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GitLab (NASDAQ: GTLB) director converts 12,500 shares to Class A

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gitlab Inc. (GTLB) reported that director Godfrey Sullivan converted 12,500 shares of Class B common stock into 12,500 shares of Class A common stock on 2026-08-21. This was an automatic conversion under Gitlab’s charter, with no discretionary action by Sullivan. Following the conversion, Sullivan directly holds 154,874 shares of Class A common stock, which includes shares that have not yet vested.

Positive

  • None.

Negative

  • None.
Insider SULLIVAN GODFREY
Role Director
Type Security Shares Price Value
Conversion Class B Common Stock F1 12,500 -- --
Conversion Class A Common Stock F1, F2 12,500 $0.00 $0.00
Holdings After Transaction: Class B Common Stock — 0 shares (Direct); Class A Common Stock — 154,874 shares (Direct)
Footnotes (2)
  1. F1. 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 Sytse Sijbrandij, (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. F2. Includes shares of Class A Common Stock that have not yet vested.
Class B shares converted 12,500 shares Class B common stock converted into Class A on 2026-08-21
Class A shares received 12,500 shares Class A common stock received from Class B conversion on 2026-08-21
Class A shares held after transaction 154,874 shares Direct Class A common stock holdings of Godfrey Sullivan after conversion, including unvested shares
Conversion or exercise price $0.0000 per share Conversion of Class B common stock to Class A common stock
Conversion ratio 1 share of Class B into 1 share of Class A Footnote describing Class B common stock convertibility
Automatic conversion threshold 5% of common stock Automatic Class B conversion when outstanding Class B falls below 5% of total common stock
Automatic conversion time limit 10 years from IPO One of the automatic Class B to Class A conversion triggers
Class B common stock financial
"Each share of the Issuer's Class B common stock (the "Class B Stock") is"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A common stock financial
"convertible into one share of the Issuer's Class A common stock at any"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
initial public offering financial
"earlier of (i) ten years from the date of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
aggregate number of shares financial
"is less than 5% of the aggregate number of shares of the Issuer's"

FAQ

What insider transaction did GTLB director Godfrey Sullivan report?

Godfrey Sullivan reported an automatic conversion of 12,500 shares of Gitlab Inc. Class B common stock into 12,500 shares of Class A common stock on 2026-08-21, classified as a conversion of a derivative security rather than a market purchase or sale.

How many Gitlab (GTLB) Class A shares does Godfrey Sullivan hold after this Form 4?

After the reported conversion, Godfrey Sullivan directly holds 154,874 shares of Gitlab Inc. Class A common stock. A footnote states this amount includes shares of Class A common stock that have not yet vested.

Did the Gitlab (GTLB) Class B to Class A conversion involve a cash price?

No cash price was involved. The Form 4 reports a $0.0000 conversion or exercise price for the Class B shares and a $0.0000 transaction price per share for the resulting Class A shares, reflecting an automatic one-for-one conversion under Gitlab’s charter.

What is the conversion ratio between Gitlab (GTLB) Class B and Class A stock?

Each share of Gitlab’s Class B common stock is convertible into one share of Class A common stock. The footnote states that Class B shares convert one-for-one into Class A and may convert automatically upon certain transfers or specified charter-triggered events.

Was the Gitlab (GTLB) insider conversion done under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the remarks explain the transaction was an automatic conversion under Gitlab’s charter, not a discretionary trade under a trading plan.

Under what conditions can Gitlab (GTLB) Class B stock automatically convert to Class A?

Class B common stock automatically converts to Class A upon certain events, including the earlier of 10 years from Gitlab’s IPO, the death or disability of Sytse Sijbrandij, when Class B falls below 5% of total common stock, or a two-thirds Class B holder vote.

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Learn about SEC filing dates
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*
SULLIVAN GODFREY

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
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 Stock08/21/2026C12,500A$0(1)154,874(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
Class B Common Stock$0(1)08/21/2026C12,500 (1) (1)Class A Common Stock12,500(1)0D
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 Sytse Sijbrandij, (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. Includes shares of Class A Common Stock that have not yet vested.
Remarks:
This Form 4 is being filed solely to report the automatic conversion of the Issuer's Class B Common Stock into Class A Common Stock. The conversion occurred automatically pursuant to the Issuer's Charter and did not involve any discretionary action by the reporting person.
/s/ Thomas J. Lloyd, Attorney-in-Fact for Godfrey Sullivan08/25/2026
** 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)