GitLab (GTLB) Form 4: CFO Sells Shares to Cover RSU Taxes

Rhea-AI Filing Summary

GitLab Inc. (GTLB) Form 4 summary: The reporting person, Brian G. Robins, Chief Financial Officer, reported a disposition of 19,177 shares of Class A Common Stock on 09/16/2025. The sale was to satisfy tax obligations from the vesting of restricted stock units and occurred at a weighted-average price of $49.80, with individual trade prices ranging from $49.01 to $50.44. Following the reported transaction, Mr. Robins beneficially owned 308,628 shares, which the filing notes includes shares that have not yet vested. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• Transparent disclosure of the reason for the sale (to satisfy tax obligations from RSU vesting)
• Detailed pricing range provided ($49.01 to $50.44) and offer to supply a per-trade breakdown upon request
• Substantial remaining beneficial ownership reported (308,628 shares), indicating continued stake in the company

Negative

• Reduction in holdings by 19,177 shares due to the sale
• Portion of reported ownership is unvested, which may be subject to future vesting conditions and not immediately liquid

Insights

Securities Analyst

TL;DR: Insider sold shares to cover taxes after RSU vesting; remaining ownership still substantial with unvested shares included.

The reported sale of 19,177 shares at a weighted-average price of $49.80 reflects a routine "sell-to-cover" tax payment tied to RSU vesting, explicitly stated in the filing. Such transactions are common among executives and do not by themselves indicate a change in company outlook. The reporting person still beneficially owns 308,628 shares, and the filing clarifies that this total includes unvested shares, which may restrict near-term liquidity. Transaction pricing spanned $49.01 to $50.44; the filer offers to provide a detailed breakdown on request, consistent with Form 4 disclosure norms.

Corporate Governance Expert

TL;DR: This is a compliance-focused disclosure showing tax-driven disposition; governance implications are routine and non-material as presented.

The Form 4 identifies the reporting person as the CFO and shows the shares were disposed to satisfy tax obligations from RSU vesting, an explicitly stated reason. The filing includes the precise number of shares sold and the weighted-average sale price, and it notes remaining beneficial holdings include unvested shares. From a governance perspective, the action is transparent and accompanied by required attestations; there is no indication of irregularity, insider trading pattern, or acceleration of share disposals in this single filing.

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).

1. Name and Address of Reporting Person^*

ROBINS BRIAN G

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		F		19,177(1)	D	$49.8(2)	308,628(3)	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 shares of GitLab Inc.'s Class A Common Stock sold to satisfy the reporting person's tax obligations arising as a result of the vesting of restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.01 to $50.44, 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.

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

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for Brian G. Robins	09/17/2025
	** 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 did Brian G. Robins report on the GTLB Form 4?

He reported a disposition of 19,177 Class A shares on 09/16/2025 to satisfy tax obligations from RSU vesting, at a weighted-average price of $49.80.

How many GTLB shares does the reporting person own after the transaction?

The filing shows beneficial ownership of 308,628 shares following the reported transaction; the filing notes this total includes unvested shares.

What price range did the reported GTLB share sales occur at?

Sales occurred at prices ranging from $49.01 to $50.44, with a reported weighted-average price of $49.80.

Why were the GTLB shares sold according to the Form 4?

The Form 4 explicitly states the shares were sold to satisfy the reporting person's tax obligations arising from RSU vesting.

Who signed the Form 4 for Brian G. Robins?

The Form 4 was signed by Robin Schulman, Attorney-in-Fact for Brian G. Robins on 09/17/2025.