GTLB Form 4: ICONIQ-Linked Director Discloses 233k Share Sale at ~$50.17

Rhea-AI Filing Summary

Matthew Jacobson, a director affiliated with ICONIQ Capital, reported sales of Class A common stock of GitLab Inc. (GTLB) on 09/19/2025. The filing shows four sale transactions totaling 233,382 shares sold at a weighted average price of $50.1654 (individual trade prices ranged from $50.00 to $50.40). The report lists multiple indirect holdings across ICONIQ-managed vehicles with post-transaction beneficial ownership amounts reported for various funds (examples include 14,207, 15,180, 14,337, and 23,756 shares) and discloses 587,050 shares held in a trust of which the reporting person is trustee, with disclaimers of beneficial ownership except to the extent of any pecuniary interest.

Positive

• Full compliance with Section 16 reporting: the Form 4 discloses transaction dates, quantities, and weighted average price.
• Detailed ownership structure disclosed: the filing explains ICONIQ GP/LP relationships and trust holdings, improving transparency about indirect holdings.

Negative

• Insider sales totaling 233,382 shares on 09/19/2025 at a weighted average price of $50.1654, which represents a monetization event by a director.
• Disclaimers of beneficial ownership for many holdings and for the trust mean the reporting person limits stated ownership, which may complicate interpretation of economic exposure.

Insights

Financial Analyst

TL;DR: Director sold a sizable block of GitLab shares at ~$50.17, reducing direct economic exposure while substantial holdings remain in ICONIQ vehicles.

The filing documents four sales on 09/19/2025 totaling 233,382 Class A shares at a weighted average price of $50.1654, with trade prices between $50.00 and $50.40. The reporting structure shows extensive indirect holdings through multiple ICONIQ Strategic Partners funds and a trust holding 587,050 shares for which the reporting person disclaims beneficial ownership except for pecuniary interest. For investors, this is a clear insider liquidity event; it is not accompanied by additional firm disclosures about intent or other changes in control.

Corporate Governance Expert

TL;DR: Form 4 is a routine disclosure of insider sales by a director with layered ownership through investment vehicles and a trustee-held trust.

The report appropriately identifies the reporting person, relationship (director), and provides explanatory notes describing GP/LP structures and disclaimers of beneficial ownership. The layered ICONIQ ownership and trustee-held shares are disclosed with clarifying footnotes. From a governance perspective, the filing meets Section 16 transparency requirements but does not explain strategic rationale behind the sales.

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)
09/19/2025

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	09/19/2025		S		49,134	D	$50.1654(1)	14,207	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	09/19/2025		S		52,501	D	$50.1654(1)	15,180	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	09/19/2025		S		49,587	D	$50.1654(1)	14,337	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/19/2025		S		82,160	D	$50.1654(1)	23,756	I(2)(3)(4)	By ICONIQ Strategic Partners IV-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								587,050	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 $50.00 to $50.40. 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. 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	09/23/2025
	** 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 Matthew Jacobson report for GTLB on 09/19/2025?

The Form 4 reports four sales totaling 233,382 Class A shares at a weighted average price of $50.1654 (trade prices ranged $50.00–$50.40).

How much beneficial ownership does the filing show after the transactions?

The filing lists various post-transaction indirect holdings across ICONIQ funds (examples: 14,207, 15,180, 14,337, 23,756) and a trust holding of 587,050 shares for which the reporting person disclaims beneficial ownership except for any pecuniary interest.

What is the relationship between the reporting person and the ICONIQ funds?

The filing explains that ICONIQ Strategic Partners GP entities are general partners of the listed funds and that the reporting person is an equity holder in parent GP entities alongside named individuals, outlining the GP/LP ownership chain.

Does the Form 4 state the reason for the sales?

No. The Form 4 discloses the sales, prices and ownership details but does not state a reason or provide an explanation of intent for the transactions.

Are the trust-held shares considered owned by the reporting person?

The filing states the shares are held in a trust of which the reporting person is trustee and expressly disclaims beneficial ownership for Section 16 purposes except to the extent of any pecuniary interest.