[Form 4] Gitlab Inc. Insider Trading Activity

Rhea-AI Filing Summary

Matthew Jacobson, a director at GitLab Inc. (GTLB), reported sales of Class A common stock on 09/23/2025 at a weighted-average price of $50.1624 per share. The Form 4 shows four reported dispositions totaling 63,587 shares sold across multiple ICONIQ-managed entities, with individual sale lots of 13,387; 14,304; 13,510; and 22,386 shares.

The filing lists extensive indirect holdings through various ICONIQ Strategic Partners funds and related entities, and discloses 587,050 shares held through a trust associated with the reporting person. The report includes a formal disclaimer that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest. The Form 4 is signed by Matthew Jacobson on 09/25/2025.

Positive

• Transparent disclosure of insider sales and detailed ownership structure through ICONIQ entities
• Substantial residual holdings remain reported (including 587,050 shares held via trust), indicating continued stake exposure

Negative

• Director disposed of 63,587 shares on 09/23/2025 at a weighted-average price of $50.1624, which is a reduction in immediate insider-owned shares
• Sales executed across multiple affiliated entities, which may complicate immediate clarity on which economic interests changed

Insights

Financial Analyst

TL;DR: Routine insider sell disclosed; not clearly material to company fundamentals.

The Form 4 documents a director sale of 63,587 Class A shares at a weighted-average price of $50.1624 on 09/23/2025. The transaction was executed through multiple ICONIQ-managed entities, and the filing confirms substantial remaining holdings across ICONIQ funds and a trust (including 587,050 shares held via trust). From a financial perspective, the filing provides transparency on insider liquidity but contains no information about company operations, results, or material events affecting GitLab's fundamentals.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; raises routine governance questions about insider selling.

The report satisfies Section 16 reporting by disclosing multiple dispositions by a director and detailing the ownership structure through ICONIQ general partner entities and a trustee-held position. The filing includes the standard disclaimer limiting deemed beneficial ownership. There is no indication of a change in governance control or related-party transactions; the filing reads as a compliance disclosure of asset sales rather than a governance event altering board composition or control.

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).

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)
09/23/2025

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	09/23/2025		S		13,387	D	$50.1624(1)	820	I(2)(3)(4)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock	09/23/2025		S		14,304	D	$50.1624(1)	876	I(2)(3)(4)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock	09/23/2025		S		13,510	D	$50.1624(1)	827	I(2)(3)(4)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/23/2025		S		22,386	D	$50.1624(1)	1,370	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	D(5)

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 $50.52. 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 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	09/25/2025
	** 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 activity did GitLab (GTLB) report on this Form 4?

The Form 4 reports that director Matthew Jacobson sold a total of 63,587 Class A shares on 09/23/2025 at a weighted-average price of $50.1624 per share.

How many shares does Matthew Jacobson still report holding after the transactions?

The filing lists various indirect holdings through ICONIQ funds and a trust; specifically it reports 587,050 shares held through a trust associated with the reporting person.

Through which entities were the sales executed?

Sales and holdings were reported through multiple ICONIQ-managed entities including ICONIQ Strategic Partners III, III-B, IV, IV-B, V, V-B, VI, VI-B and ICONIQ Investment Holdings, LP, as detailed in the form.

What price were the shares sold at and over what range?

The Form 4 reports a weighted-average sale price of $50.1624 and discloses the individual transaction prices ranged from $50.00 to $50.52.

When was the Form 4 signed and filed?

The Form 4 is signed by Matthew Jacobson on 09/25/2025 and reports the transactions dated 09/23/2025.