STOCK TITAN

GitLab (GTLB) director’s trust converts and sells 54,300 Class A shares

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

Rhea-AI Filing Summary

GitLab Inc. director and major shareholder Sytse Sijbrandij, acting through the Sytse Sijbrandij Revocable Trust, converted 54,300 shares of Class B common stock into Class A common stock and sold 54,300 Class A shares under a pre-arranged Rule 10b5-1 trading plan.

The trust sold 51,300 Class A shares at a weighted average price of $28.36 (with individual trades from $27.91 to $28.90) and 3,000 shares at $29.18 (with trades from $28.99 to $29.51). Following these transactions, the trust held 15,250,651 Class B shares and no Class A shares.

Positive

  • None.

Negative

  • None.
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)
02/17/2026
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 02/17/2026 C 54,300 A $0(1) 54,300 I By Trust(2)
Class A Common Stock 02/17/2026 S(3) 51,300 D $28.36(4) 3,000 I By Trust(2)
Class A Common Stock 02/17/2026 S(3) 3,000 D $29.18(5) 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) 02/17/2026 C 54,300 (1) (1) Class A Common Stock 54,300 (1) 15,250,651 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 $27.91 to $28.90, 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 and footnote 5.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.99 to $29.51, inclusive.
Remarks:
/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij 02/18/2026
** 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 GitLab (GTLB) report for Sytse Sijbrandij?

GitLab reported that the Sytse Sijbrandij Revocable Trust converted 54,300 Class B shares into Class A and then sold 54,300 Class A shares. All actions were indirect holdings associated with Sijbrandij as sole trustee of the revocable trust.

Were the GitLab (GTLB) insider share sales made under a 10b5-1 plan?

Yes. The filing states the sales were executed under a trading plan entered on December 26, 2024 under Rule 10b5-1. Such plans allow pre-arranged transactions, providing structure and reducing discretion over the timing of insider sales.

At what prices were the GitLab (GTLB) shares sold by the trust?

The trust sold 51,300 Class A shares at a weighted average price of $28.36, with individual trades from $27.91 to $28.90, and 3,000 shares at $29.18, with trades from $28.99 to $29.51.

How many GitLab (GTLB) shares does the trust hold after these transactions?

After the reported transactions, the Sytse Sijbrandij Revocable Trust held 15,250,651 shares of GitLab Class B common stock and no Class A shares. These holdings are reported as indirect ownership by Sijbrandij through his role as sole trustee of the trust.

What conversion of GitLab (GTLB) shares occurred in this Form 4 filing?

The trust converted 54,300 shares of GitLab Class B common stock into 54,300 shares of Class A common stock. Each Class B share is convertible into one Class A share, and the conversion was reported as a derivative security conversion transaction.

Who is the reporting person in this GitLab (GTLB) Form 4 and how are shares held?

The reporting person is Sytse Sijbrandij, identified as a director and ten percent owner. The reported shares are held indirectly through the Sytse Sijbrandij Revocable Trust, dated February 21, 2019, for which he serves as the sole trustee.
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