GTLB Form 4: 11,330 RSUs Awarded to Interim CFO James Shen

Rhea-AI Filing Summary

James Shen, Interim CFO of GitLab Inc. (GTLB), received a grant of 11,330 time-based restricted stock units (RSUs) that vest over two years, with 1/8 of the grant vesting on each quarterly vesting date beginning December 15, 2025. Each RSU represents the contingent right to one share of Class A common stock subject to continued service. After the grant, Shen is reported to beneficially own 57,993 shares of Class A common stock, including unvested shares. The Form 4 discloses this compensation-related equity award and that the filing was submitted by a single reporting person.

Positive

• Executive alignment: Grant of 11,330 RSUs ties interim CFO compensation to company performance through time-based vesting
• Transparent disclosure: Form 4 reports acquisition code, vesting schedule, and resulting beneficial ownership of 57,993 shares

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: A standard time-based RSU award to an executive aligns incentives but appears routine in size relative to the reported holdings.

The reported grant of 11,330 RSUs vests over two years with quarterly vesting beginning December 15, 2025, which aligns the interim CFO's interests with shareholder performance over a multi-quarter horizon. The disclosure shows total beneficial ownership of 57,993 Class A shares, indicating the award is a meaningful but not unusually large addition to existing holdings. This Form 4 is a routine compensation disclosure rather than a liquidity or insider-sale event.

Securities Compliance Specialist

TL;DR: The filing properly documents a time-based RSU grant and beneficial ownership; no compliance issues apparent from the text.

The Form 4 lists the reporting person as the interim CFO and indicates the RSUs are contingent on continued service with specified quarterly vesting dates. Transaction code 'A' (acquisition) is used and the price is reported as $0 consistent with RSU grants. The signature was provided via attorney-in-fact. Based solely on the disclosed items, the form meets Section 16 reporting requirements for an equity award.

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^*

Shen James

(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)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

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	09/20/2025		A		11,330(1)	A	$0	57,993(2)	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 a grant of time-based restricted stock units ("RSU"), with each RSU representing a contingent right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock subject to the reporting person's continued service to the Company on each applicable vesting date. The RSUs shall be satisfied over a two-year period, 1/8 of the grant shall vest on each Quarterly Vesting Date beginning December 15, 2025. "Quarterly Vesting Date" means each of December 15, March 15, June 15, and September 15.

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

Remarks:

	/s/ Rashmi Chachra, Attorney-in-Fact for James Shen	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 did James Shen (Interim CFO) receive according to the Form 4 for GTLB?

The Form 4 reports a grant of 11,330 time-based RSUs, each representing a right to one share of Class A common stock subject to vesting.

How do the RSUs granted to James Shen vest?

The RSUs vest over a two-year period with 1/8 of the grant vesting on each quarterly vesting date beginning December 15, 2025; quarterly dates are December 15, March 15, June 15, and September 15.

What is James Shen's total reported beneficial ownership after the grant?

The Form 4 reports 57,993 shares of Class A common stock beneficially owned following the reported transaction, including unvested shares.

Was the RSU grant reported as an acquisition and was a price disclosed?

Yes, the transaction is coded as an acquisition ('A') and the RSUs are reported with a $0 price, consistent with restricted stock unit awards.

Who filed the Form 4 for James Shen?

The filing indicates it was submitted by one reporting person and the signature on the form is by an attorney-in-fact for James Shen.