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GitLab (NASDAQ: GTLB) CTO awarded 234,631 performance stock units tied to targets

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Padisetty Sivaprasad reported acquisition or exercise transactions in this Form 4 filing.

GitLab Inc. Chief Technology Officer Padisetty Sivaprasad reported an equity compensation award in the form of performance stock units. He received 234,631 PSUs, each representing a contingent right to one share of Class A Common Stock at no purchase price.

The number of PSUs reflects the “target” level set by the board’s corporate performance metrics. These PSUs vest in tranches only after the company certifies that specific performance criteria are achieved and the executive remains in service on each vesting date; unearned portions expire if targets are not met.

Positive

  • None.

Negative

  • None.
Insider Padisetty Sivaprasad
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 234,631 $0.00 --
Holdings After Transaction: Performance Stock Units — 234,631 shares (Direct, null)
Footnotes (1)
  1. 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 in tranches upon certification of achievement of performance criteria for each tranche. If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire.
Performance stock units granted 234,631 PSUs Grant to CTO on 2026-04-29 at target performance level
Exercise/conversion price $0.00 per unit No purchase price for PSUs granted to CTO
Underlying shares at target 234,631 shares Each PSU represents one share of Class A Common Stock
PSUs held after grant 234,631 PSUs Total performance stock units following reported transaction
Performance Stock Units financial
"Each performance stock unit ("PSU") represents a contingent right to receive one share"
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.
Class A Common Stock financial
"receive one share of the Company's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
performance criteria financial
"subject to the achievement of certain performance criteria and the reporting person's continued service"
vesting date financial
"continued service to the Company on each applicable vesting date following such achievement"
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*
Padisetty Sivaprasad
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology 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
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(1)04/29/2026A234,631(2) (3) (4)Class A Common Stock234,631$0234,631D
Explanation of Responses:
1. 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.
2. 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.
3. The PSUs will vest in tranches upon certification of achievement of performance criteria for each tranche.
4. If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire.
Remarks:
/s/ Robin Schulman, Attorney-in-Fact for Sivaprasad Padisetty04/30/2026
** 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 insider transaction did GitLab (GTLB) report for CTO Padisetty Sivaprasad?

GitLab reported an equity award to CTO Padisetty Sivaprasad of 234,631 performance stock units. Each PSU is tied to one share of Class A Common Stock and serves as compensation, not an open-market stock purchase or sale.

How many performance stock units were granted to the GitLab (GTLB) CTO?

The GitLab CTO received 234,631 performance stock units in this grant. This amount reflects the target level of performance set by the board and represents a potential equivalent number of Class A Common Stock shares if fully earned.

Are the GitLab (GTLB) CTO’s performance stock units immediately owned as common shares?

No, the performance stock units are contingent rights, not immediate common shares. Each PSU converts into one Class A Common share only if specified performance criteria are achieved and the CTO continues to serve through each vesting date.

What happens if GitLab (GTLB) performance goals for the CTO’s PSUs are not met?

If GitLab’s performance criteria for a PSU tranche are not achieved, that tranche does not vest. The portion of the award that could have vested on that date instead expires, meaning those performance stock units are forfeited and no shares are delivered.

How do the GitLab (GTLB) CTO’s PSUs vest over time?

The CTO’s performance stock units vest in tranches after GitLab certifies the achievement of specific performance criteria. Vesting also requires his continued service on each applicable vesting date; otherwise, unvested units for that tranche are not earned.