withholding—reduces any appearance of opportunistic selling. Schulman’s remaining equity stake continues to provide incentive alignment. There are no red flags regarding undisclosed derivative positions or concentrated disposals by multiple insiders. Overall governance impact is neutral.

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^*

Schulman Robin

(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 Legal Officer & Corp Sec

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		7,094(1)	D	$41.63(2)	153,888(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. This also includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.

Remarks:

	/s/ Robin Schulman	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 Robin Schulman sell?

The Form 4 reports a sale of 7,094 Class A shares.

What was the average sale price for the shares?

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

Why were the shares sold?

According to the filing, the shares were sold to cover tax obligations triggered by RSU vesting.

How many GitLab shares does the insider still own after the sale?

Schulman now beneficially owns 153,888 Class A shares, including unvested RSUs and ESPP shares.

When was the Form 4 for GitLab filed with the SEC?

The document was filed on 18 June 2025.