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GTLB Form 4: Director sells 108,600 shares; trust still holds 16M+ shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Sytse Sijbrandij, GitLab Inc. (GTLB) director and 10% owner, reported transactions on 08/18/2025 involving Class A and Class B common stock held in his revocable trust. The filing shows a Code C acquisition of 108,600 shares of Class B common stock (convertible into Class A) at $0 and three sales under a Rule 10b5-1 trading plan: 32,258 Class A shares sold at a weighted average $44.32, 69,929 sold at $45.47, and 6,413 sold at $45.98. After these transactions the trust holds 16,051,072 Class A-equivalent shares in total and 76,342 Class A shares directly.

Positive

  • Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established trading and potential compliance with insider trading rules
  • Conversion recorded (Code C) of 108,600 Class B shares into Class A-equivalents, consistent with disclosed convertibility terms
  • Substantial beneficial ownership retained by the Sytse Sijbrandij Revocable Trust: 16,051,072 Class A-equivalent shares

Negative

  • Insider sold 108,600 Class A-equivalent shares in multiple transactions, reducing the trust's direct Class A share count to 76,342
  • Sales executed at weighted-average prices between $44.32 and $45.98, representing realized dispositions of insider-held stock

Insights

TL;DR: Insider executed a Rule 10b5-1 plan sale and a conversion of Class B stock, maintaining substantial trust ownership.

The transaction mix — a Code C entry for 108,600 Class B shares and multiple Code S sales executed under a 10b5-1 plan — indicates planned, pre-established disposition rather than opportunistic trading. The report discloses weighted-average sale prices and confirms the securities are held by a revocable trust with the reporting person as sole trustee. The filing is complete and conforms to Section 16 reporting norms.

TL;DR: Material volume of shares sold but the reporting person retains a large beneficial stake in the company.

The sales total 108,600 Class A-equivalent shares executed at weighted-average prices between $44.32 and $45.98. Simultaneously, the conversion/acquisition of 108,600 Class B shares (convertible to Class A) is recorded, and the trust is reported to beneficially own 16,051,072 Class A-equivalent shares after the transactions. All transactions are attributed to the trust and documented as pursuant to a 10b5-1 trading plan dated December 26, 2024.

Insider Sijbrandij Sytse
Role Director, 10% Owner
Sold 108,600 shs ($4.90M)
Type Security Shares Price Value
Conversion Class B Common Stock 108,600 $0.00 --
Conversion Class A Common Stock 108,600 $0.00 --
Sale Class A Common Stock 32,258 $44.32 $1.43M
Sale Class A Common Stock 69,929 $45.47 $3.18M
Sale Class A Common Stock 6,413 $45.98 $295K
Holdings After Transaction: Class B Common Stock — 16,051,072 shares (Indirect, By Trust); Class A Common Stock — 108,600 shares (Indirect, By Trust)
Footnotes (1)
  1. Each share of the Issuer's Class B common stock (the "Class B Stock") is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the date of the Issuer's initial public offering ("IPO"), (ii) the death or disability of the Reporting Person, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Stock (including shares of Class B Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Stock. These securities are held by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the Reporting Person is the sole trustee. This transaction was executed pursuant to a trading plan entered into by the reporting person, as the sole trustee of the Sytse Sijbrandij Revocable Trust dated February 21, 2019, on December 26, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.83 to $44.80, 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 4, footnote 5, and footnote 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.87 to $45.86, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.87 to $46.28, inclusive.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
Sijbrandij Sytse
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
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 08/18/2025 C 108,600 A $0(1) 108,600 I By Trust(2)
Class A Common Stock 08/18/2025 S(3) 32,258 D $44.32(4) 76,342 I By Trust(2)
Class A Common Stock 08/18/2025 S(3) 69,929 D $45.47(5) 6,413 I By Trust(2)
Class A Common Stock 08/18/2025 S(3) 6,413 D $45.98(6) 0 I By Trust(2)
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
Class B Common Stock (1) 08/18/2025 C 108,600 (1) (1) Class A Common Stock 108,600 (1) 16,051,072 I By Trust(2)
Explanation of Responses:
1. Each share of the Issuer's Class B common stock (the "Class B Stock") is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the date of the Issuer's initial public offering ("IPO"), (ii) the death or disability of the Reporting Person, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Stock (including shares of Class B Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Stock.
2. These securities are held by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the Reporting Person is the sole trustee.
3. This transaction was executed pursuant to a trading plan entered into by the reporting person, as the sole trustee of the Sytse Sijbrandij Revocable Trust dated February 21, 2019, on December 26, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.83 to $44.80, 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 4, footnote 5, and footnote 6.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.87 to $45.86, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.87 to $46.28, inclusive.
Remarks:
/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij 08/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did GitLab (GTLB) insider Sytse Sijbrandij report on 08/18/2025?

He reported a Code C acquisition of 108,600 Class B shares (convertible to Class A) and three Code S sales totaling 108,600 Class A-equivalent shares sold at weighted-average prices of $44.32, $45.47, and $45.98.

Were the sales by Sytse Sijbrandij part of a planned trading program?

Yes. The filing states the sales were executed pursuant to a Rule 10b5-1 trading plan entered on December 26, 2024.

How many GitLab shares does the reporting trust hold after these transactions?

The Sytse Sijbrandij Revocable Trust is reported to beneficially own 16,051,072 Class A-equivalent shares after the transactions.

What is the nature of the Class B shares mentioned in the Form 4?

Each Class B share is convertible into one Class A share at any time and converts automatically upon certain transfers or specified events, as described in the filing.

Who signed the Form 4 filing for Sytse Sijbrandij?

/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij with a filing date of 08/19/2025.