Eminence Capital and Ricky C. Sandler have disclosed a sizable passive stake in GitLab Inc. They report beneficial ownership of 7,702,226 shares of GitLab Class A common stock, representing 5.1% of the class, with shared voting and dispositive power over all of these shares.
The stake is held through various Eminence investment funds and separately managed accounts, with no other parties having rights to dividends or sale proceeds from these shares. The ownership percentage is calculated against about 149.8 million Class A shares outstanding as of November 18, 2025, based on GitLab’s latest quarterly report.
The filers certify that the GitLab shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company, consistent with a passive investment reported on a Schedule 13G.
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Insights
Eminence Capital reports a passive 5.1% stake in GitLab.
Eminence Capital and Ricky C. Sandler report beneficial ownership of 7,702,226 GitLab Class A shares, or 5.1% of the class. All voting and dispositive power over these shares is described as shared, with none held solely by either reporting person.
The filing states the position is held through Eminence funds and separately managed accounts and is calculated using approximately 149,800,000 Class A shares outstanding as of November 18, 2025. The certification emphasizes that the investment is in the ordinary course of business and not to change or influence control.
Because this is a Schedule 13G with a passive-investor certification, it signals a meaningful but non-controlling institutional ownership position in GitLab rather than an activist campaign. Future ownership reports would show whether this stake grows, shrinks, or converts to a different filing status.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gitlab Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0000025 per share
(Title of Class of Securities)
37637K108
(CUSIP Number)
12/31/2025
(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
Eminence Capital, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,702,226.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,702,226.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,702,226.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
37637K108
1
Names of Reporting Persons
Ricky C. Sandler
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,702,226.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,702,226.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,702,226.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gitlab Inc.
(b)
Address of issuer's principal executive offices:
The Company (as defined in Item 2(a)) is a remote-only company. Accordingly, the Company does not maintain a headquarters.
Item 2.
(a)
Name of person filing:
This statement is filed by Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital") and Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler," and together with Eminence Capital, the "Reporting Persons").
Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the shares of Class A Common Stock, par value $0.0000025 per share ("Class A Common Stock") of Gitlab, Inc., a Delaware corporation (the "Company") held by various investment funds (the "Eminence Funds") and separately managed accounts (the "Eminence SMAs," and together with the Eminence Funds, the "Eminence Funds and SMAs") under its management and control. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler.
Mr. Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to have shared voting and dispositive power with respect to the shares of Class A Common Stock held by the Eminence Funds and SMAs.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business and principal office of Eminence Capital is 399 Park Avenue, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 399 Park Avenue, 25th Floor, New York, NY 10022.
(c)
Citizenship:
Eminence Capital is a limited partnership organized under the laws of the State of Delaware. Mr. Sandler is a United States citizen.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0000025 per share
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of approximately 149,800,000 shares of Class A Common Stock outstanding as of November 18, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2025, filed with the Securities and Exchange Commission on December 3, 2025.
(b)
Percent of class:
5.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
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.
No person other than the Reporting Persons and the Eminence Funds and SMAs is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock held by the Eminence Funds and SMAs.
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.
What stake in GitLab (GTLB) did Eminence Capital report on Schedule 13G?
Eminence Capital and Ricky C. Sandler reported beneficial ownership of 7,702,226 GitLab Class A shares, representing about 5.1% of the outstanding class. This makes them a significant institutional holder but not a controlling shareholder in the company.
How did Eminence Capital calculate its 5.1% ownership in GitLab (GTLB)?
The 5.1% figure is based on approximately 149,800,000 GitLab Class A shares outstanding as of November 18, 2025. That share count comes from GitLab’s Form 10-Q for the quarter ended October 31, 2025, filed on December 3, 2025.
Is Eminence Capital’s GitLab (GTLB) position an activist or passive investment?
The filing certifies the GitLab position was acquired and is held in the ordinary course of business and not to change or influence control. This language indicates a passive investment reported on Schedule 13G rather than an activist campaign.
Who has voting and dispositive power over Eminence Capital’s GitLab (GTLB) shares?
The Schedule 13G reports shared voting and dispositive power over 7,702,226 shares for both Eminence Capital and Ricky C. Sandler, with no sole voting or dispositive power. The shares are held through Eminence funds and separately managed accounts.
How are GitLab (GTLB) shares held for Eminence Capital and its clients?
GitLab Class A shares are held by various Eminence investment funds and separately managed accounts under Eminence Capital’s management. No person other than the reporting persons and these funds and accounts is known to have rights to dividends or sale proceeds from these shares.
What type of reporting persons are listed for the GitLab (GTLB) Schedule 13G?
Eminence Capital is classified as an investment adviser (IA), and Ricky C. Sandler is classified as a holding company/control person (HC). These classifications describe their regulatory and control roles related to the reported GitLab holdings.
