ICONIQ funds tied to Gitlab (NASDAQ: GTLB) director sell 1.16M shares

Rhea-AI Filing Summary

Gitlab Inc. director-associated entities reported sizable insider sales of Class A Common Stock. Investment funds affiliated with ICONIQ Strategic Partners, which are associated with director Matthew Jacobson, sold a total of 1,159,908 shares in open-market transactions on March 19–20, 2026.

The trades were executed at weighted average prices of $22.947 and $22.3684, with actual prices ranging from $21.985 to $23.34. Following these sales, the filing shows zero remaining shares for the listed ICONIQ funds, while a separate trust for which Jacobson is a trustee holds 587,050 shares. The filing states that Jacobson disclaims beneficial ownership of these securities except to any pecuniary interest.

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 CALIFORNIA 94105

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/19/2026		S		495	D	$22.947(1)	325	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	03/19/2026		S		529	D	$22.947(1)	347	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	03/19/2026		S		499	D	$22.947(1)	328	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	03/19/2026		S		827	D	$22.947(1)	543	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock	03/19/2026		S		49,349	D	$22.947(1)	9,079	I(2)(3)(4)	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock	03/19/2026		S		66,183	D	$22.947(1)	66,797	I(2)(3)(4)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	03/19/2026		S		235,382	D	$22.947(1)	193,722	I(2)(3)(4)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	03/19/2026		S		346,845	D	$22.947(1)	188,658	I(2)(3)(4)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock	03/20/2026		S		325	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	03/20/2026		S		347	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	03/20/2026		S		328	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	03/20/2026		S		543	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock	03/20/2026		S		9,079	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock	03/20/2026		S		66,797	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	03/20/2026		S		193,722	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock	03/20/2026		S		188,658	D	$22.3684(5)	0	I(2)(3)(4)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock								587,050	D(6)

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 $22.51 to $23.34. 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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.985 to $22.76. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

6. 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	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

How many Gitlab (GTLB) shares were sold in this Form 4 filing?

The filing reports sales of 1,159,908 Gitlab Class A shares. These shares were sold across 16 open-market transactions by various ICONIQ Strategic Partners funds over March 19–20, 2026, and are summarized as a net-sell position in the transaction data.

At what prices were the Gitlab (GTLB) shares sold in this Form 4?

The reported weighted average prices were $22.947 and $22.3684 per share. Footnotes explain the actual trades occurred in multiple transactions, with prices ranging from $21.985 to $23.34, and full trade breakdowns are available to SEC staff on request.

Who actually sold the Gitlab (GTLB) shares in this Form 4?

The sales were made by ICONIQ Strategic Partners investment funds. These include ICONIQ Strategic Partners III, IV, V, VI and related "-B" entities, which are associated with director Matthew Jacobson. The filing attributes ownership to these funds rather than to him personally.

What is Matthew Jacobson’s remaining Gitlab (GTLB) share position after these sales?

The filing shows 587,050 Gitlab shares held through a trust. This position is listed as direct ownership via a trust for which Jacobson is a trustee, and the filing states he disclaims beneficial ownership except to any pecuniary interest he may have.

Did the ICONIQ funds fully exit their Gitlab (GTLB) holdings in this Form 4?

The Form 4 shows zero shares remaining for the listed ICONIQ funds. For each ICONIQ Strategic Partners entity in the sale table, the total shares following the reported transactions are indicated as 0.0000 shares, suggesting those specific positions were fully sold.

Were the Gitlab (GTLB) insider sales executed as open-market transactions?

Yes, all reported transactions are coded as open-market sales. Each entry uses transaction code "S" with the description "Sale in open market or private transaction," indicating routine market or private-sale activity rather than option exercises or gifts.