GitLab Insider Sale: ICONIQ-Linked Director Disposes 143,205 GTLB Shares

Rhea-AI Filing Summary

Matthew Jacobson, a director affiliated with ICONIQ Capital, reported sales of GitLab Inc. (GTLB) Class A common stock on 09/08/2025. The Form 4 discloses two disposals executed that day: 53,899 shares and 89,306 shares sold at a weighted-average price of $46.7965 per share (prices ranged from $46.465 to $47.18). The filing lists multiple indirect holdings through ICONIQ-affiliated funds and entities, each showing post-transaction beneficial ownership balances (for example, 498,098, 825,290, 493,554, and others by fund). The report is signed by Jacobson on 09/10/2025. No derivative transactions are reported on this form.

Positive

• Timely disclosure of insider transactions with signature dated 09/10/2025
• Detailed ownership breakdown showing indirect holdings through ICONIQ entities
• Price range disclosure provided and weighted-average sale price reported

Negative

• Director-affiliated sales of 143,205 Class A shares on 09/08/2025 may be viewed negatively by some investors
• Complex indirect ownership may reduce clarity on individual economic exposure despite disclaimers

Insights

Securities Analyst

TL;DR: Director-affiliated sales were disclosed; transactions appear routine and were filed timely.

The Form 4 documents two separate sales on 09/08/2025 totaling 143,205 Class A shares sold at a weighted-average price of $46.7965. The filing clarifies that numerous holdings are held indirectly through ICONIQ-managed funds and that the reporting person disclaims beneficial ownership except for any pecuniary interest. For investors, the notable items are the quantity sold and the explicit listing of post-transaction beneficial ownership balances across multiple ICONIQ vehicles. The disclosure is specific about price ranges and provides to-the-SEC availability of breakouts by price. Overall, the filing is factual and procedural.

Corporate Governance Expert

TL;DR: Ownership structure and disclaimers are clearly described; sales are reported under Section 16 requirements.

The report details the complex ownership chain among ICONIQ Strategic Partners entities and related general partner structures, and includes standard disclaimers that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest. The Form 4 also notes a trust holding (reported as 551,618 shares held by a trust for which the reporting person is trustee) with a disclaimer of beneficial ownership. The filing satisfies Section 16 transparency by itemizing post-transaction holdings and providing explanatory notes about the weighted-average sale price and ownership relationships.

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^*

Jacobson Matthew

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

50 BEALE ST., STE. 2300

(Street)

SAN FRANCISCO CA 94105

(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)
09/08/2025

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	09/08/2025		S		53,899	D	$46.7965(1)	498,098	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/08/2025		S		89,306	D	$46.7965(1)	825,290	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock								493,554	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock								527,367	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock								58,428	I(2)(3)(4)	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock								132,980	I(2)(3)(4)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock								429,104	I(2)(3)(4)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock								535,503	I(2)(3)(4)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock								334,827	I(2)(3)(4)	By ICONIQ Investment Holdings, LP
Class A Common Stock								551,618	D(5)

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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.465 to $47.18. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

2. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ Strategic Partners III, L.P. ("ICONIQ III") and ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") and ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ Strategic Partners V, L.P. ("ICONIQ V") and ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP.

3. (continued) ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI") and ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment Holdings, LP ("ICONIQ Investment"). Divesh Makan ("Makan") is the sole member of ICONIQ Investment GP. Makan and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and the Reporting Person are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP.

4. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. The shares are held by the Reporting Person through a trust of which he is a trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Matthew Jacobson	09/10/2025
	** 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

What insider transactions did Matthew Jacobson report for GTLB?

The Form 4 reports that Matthew Jacobson sold 53,899 and 89,306 shares of Class A common stock on 09/08/2025, totaling 143,205 shares at a weighted-average price of $46.7965.

How many shares were sold and at what price in the GTLB Form 4?

A total of 143,205 Class A shares were sold on 09/08/2025 at a weighted-average price of $46.7965; individual sale prices ranged from $46.465 to $47.18.

Does the filing show remaining holdings after the sales?

Yes. The Form 4 lists post-transaction beneficial ownership balances for multiple ICONIQ-affiliated entities (examples include 498,098, 825,290, 493,554, and others).

Are there any derivative transactions reported in this Form 4 for GTLB?

No derivative securities are reported in Table II of this Form 4.

When was the Form 4 signed and filed?

The Form 4 is signed by Matthew Jacobson on 09/10/2025.