[SCHEDULE 13G/A] Gitlab Inc. Amended Passive Investment Disclosure
GitLab: Sijbrandij and trust report 8.5% stake
The reported percentages use 166,600,000 Class A shares outstanding as of August 18, 2026, with the calculation giving effect to the August 21, 2026 Class B down-conversion.
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GitLab Inc. (GTLB) ownership amendment reports that Sytse Sijbrandij and the Sytse Sijbrandij Revocable Trust beneficially owned an aggregate 14,285,851 shares of Class A common stock, equal to 8.5%, as of September 30, 2026. The total comprises 1,500,000 options held directly by Sijbrandij that are exercisable for Class A shares within 60 days, and 12,785,851 shares directly owned by the trust; Sijbrandij is the trust’s sole trustee.
Key Figures
Aggregate beneficial ownership:14,285,851 sharesAggregate ownership percentage:8.5%Options exercisable for Class A shares:1,500,000 options+4 more
7 metrics
Aggregate beneficial ownership14,285,851 sharesAs of September 30, 2026
Aggregate ownership percentage8.5%As of September 30, 2026
Options exercisable for Class A shares1,500,000 optionsHeld directly by Sytse Sijbrandij; exercisable within 60 days of September 30, 2026
Trust Class A shares12,785,851 sharesDirectly beneficially owned by the Sytse Sijbrandij Revocable Trust as of September 30, 2026
Trust ownership percentage7.6%As of September 30, 2026
Direct ownership percentage0.9%Attributable directly to Sytse Sijbrandij as of September 30, 2026
Class A shares outstanding166,600,000 sharesAs of August 18, 2026; the ownership calculation gave effect to the August 21, 2026 Class B down-conversion
"may be deemed to directly or indirectly beneficially own"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerregulatory
"Shared Voting Power 12,785,851.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
automatic down-conversiontechnical
"automatic down-conversion of all outstanding shares"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many shares of GTLB did Sytse Sijbrandij and the trust report owning?
Sytse Sijbrandij and the Sytse Sijbrandij Revocable Trust reported aggregate beneficial ownership of 14,285,851 Class A shares, or 8.5%, as of September 30, 2026. The total includes options exercisable for 1,500,000 shares and 12,785,851 shares directly owned by the trust.
What share count was used to calculate the GTLB ownership percentage?
The calculation used 166,600,000 Class A shares outstanding as of August 18, 2026. It also gave effect to the automatic down-conversion of all outstanding Class B shares, which occurred at the close of business on August 21, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
GITLAB INC.
(Name of Issuer)
Class A Common Stock, par value $0.0000025
(Title of Class of Securities)
37637K108
(CUSIP Number)
09/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
37637K108
1
Names of Reporting Persons
Sytse Sijbrandij
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
NETHERLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,500,000.00
6
Shared Voting Power
12,785,851.00
7
Sole Dispositive Power
1,500,000.00
8
Shared Dispositive Power
12,785,851.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,285,851.00
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)
8.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The total reported in Row 9 consists of: (i) 1,500,000 stock options exercisable for shares of Class A Common Stock of GitLab Inc. (the "Issuer"), directly held by Mr. Sijbrandij and which are exercisable within 60 days of September 30, 2026; and (ii) 12,785,851 shares of the Issuer's Class A Common Stock directly beneficially owned by the Sytse Sijbrandij Revocable Trust dated February 21, 2019 (the "Trust"), of which Mr. Sijbrandij is the sole trustee.
The percentage in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and based on an aggregate total of 166,600,000 shares of the Issuer's Class A Common Stock outstanding as of August 18, 2026, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2026 (the "Quarterly Report"), filed on Form 10-Q with the U.S. Securities and Exchange Commission (the "SEC") on September 2, 2026, and after giving effect to the automatic down-conversion of all outstanding shares of the Issuer's Class B Common Stock, which occurred as of the close of business on August 21, 2026, as publicly disclosed in the Quarterly Report, under Item 15 of the Notes to Condensed Consolidated Financial Statements.
