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Gitlab (GTLB) CEO William Staples granted large RSU and PSU awards

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Staples William reported acquisition or exercise transactions in this Form 4 filing.

Gitlab Inc. director and Chief Executive Officer William Staples reported equity awards consisting of restricted stock units and performance stock units tied to Class A Common Stock. He received 436,414 time-based RSUs, each representing one share, bringing his direct Class A Common Stock holdings to 781,065 shares, including unvested shares.

The RSUs vest over three years starting on June 15, 2026, with vesting scheduled on June 15, September 15, December 15, and March 15 each year, subject to continued service. He was also granted 469,263 and 290,943 performance stock units, each convertible into one share upon achievement of specified corporate performance metrics and continued service.

The PSU awards are shown at the target level of performance. One grant vests with one-third upon certification of performance criteria and the remaining two-thirds vesting quarterly over three years. Portions that fail to meet performance criteria on a vesting date will expire.

Positive

  • None.

Negative

  • None.
Insider Staples William
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 290,943 $0.00 --
Grant/Award Performance Stock Units 469,263 $0.00 --
Grant/Award Class A Common Stock 436,414 $0.00 --
Holdings After Transaction: Performance Stock Units — 290,943 shares (Direct, null); Class A Common Stock — 781,065 shares (Direct, null)
Footnotes (1)
  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 Quarterly Vesting Date. The RSUs shall be satisfied over a three-year period beginning June 15, 2026. "Quarterly Vesting Date" means each of June 15, September 15, December 15, and March 15. Includes shares of Class A Common Stock that have not yet vested. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock, subject to the achievement of certain performance criteria and the reporting person's continued service to the Company on each applicable vesting date following such achievement. The number of PSUs in this column represents the number of shares of Class A Common Stock the reporting person will receive assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board of Directors for this award. The PSUs will vest over 3 years with 1/3rd vesting upon certification of performance criteria and the remaining 2/3 will vest quarterly thereafter. If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire. The PSUs will vest in tranches upon certification of achievement of performance criteria for each tranche.
Time-based RSUs granted 436,414 units Each RSU equals one Class A Common share
Performance stock units grant 1 469,263 units Target-level PSUs tied to Class A Common Stock
Performance stock units grant 2 290,943 units Target-level PSUs tied to Class A Common Stock
Shares held after RSU grant 781,065 shares Direct Class A Common Stock holdings including unvested shares
Total acquire transactions 3 transactions All coded as grant, award, or other acquisition (A)
restricted stock units ("RSU") financial
"Represents a grant of time-based restricted stock units ("RSU"), with each RSU representing a contingent right"
Performance Stock Units financial
"security_title": "Performance Stock Units""
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Quarterly Vesting Date financial
"subject to the reporting person's continued service to the Company on each applicable Quarterly Vesting Date."
performance criteria financial
"subject to the achievement of certain performance criteria and the reporting person's continued service"
target level of the corporate performance metrics financial
"assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Staples William
(Last)(First)(Middle)
C/O GITLAB INC.
(Street)
NOT APPLICABLE DELAWARE
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/29/2026A436,414(1)A$0781,065(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(3)04/29/2026A290,943(4) (5) (6)Class A Common Stock290,943$0290,943D
Performance Stock Units(3)04/29/2026A469,263(4) (7) (6)Class A Common Stock469,263$0469,263D
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 Quarterly Vesting Date. The RSUs shall be satisfied over a three-year period beginning June 15, 2026. "Quarterly Vesting Date" means each of June 15, September 15, December 15, and March 15.
2. Includes shares of Class A Common Stock that have not yet vested.
3. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock, subject to the achievement of certain performance criteria and the reporting person's continued service to the Company on each applicable vesting date following such achievement.
4. The number of PSUs in this column represents the number of shares of Class A Common Stock the reporting person will receive assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board of Directors for this award.
5. The PSUs will vest over 3 years with 1/3rd vesting upon certification of performance criteria and the remaining 2/3 will vest quarterly thereafter.
6. If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire.
7. The PSUs will vest in tranches upon certification of achievement of performance criteria for each tranche.
Remarks:
/s/ Robin Schulman, Attorney-in-Fact for William Staples04/30/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Gitlab (GTLB) CEO William Staples report on this Form 4?

William Staples reported grants of 436,414 time-based restricted stock units and two performance stock unit awards of 469,263 and 290,943 units, each tied to Gitlab Class A Common Stock and representing a contingent right to receive one share per unit.

How do the new RSU awards for Gitlab (GTLB) CEO vest over time?

The 436,414 restricted stock units vest over three years beginning June 15, 2026. Vesting occurs on Quarterly Vesting Dates—June 15, September 15, December 15, and March 15—subject to William Staples’ continued service with Gitlab on each applicable vesting date.

What conditions apply to the performance stock units granted to Gitlab (GTLB) CEO?

Each performance stock unit converts into one Gitlab Class A share only if specific performance criteria are achieved and William Staples remains in service through the vesting dates. Portions tied to unmet performance criteria on a vesting date will expire rather than vest.

How many Gitlab (GTLB) shares does William Staples hold after the RSU grant?

Following the grant of 436,414 restricted stock units, William Staples is reported as directly holding 781,065 shares of Gitlab Class A Common Stock. This figure includes shares underlying RSUs that have not yet vested, as noted in the filing footnotes.

How are target levels used for Gitlab (GTLB) CEO performance stock units?

The number of performance stock units reported—469,263 and 290,943—reflects the Class A shares William Staples would receive if Gitlab achieves the target level of corporate performance metrics established by the board for each award.