GitLab (GTLB) CEO RSU Tax-Withholding: 10,515 Shares Reported

Rhea-AI Filing Summary

William Staples, identified as a Director and the Chief Executive Officer of GitLab Inc. (GTLB), reported a transaction on 09/15/2025 in a Form 4 filing. The filing shows 10,515 shares of Class A Common Stock were disposed under transaction code F at a price of $50.30 per share; the filing explains these shares were withheld by the issuer to satisfy tax liabilities arising from the net settlement of restricted stock units. Following the reported disposition, Mr. Staples beneficially owns 352,909 shares of Class A Common Stock, a total that the filing notes includes unvested shares. The form was signed by an attorney-in-fact on 09/17/2025.

Positive

• Transparent disclosure of tax-withholding transaction complying with Section 16 reporting
• Exact figures provided: 10,515 shares withheld at $50.30 and remaining beneficial ownership of 352,909 shares

Negative

• Reduction in direct beneficial holdings by 10,515 shares due to tax-withholding

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale of RSU shares by CEO; disclosure follows Section 16 reporting requirements.

The transaction is described as a withholding to cover tax liabilities from RSU net settlement rather than an open-market sale, which is common for executives when awards vest. The filing specifies the exact share count withheld (10,515) and the per-share price ($50.30), and confirms the reporting person remains a significant holder with 352,909 shares, including unvested awards. This is a standard compliance disclosure with no additional corporate governance flags reported in the filing.

Securities Analyst

TL;DR: Insider disposition via tax withholding; impact on float and insider stake appears limited based on information provided.

The form shows a transaction code F (share withheld for taxes) rather than a market sale, indicating no direct cash sale pressure on the stock from this action. The price noted ($50.30) is the per-share value used for withholding; the filing does not disclose the executive's overall percentage ownership or historical selling activity, so investor-impact assessment is limited to the absolute share change and remaining holding of 352,909 shares. No derivative activity was reported.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Staples William

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		F		10,515(1)	D	$50.3	352,909(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction represents the number of shares of Class A Common Stock that were withheld by the Issuer to satisfy tax liabilities incurred in connection with the net settlement of restricted stock units.

2. Includes shares of Class A Common Stock that have not yet vested.

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for William Staples	09/17/2025
	** 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 did William Staples report on the Form 4 for GTLB?

The Form 4 reports that 10,515 shares of Class A Common Stock were disposed on 09/15/2025 via withholding to satisfy tax liabilities from RSU net settlement.

At what price were the withheld GTLB shares reported?

The filing shows a per-share price of $50.30 for the shares withheld.

How many GTLB shares does William Staples beneficially own after the transaction?

Following the reported transaction, Mr. Staples beneficially owns 352,909 shares of Class A Common Stock; the filing notes this total includes unvested shares.

Was this Form 4 transaction an open-market sale?

No; the filing uses transaction code F, and the explanation states the shares were withheld by the issuer to satisfy taxes from RSU net settlement.

Who signed the Form 4 filing for William Staples?

The signature block shows the form was signed by Robin Schulman, Attorney-in-Fact for William Staples on 09/17/2025.