Vanguard Amends 13G: Holds 15.09M Shares (10.32%) of GitLab

Rhea-AI Filing Summary

Vanguard reports a 13G filing showing a 10.32% stake in GitLab Inc (GTLB). The filing states The Vanguard Group beneficially owns 15,088,740 shares of GitLab common stock. Vanguard reports no sole voting power, 790,406 shares of shared voting power, 14,136,574 shares of sole dispositive power, and 952,166 shares of shared dispositive power.

The filing is presented as an amendment and includes Vanguards certification that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing identifies Vanguards address in Malvern, PA, and lists Ashley Grim, Head of Global Fund Administration, as the signatory with a signature date of 09/08/2025.

Positive

• Material institutional ownership: Vanguard beneficially owns 15,088,740 shares representing 10.32% of the class, indicating strong institutional interest.
• Classification as passive (Schedule 13G): Filing states shares are held in the ordinary course of business and not to influence control, which reduces immediate governance uncertainty.

Negative

• None.

Insights

Securities Analyst

TL;DR: Vanguard holds a sizable 10.32% economic interest with limited voting control, indicating large passive ownership.

The filing discloses a substantial beneficial ownership position of 15,088,740 shares, representing 10.32% of GitLabs outstanding common stock. The breakdown shows Vanguard has 0 sole voting power but 790,406 shared voting votes, while retaining 14,136,574 sole dispositive shares meaning it controls disposition for most shares it economically owns. This pattern aligns with institutional index or managed-account holdings where voting may be exercised by multiple Vanguard entities or clients. The certification that shares are held in the ordinary course of business frames this as non-control, passive ownership under Schedule 13G rules.

Corporate Governance Expert

TL;DR: A 10.32% position is material but filing classifies the stake as passive, limiting governance implications.

The amendment confirms Vanguards aggregated position and reiterates the Schedule 13G classification, which signals passive intent rather than an active attempt to influence GitLabs control. The presence of shared voting power suggests that voting may be coordinated across multiple client accounts or Vanguard entities, but the filing contains no indication of a governance campaign or director nominations. From a governance perspective, GitLab should note a large institutional holder but not necessarily a change in control dynamics based on this disclosure alone.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Gitlab Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

37637K108

(CUSIP Number)

08/29/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 37637K108

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 790,406.00
7	Sole Dispositive Power 14,136,574.00
8	Shared Dispositive Power 952,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,088,740.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.32 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Gitlab Inc
(b)	Address of issuer's principal executive offices: 268 Bush Street, Suite 305, San Francisco, CA, 94104
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 37637K108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 15088740
(b)	Percent of class: 10.32 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 790406
	(iii) Sole power to dispose or to direct the disposition of: 14136574
	(iv) Shared power to dispose or to direct the disposition of: 952166
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	09/08/2025

FAQ

What stake does The Vanguard Group hold in GitLab (GTLB)?

The Vanguard Group reports beneficial ownership of 15,088,740 shares, equal to 10.32% of GitLabs common stock.

Does Vanguard have voting control over GTLB shares?

Vanguard reports 0 sole voting power and 790,406 shared voting power, indicating limited direct voting control.

Is this filing an active attempt to change GitLabs control?

No. The filing is made on Schedule 13G with a certification that the shares are held in the ordinary course of business and not to change or influence control.

Who signed the Schedule 13G/A for Vanguard and when?

The filing is signed by Ashley Grim, Head of Global Fund Administration, with a signature date of 09/08/2025.

Where is The Vanguard Groups listed principal business address?

The filing lists Vanguards address as 100 Vanguard Blvd., Malvern, PA 19355.