04/30/2026 | Press release | Distributed by Public on 04/30/2026 19:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (3) | 04/29/2026 | A | 131,393(4) | (5) | (6) | Class A Common Stock | 131,393 | $ 0 | 131,393 | D | ||||
| Performance Stock Units | (3) | 04/29/2026 | A | 234,631(4) | (7) | (6) | Class A Common Stock | 234,631 | $ 0 | 234,631 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Steward Ian C/O GITLAB INC. NOT APPLICABLE, DE |
Chief Revenue Officer | |||
| /s/ Robin Schulman, Attorney-in-Fact for Ian Steward | 04/30/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents a grant of time-based restricted stock units ("RSU"), with each RSU representing a contingent right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock subject to the reporting person's continued service to the Company on each applicable Quarterly Vesting Date. The RSUs shall be satisfied over a three-year period beginning June 15, 2026. "Quarterly Vesting Date" means each of June 15, September 15, December 15, and March 15. |
| (2) | Includes shares of Class A Common Stock that have not yet vested. |
| (3) | Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock, subject to the achievement of certain performance criteria and the reporting person's continued service to the Company on each applicable vesting date following such achievement. |
| (4) | The number of PSUs in this column represents the number of shares of Class A Common Stock the reporting person will receive assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board of Directors for this award. |
| (5) | The PSUs will vest over 3 years with 1/3rd vesting upon certification of performance criteria and the remaining 2/3 will vest quarterly thereafter. |
| (6) | If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire. |
| (7) | The PSUs will vest in tranches upon certification of achievement of performance criteria for each tranche. |