GTLB Form 4: Routine 4.9K-Share RSU Grant to Director David Henshall

Rhea-AI Filing Summary

GitLab Inc. (GTLB) – Form 4 insider filing

On 20 June 2025, director David J. Henshall filed a Form 4 reporting the receipt of 4,906 Class A restricted stock units (RSUs) awarded as part of the company’s annual compensation program for non-employee board members. The RSUs were coded “A” (acquisition) and carry a grant price of $0 because they represent equity compensation rather than an open-market purchase.

Vesting schedule: The RSUs will fully vest on the earlier of (1) the date of the 2026 annual meeting or (2) one year from the 20 June 2025 grant date, provided the director continues to serve. Each vested RSU converts into one share of GitLab Class A common stock.

Post-transaction holdings: After the award, Henshall’s beneficial ownership stands at 10,324 Class A shares, a figure that includes unvested RSUs. No derivative securities were reported, and there were no sales or disposals of GitLab shares in this filing.

Investor context: The transaction is routine and does not materially impact GitLab’s share count or capital structure. It simply aligns director incentives with long-term shareholder value and signals continued board engagement. Because the volume is immaterial relative to GitLab’s outstanding shares, the filing is generally viewed as neutral from a market-moving perspective.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; 4,906 shares added, total now 10,324—no sales, neutral impact on GTLB valuation.

The filing confirms GitLab’s standard non-employee director compensation policy. The award size is modest versus GitLab’s multi-hundred-million share base and involves no cash outlay or open-market buying. It marginally increases insider alignment but does not signal strategic change, liquidity needs, or operational insight. Therefore, market impact is negligible and should not influence valuation models or trading strategies.

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^*

HENSHALL DAVID J

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		4,906(1)	A	$0	10,324(2)	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 an annual grant of restricted stock units ("RSUs") for non-employee board service. Each RSU represents a right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock upon vesting. The shares underlying the RSUs will fully vest on the earlier of (1) the date of the following year's annual meeting of the Company's stockholders and (2) the date that is one year following the date of grant (the "Vesting Date"), subject to the reporting person's continued service to the Company on the applicable Vesting Date.

2. Includes shares of Class A Common Stock that have not yet vested.

Remarks:

	/s/ Robin Schulman, Attorney-in-fact for David J. Henshall	06/23/2025
	** 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 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 David J. Henshall acquire?

He received 4,906 Class A RSUs on 20 June 2025.

What is the vesting schedule for the newly granted RSUs?

They fully vest on the earlier of the 2026 annual meeting or one year after the 20 June 2025 grant.

Did the director sell any GitLab shares in this Form 4?

No—no disposals or sales were reported; the filing only records an acquisition.

What is David J. Henshall’s total beneficial ownership after the transaction?

He beneficially owns 10,324 Class A shares, including unvested RSUs.

Does this insider transaction materially impact GitLab’s share count?

No, the grant is immaterial relative to GitLab’s total shares outstanding and has no material dilution effect.