GitLab insider offloads 129K shares worth $5.5M – SEC filing

Rhea-AI Filing Summary

GitLab (NASDAQ:GTLB) filed a Form 4 revealing that director Matthew Jacobson, through several ICONIQ Strategic Partners funds, sold 129,400 Class A shares on 25 Jun 2025 at a weighted-average price of $42.32, generating roughly $5.5 million.

After the sale, the funds and Jacobson’s trust still hold ≈4.53 million shares. The disposition represents ≈2.9 % of the reported holdings; no derivative activity was disclosed. Individual trade prices ranged $42.13–$42.65, and Jacobson disclaims beneficial ownership beyond his pecuniary interest.

Positive

• None.

Negative

• Large insider sale: 129,400 shares (~$5.5 M) disposed at $42.32 average, trimming ICONIQ funds’ stake by ≈2.9 %.
• No disclosed Rule 10b5-1 trading plan, indicating discretionary timing by the insider.

Insights

Insider Transaction Analyst

Director sells $5.5M in shares—minor stake reduction but may hint at profit-taking; sentiment slightly negative.

The reported sale removes just under 130 k shares from Jacobson-affiliated funds, equal to 2.9 % of their 4.53 m-share position. Cash proceeds approximate $5.5 m, making the transaction large in dollars but modest relative to ownership. Trades executed near market levels suggest opportunistic liquidity, not distress. The filing shows no derivatives exercised and no indication of a 10b5-1 plan, implying discretionary timing. While insider selling can pressure sentiment, the remaining stake is still substantial, signalling continued alignment. Investors should watch for additional sales before drawing firm conclusions. Overall impact: modestly negative.

Portfolio Manager

Sale sizable in dollars yet sub-3 % of stake; market impact likely minimal.

ICONIQ entities continue to own over 4.5 m shares, so exposure to GitLab’s long-term thesis remains intact. The 129 k-share block equals roughly two days of average trading volume, suggesting limited supply shock. Absent accompanying corporate news, this appears to be routine portfolio rebalancing or fund distribution. Unless insider selling accelerates or other directors join in, I treat the event as noise rather than a strategic statement. Accordingly, I view the filing as neutral for long-term investors, though headline-sensitive traders may react briefly.

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)
06/25/2025

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	06/25/2025		S		48,704	D	$42.3232(1)	551,997	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	06/25/2025		S		80,696	D	$42.3232(1)	914,596	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 $42.13 to $42.65. 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. Includes an aggregate of 29,331 shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. 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	06/27/2025
	** 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 director Matthew Jacobson sell on 25 June 2025?

He sold 129,400 Class A shares through ICONIQ Strategic Partners funds.

What was the average sale price for the GTLB insider transaction?

The weighted-average price reported was $42.3232, with individual trades between $42.13 and $42.65.

What is the total dollar value of the shares sold by GitLab’s director?

At the reported average price, the sale equates to roughly $5.5 million.

How many GitLab shares does Matthew Jacobson still beneficially own after the sale?

The filing lists approximately 4.53 million shares still held across various ICONIQ entities and a personal trust.

What percentage of Jacobson’s holdings did the June 2025 sale represent?

The 129,400 shares sold equal about 2.9 % of the 4.53 million shares reported as beneficially owned.

Did the Form 4 indicate that the sale was made under a Rule 10b5-1 trading plan?

The form includes a 10b5-1 checkbox, but no selection was indicated; the filing does not state that the trade was under such a plan.