GitLab (GTLB) trust converts Class B and sells Class A under 10b5-1 plan

Rhea-AI Filing Summary

GitLab Inc. director and 10% owner Sytse Sijbrandij, through the Sytse Sijbrandij Revocable Trust, reported a planned conversion and sale of GitLab shares. On January 14, 2026, the trust 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 same day, the trust sold 44,249 Class A shares at a weighted average price of $35.85 and a further 10,051 Class A shares at a weighted average price of $36.43, leaving no Class A shares held by the trust after these sales.

The filing notes that these transactions were executed under a Rule 10b5-1 trading plan entered into on December 26, 2024. Following the conversion, the trust continues to beneficially own 15,304,951 shares of Class B common stock, which are convertible into an equal number of Class A shares under specified conditions.

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)
01/14/2026

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	01/14/2026		C		54,300	A	$0(1)	54,300	I	By Trust(2)
Class A Common Stock	01/14/2026		S(3)		44,249	D	$35.85(4)	10,051	I	By Trust(2)
Class A Common Stock	01/14/2026		S(3)		10,051	D	$36.43(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)	01/14/2026		C			54,300	(1)	(1)	Class A Common Stock	54,300	(1)	15,304,951	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 $35.25 to $36.24, 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 $36.25 to $36.71, inclusive.

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij	01/15/2026
	** 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 transaction did GitLab (GTLB) disclose in this Form 4?

The filing reports that the Sytse Sijbrandij Revocable Trust, for which GitLab director and 10% owner Sytse Sijbrandij is sole trustee, converted 54,300 Class B shares into 54,300 Class A shares and then sold all 54,300 Class A shares on January 14, 2026.

How many GitLab shares were sold and at what prices?

The trust sold 44,249 Class A shares at a weighted average price of $35.85 and 10,051 Class A shares at a weighted average price of $36.43. The prices reflect multiple trades within disclosed ranges on January 14, 2026.

Were these GitLab insider sales under a Rule 10b5-1 trading plan?

Yes. A footnote states that the transactions were executed under a Rule 10b5-1 trading plan entered into on December 26, 2024 by the reporting person as sole trustee of the Sytse Sijbrandij Revocable Trust.

How many GitLab shares does the trust beneficially own after these transactions?

After the reported transactions, the trust beneficially owns 15,304,951 shares of Class B common stock, which are indirectly held and reported as "By Trust". The trust held 0 Class A shares following the sales.

What is the relationship between GitLab Class B and Class A common stock in this filing?

The filing explains that each share of Class B common stock is convertible into one share of Class A common stock at any time and also converts automatically upon certain events, including specific time-based, ownership-level, and voting conditions.

Who is listed as the reporting person in this GitLab Form 4 and how are the shares held?

The reporting person is Sijbrandij Sytse, identified as a director and 10% owner of GitLab Inc. The reported securities are held indirectly by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, with the reporting person as sole trustee.