GitLab Insider Sales: Jacobson/ICONIQ Disposes of Class A Stock in Mid-September

Rhea-AI Filing Summary

Matthew Jacobson, reporting as a director affiliated with ICONIQ Capital, reported multiple sales of GitLab Inc. (GTLB) Class A common stock on September 17–18, 2025. The Form 4 shows discrete disposals across several ICONIQ-managed vehicles at weighted-average prices ranging from about $50.00 to $51.285. After the reported transactions, various ICONIQ funds and related vehicles hold differing post-sale balances (examples include 535,503, 429,104 and other positions shown). The filing also discloses 587,050 shares held in a trust for which Jacobson is trustee and for which he disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• None.

Negative

• Multiple insider disposals of GTLB Class A shares were reported on 9/17–9/18/2025, executed across several ICONIQ-managed entities.
• Sales occurred at weighted-average prices reported in three bands roughly between $50.00 and $51.285, indicating notable insider liquidity during those dates.

Insights

Securities Analyst

TL;DR: Multiple, contemporaneous insider disposals across ICONIQ funds at ~$50–$51 per share; disclosure indicates indirect ownership structures.

The filing documents systematic sales of GitLab Class A shares on September 17 and 18, 2025, executed by or through several ICONIQ Strategic Partners funds and related entities at weighted-average prices in the low $50 range. The structure and explanations emphasize indirect ownership and customary disclaimers of beneficial ownership except for pecuniary interest. For investors, this is a clear disclosure of insider liquidity activity but contains no commentary on company performance, and no derivative transactions are reported.

Corporate Governance Expert

TL;DR: Reporting person used multiple affiliated entities for sales and included required rule-based disclaimers; recordkeeping and attribution are comprehensive.

The Form 4 provides detailed attribution among ICONIQ GP structures and parent GPs, clarifying relationships among ICONIQ Strategic Partners III–VI and related vehicles. The filing includes required weighted-average price explanations and a trustee-held trust disclosure for 587,050 shares. From a governance and compliance standpoint, the report appears thorough and consistent with Section 16 reporting obligations.

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 CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		S		78,638	D	$50.4992(1)	78,063	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	09/17/2025		S		84,040	D	$50.4992(1)	83,397	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	09/17/2025		S		79,385	D	$50.4992(1)	78,758	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/17/2025		S		131,516	D	$50.4992(1)	130,512	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock	09/17/2025		S		4,764	D	$51.0985(5)	73,299	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	09/17/2025		S		5,076	D	$51.0985(5)	78,321	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	09/17/2025		S		4,784	D	$51.0985(5)	73,974	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/17/2025		S		7,944	D	$51.0985(5)	122,568	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock	09/18/2025		S		9,958	D	$50.0469(6)	63,341	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	09/18/2025		S		10,640	D	$50.0469(6)	67,681	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	09/18/2025		S		10,050	D	$50.0469(6)	63,924	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/18/2025		S		16,652	D	$50.0469(6)	105,916	I(2)(3)(4)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock								58,428	I(2)(3)(4)	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock								132,980	I(2)(3)(4)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock								429,104	I(2)(3)(4)	By ICONIQ Strategic Partners VI, L.P.
Class A Common Stock								535,503	I(2)(3)(4)	By ICONIQ Strategic Partners VI-B, L.P.
Class A Common Stock								334,827	I(2)(3)(4)	By ICONIQ Investment Holdings, LP
Class A Common Stock								587,050(7)	D(7)

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 $50.00 to $51.00. 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 $51.005 to $51.285. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $50.00 to $50.115. Full information regarding the number of shares sold at each separate price can be furnished to the SEC staff upon request.

7. The shares are held by the Reporting Person through a trust of which he is a trustee. Includes an aggregate of 35,432 shares received in prior distributions-in-kind made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. 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	09/19/2025
	** 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 insider transactions were reported for GitLab (GTLB)?

The Form 4 shows that Matthew Jacobson, via ICONIQ-affiliated funds, sold multiple blocks of GTLB Class A common stock on September 17–18, 2025.

At what prices were the GTLB shares sold in the Form 4?

The filing reports weighted-average prices for the sales in ranges approximately $50.00 to $51.285, with explanatory notes on price bands for specific transactions.

How many shares does the filing show held in trust by the reporting person?

The filing discloses 587,050 shares held by a trust of which the reporting person is trustee, with a disclaimer of beneficial ownership except to the extent of any pecuniary interest.

Were any derivative transactions reported in this Form 4 for GTLB?

No. Table II for derivative securities contains no reported transactions in this filing.

Does the filing explain the ownership structure behind the reported holdings?

Yes. The filing details relationships among ICONIQ Strategic Partners III–VI, related GP entities, and parent GP structures to explain indirect beneficial ownership and attribution.