STOCK TITAN

GitLab (GTLB) insider Sytse Sijbrandij reports 54,300-share sale

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

Rhea-AI Filing Summary

GitLab Inc. director and 10% owner Sytse Sijbrandij reported insider transactions involving Class A and Class B shares. On 12/15/2025, a trust for his benefit converted 54,300 shares of Class B common stock into 54,300 shares of Class A common stock at an exercise price of $0. The trust then sold 53,600 Class A shares at a weighted average price of $38.94, and a further 700 Class A shares at a weighted average price of $39.60, through multiple trades within the stated price ranges.

After these transactions, the trust reported holding 0 Class A shares and 15,359,251 derivative securities relating to Class B common stock indirectly. The filing notes that the sales were executed under a pre-established Rule 10b5-1 trading plan entered into on 12/26/2024.

Positive

  • None.

Negative

  • None.
Insider Sijbrandij Sytse
Role Director, 10% Owner
Sold 54,300 shs ($2.11M)
Type Security Shares Price Value
Conversion Class B Common Stock 54,300 $0.00 --
Conversion Class A Common Stock 54,300 $0.00 --
Sale Class A Common Stock 53,600 $38.94 $2.09M
Sale Class A Common Stock 700 $39.60 $28K
Holdings After Transaction: Class B Common Stock — 15,359,251 shares (Indirect, By Trust); Class A Common Stock — 54,300 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 $38.52 to $39.46, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.53 to $39.69, inclusive.
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)
12/15/2025
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 12/15/2025 C 54,300 A $0(1) 54,300 I By Trust(2)
Class A Common Stock 12/15/2025 S(3) 53,600 D $38.94(4) 700 I By Trust(2)
Class A Common Stock 12/15/2025 S(3) 700 D $39.6(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) 12/15/2025 C 54,300 (1) (1) Class A Common Stock 54,300 (1) 15,359,251 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 $38.52 to $39.46, 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 $39.53 to $39.69, inclusive.
Remarks:
/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij 12/17/2025
** 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 insider transactions did GitLab (GTLB) disclose in this Form 4?

The filing reports that a trust for Sytse Sijbrandij, a director and 10% owner of GitLab Inc., converted 54,300 Class B shares into Class A shares and then sold 54,300 Class A shares on 12/15/2025.

How many GitLab (GTLB) shares were sold and at what prices?

The trust sold 53,600 Class A shares at a weighted average price of $38.94 per share and an additional 700 Class A shares at a weighted average price of $39.60 per share, in multiple trades within the disclosed price ranges.

Was the GitLab (GTLB) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the transactions were executed pursuant to a trading plan entered into by the reporting person, as sole trustee of the revocable trust, on 12/26/2024 in accordance with Rule 10b5-1.

What is the relationship of the reporting person to GitLab (GTLB)?

The reporting person, Sytse Sijbrandij, is listed as both a Director and a 10% Owner of GitLab Inc., with the reported securities held indirectly through the Sytse Sijbrandij Revocable Trust.

How many GitLab Class A and derivative securities does the trust hold after the transactions?

Following the reported transactions, the trust holds 0 shares of GitLab Class A common stock and 15,359,251 derivative securities relating to Class B common stock, all reported as indirectly owned.

How are GitLab (GTLB) Class B shares described in this filing?

Each share of GitLab Class B common stock is convertible into one share of Class A common stock at any time and will automatically convert upon certain transfers or specified events, including a 10-year period after the IPO and certain ownership thresholds.