This Amendment No. 6 amends, in its entirety, the statement on Schedule 13G originally filed by Mr. Sijbrandij with the SEC on February 11, 2022, and subsequently amended on February 14, 2023, May 15, 2023, February 12, 2024, November 12, 2024, and November 7, 2025.
SCHEDULE 13G
CUSIP Number(s):
37637K108
1
Names of Reporting Persons
Sytse Sijbrandij Revocable Trust Dated February 21, 2019
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
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,785,851.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,785,851.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,785,851.00
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)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The total reported in Row 9 consists of 12,785,851 shares of the Issuer's Class A Common Stock directly beneficially owned by the Trust.
The percentage in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) under the Exchange Act, and based on an aggregate total of 166,600,000 shares of the Issuer's Class A Common Stock outstanding as of August 18, 2026, as reported by the Issuer in the Quarterly Report, and after giving effect to the automatic down-conversion of all outstanding shares of the Issuer's Class B Common Stock, which occurred as of the close of business on August 21, 2026, as publicly disclosed in the Quarterly Report, under Item 15 of the Notes to Condensed Consolidated Financial Statements.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GITLAB INC.
(b)
Address of issuer's principal executive offices:
268 BUSH STREET, #350, SAN FRANCISCO, CA, 94104.
Item 2.
(a)
Name of person filing:
Sytse Sijbrandij ("Mr. Sijbrandij")
Sytse Sijbrandij Revocable Trust Dated February 21, 2019 (the "Trust" and, together with Mr. Sijbrandij, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Mr. Sijbrandij is:
268 Bush Street, #350
San Francisco, CA 94104
The address of the principal business office of the Trust is:
2810 North Church Street
PMB #29439
Wilmington, DE 19802-4447
(c)
Citizenship:
Mr. Sijbrandij is a citizen of The Netherlands
The situs of the Trust is the state of California, U.S.A.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0000025
(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:
Reference to "beneficial ownership" of securities for purposes of this statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of September 30, 2026, the Reporting Persons may be deemed to directly or indirectly beneficially own an aggregate total of 14,285,851 shares of the Issuer's Class A Common Stock.
As of September 30, 2026, Mr. Sijbrandij was the direct beneficial owner of 1,500,000 of the securities described in the preceding paragraph, consisting of an aggregate 1,500,000 stock options, which are exercisable for shares of the Issuer's Class A Common Stock within 60 days of September 30, 2026.
As of September 30, 2026, the Trust was the direct beneficial owner of 12,785,851 of the shares of the Issuer's Class A Common Stock described in the second paragraph of this Item 4(a). Mr. Sijbrandij is the sole trustee of the Trust. As such, Mr. Sijbrandij may be deemed to have indirect beneficial ownership of the securities directly beneficially owned by the Trust.
(b)
Percent of class:
As of September 30, 2026, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate total of 8.5% of the Issuer's outstanding Class A Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 0.9%, directly to Mr. Sijbrandij; and (ii) 7.6%, directly to the Trust and indirectly to Mr. Sijbrandij as its sole trustee.
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) under the Exchange Act, and based on an aggregate total of 166,600,000 shares of the Issuer's Class A Common Stock outstanding as of August 18, 2026, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2026 (the "Quarterly Report"), filed on Form 10-Q with the U.S. Securities and Exchange Commission on September 2, 2026, and after giving effect to the automatic down-conversion of all outstanding shares of the Issuer's Class B Common Stock, which occurred as of the close of business on August 21, 2026, as publicly disclosed in the Quarterly Report under Item 15 of the Notes to Condensed Consolidated Financial Statements.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Mr. Sijbrandij 1,500,000
Trust 0
(ii) Shared power to vote or to direct the vote:
Mr. Sijbrandij 12,785,851
Trust 12,785,851
(iii) Sole power to dispose or to direct the disposition of:
Mr. Sijbrandij 1,500,000
Trust 0
(iv) Shared power to dispose or to direct the disposition of:
Mr. Sijbrandij 12,785,851
Trust 12,785,851
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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:
Not Applicable
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.
Sytse Sijbrandij
Signature:
/s/ Sytse Sijbrandij
Name/Title:
Sytse Sijbrandij
Date:
10/30/2026
Sytse Sijbrandij Revocable Trust Dated February 21, 2019
