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Gitlab (GTLB) grants RSUs and performance stock units to CRO Steward

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Steward Ian reported acquisition or exercise transactions in this Form 4 filing.

Gitlab Inc. Chief Revenue Officer Ian Steward received equity awards in the form of Class A common stock and performance-based units. He was granted 197,090 time-based restricted stock units, each representing one share, which will be satisfied over three years beginning on June 15, 2026 with quarterly vesting dates.

He also received 234,631 and 131,393 performance stock units, each contingently convertible into one share of Class A common stock. These PSUs are tied to achievement of corporate performance criteria and continued service, with one-third vesting upon certification of performance and the remaining two-thirds vesting quarterly thereafter; unearned portions expire if performance criteria are not met. Following these grants, he directly holds 369,977 shares of Class A common stock, including unvested shares.

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Insider Steward Ian
Role Chief Revenue Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 131,393 $0.00 --
Grant/Award Performance Stock Units 234,631 $0.00 --
Grant/Award Class A Common Stock 197,090 $0.00 --
Holdings After Transaction: Performance Stock Units — 131,393 shares (Direct, null); Class A Common Stock — 369,977 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.
RSU grant 197,090 shares Time-based RSUs vesting over three years beginning June 15, 2026
First PSU award 234,631 units Performance stock units, target-level shares, vesting over three years
Second PSU award 131,393 units Additional performance stock units, target-level shares, vesting over three years
Shares held after grants 369,977 shares Class A common stock directly owned after RSU grant, includes unvested shares
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
"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.
Quarterly Vesting Date financial
""Quarterly Vesting Date" means each of June 15, September 15, December 15, and March 15"
performance criteria financial
"subject to the achievement of certain performance criteria and the reporting person's continued service"
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*
Steward Ian
(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 Revenue 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 Stock04/29/2026A197,090(1)A$0369,977(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)04/29/2026A131,393(4) (5) (6)Class A Common Stock131,393$0131,393D
Performance Stock Units(3)04/29/2026A234,631(4) (7) (6)Class A Common Stock234,631$0234,631D
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 Ian Steward04/30/2026
** 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) grant to its Chief Revenue Officer?

Gitlab granted Ian Steward 197,090 time-based restricted stock units and two tranches of performance stock units totaling 366,024 units. Each unit represents a contingent right to receive one share of Class A common stock, subject to vesting and, for PSUs, performance conditions.

How do the new Gitlab (GTLB) RSUs for the CRO vest over time?

The 197,090 RSUs vest over a three-year period beginning June 15, 2026, on quarterly vesting dates. Those dates are June 15, September 15, December 15, and March 15, and continued service with Gitlab is required for each vesting installment to be satisfied.

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

Each performance stock unit converts into one share only if specific corporate performance criteria are achieved and Ian Steward remains in service. One-third vests upon certification of performance, with the remaining two-thirds vesting quarterly thereafter; any portion tied to unmet criteria will expire.

How many Gitlab (GTLB) performance stock units at target did the CRO receive?

Ian Steward received 234,631 performance stock units in one award and 131,393 in another, representing shares at the target level of corporate performance metrics. These amounts reflect the number of shares deliverable if target performance for each award is achieved and vesting conditions are met.

What is Ian Steward’s Gitlab (GTLB) shareholding after these grants?

After the equity grants, Ian Steward directly holds 369,977 shares of Gitlab Class A common stock. This figure includes shares subject to time-based vesting, as noted in the filing, meaning some of these shares have not yet fully vested and remain contingent on service.

When do Gitlab (GTLB) performance stock units for the CRO vest and potentially expire?

The performance stock units vest in tranches over three years. One-third vests upon certification that performance criteria are met, with the remaining two-thirds vesting quarterly afterward. If performance criteria for a tranche are not achieved, that portion of the award will expire unvested.