GTLB Form 4: Sijbrandij converts and disposes 108,600 shares at ~$50

Rhea-AI Filing Summary

Sytse Sijbrandij, a director and >10% owner of GitLab Inc. (GTLB), reported transactions dated 09/15/2025. The filing shows conversion of 108,600 shares of Class B common stock into 108,600 shares of Class A common stock at no cash cost, followed by sales of those shares in two tranches: 79,474 shares at a weighted-average price of about $50.02 and 29,126 shares at a weighted-average price of about $50.45, resulting in no remaining shares from that converted block. The securities are held indirectly through the Sytse Sijbrandij Revocable Trust. The sales were executed under a Rule 10b5-1 trading plan entered December 26, 2024. The report lists total Class A common stock beneficially owned following these transactions as 15,942,472 shares held by the trust.

Positive

• Sales executed under a Rule 10b5-1 trading plan, providing transparency about the timing and intent of disposals
• Clear disclosure of indirect holdings via a revocable trust, including a specific beneficial ownership total of 15,942,472 Class A-equivalent shares

Negative

• Insider sold 108,600 shares (converted from Class B to Class A) on 09/15/2025, which may be perceived as significant selling activity
• Weighted-average sale prices ranged roughly from $49.31 to $51.20, indicating the disposals occurred at market prices that reduced the insider's liquid stake from the converted block to zero

Insights

Corporate Governance Expert

TL;DR: Insider converted Class B stock and sold 108,600 converted shares under a pre-existing 10b5-1 plan.

The filing documents a routine conversion of Class B to Class A by a significant shareholder followed by scheduled disposals under a Rule 10b5-1 plan. Use of a disclosed trading plan suggests an attempt to avoid appearance of opportunistic selling, and the indirect holding via a revocable trust is clearly stated. The transactions do not, by themselves, indicate changes to control or governance rights given the continuing significant trust ownership of 15,942,472 Class A-equivalent shares.

Securities Analyst

TL;DR: Reported sales totaled 108,600 shares at weighted-average prices near $50, executed under a trading plan.

The insider sold the full block converted on 09/15/2025 in two tranches, realizing proceeds at weighted-average prices reported in footnotes ranging approximately from $49.31 to $51.20. The filing quantifies remaining beneficial holdings of the trust as 15,942,472 Class A-equivalent shares. For investors, the disclosed 10b5-1 plan and the continued large indirect ownership are important context when interpreting the sales.

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^*

Sijbrandij Sytse

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

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		C		108,600	A	$0(1)	108,600	I	By Trust(2)
Class A Common Stock	09/15/2025		S(3)		79,474	D	$50.02(4)	29,126	I	By Trust(2)
Class A Common Stock	09/15/2025		S(3)		29,126	D	$50.45(5)	0	I	By Trust(2)

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
Class B Common Stock	(1)	09/15/2025		C			108,600	(1)	(1)	Class A Common Stock	108,600	(1)	15,942,472	I	By Trust(2)

Explanation of Responses:

1. Each share of the Issuer's Class B common stock (the "Class B Stock") is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the date of the Issuer's initial public offering ("IPO"), (ii) the death or disability of the Reporting Person, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Stock (including shares of Class B Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Stock.

2. These securities are held by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the Reporting Person is the sole trustee.

3. This transaction was executed pursuant to a trading plan entered into by the reporting person, as the sole trustee of the Sytse Sijbrandij Revocable Trust dated February 21, 2019, on December 26, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.31 to $50.30, inclusive. The Reporting Person undertakes to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 4 and footnote 5.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.31 to $51.20, inclusive.

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij	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.
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FAQ

What transactions did Sytse Sijbrandij report for GTLB on 09/15/2025?

The filing reports conversion of 108,600 Class B shares into Class A and subsequent sales of that block: 79,474 shares at a weighted-average ~$50.02 and 29,126 shares at a weighted-average ~$50.45.

Were the sales by the GitLab insider part of a trading plan?

Yes. The sales were executed under a Rule 10b5-1 trading plan established on December 26, 2024, according to the Form 4 footnotes.

How are the sold shares held and who controls them?

The securities are held indirectly through the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the reporting person is the sole trustee.

What is the insider's remaining beneficial ownership after these transactions?

The Form 4 reports the trust beneficially owns 15,942,472 Class A-equivalent shares following the reported transactions.

Do the Form 4 footnotes indicate price ranges for the sales?

Yes. Footnotes state the shares were sold in multiple transactions at prices ranging from $49.31 to $50.30 for one tranche and $50.31 to $51.20 for the other; weighted averages are reported in the table.