Gitlab Inc.·4

Feb 18, 5:51 PM ET

Sijbrandij Sytse 4

4 · Gitlab Inc. · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

GitLab (GTLB) 10% Owner Sytse Sijbrandij Sells Shares

What Happened
Sytse Sijbrandij, a reported 10% owner of GitLab (GTLB), converted 54,300 Class B shares into Class A shares and sold all 54,300 shares in open-market transactions on Feb 17, 2026. The sales consisted of 51,300 shares at a weighted-average price of $28.36 (proceeds $1,454,868) and 3,000 shares at $29.18 (proceeds $87,540), for total proceeds of approximately $1,542,408. The conversion shows an acquisition at $0 (non-cash conversion of derivative/Class B stock into Class A).

Key Details

  • Transaction date: February 17, 2026; Form 4 filed February 18, 2026 (appears timely).
  • Conversion (C): 54,300 Class B → Class A shares acquired at $0.00.
  • Sales (S): 51,300 shares sold at a weighted avg $28.36 (range $27.91–$28.90) and 3,000 shares sold at $29.18 (range $28.99–$29.51). Total proceeds ≈ $1,542,408.
  • Holdings: Securities held via the Sytse Sijbrandij Revocable Trust (per filing).
  • Trading plan: Sales executed under a Rule 10b5‑1 plan established Dec 26, 2024 (per footnote).
  • Filing notes: Weighted-average prices reported; full per-price breakdown available from GitLab/SEC staff on request.

Context

  • The transaction reflects a conversion of Class B stock (convertible 1:1 to Class A per footnote) followed by market sales — not a cash purchase. Conversions at $0 simply reflect the mechanical exchange of share classes rather than a paid purchase.
  • As a 10% owner (not a routine employee buy signal), these sales are typically compliance/monetization actions rather than an obvious market sentiment indicator.
  • The presence of a 10b5‑1 plan indicates the trades were pre‑planned and automated, which is common for insiders to avoid timing-based issues.

Insider Transaction Report

Form 4
Period: 2026-02-17
Sijbrandij Sytse
Director10% Owner
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2]
    2026-02-17+54,30054,300 total(indirect: By Trust)
  • Sale

    Class A Common Stock

    [F3][F4][F2]
    2026-02-17$28.36/sh51,300$1,454,8683,000 total(indirect: By Trust)
  • Sale

    Class A Common Stock

    [F3][F5][F2]
    2026-02-17$29.18/sh3,000$87,5400 total(indirect: By Trust)
  • Conversion

    Class B Common Stock

    [F1][F2]
    2026-02-1754,30015,250,651 total(indirect: By Trust)
    Class A Common Stock (54,300 underlying)
Footnotes (5)
  • [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 the Reporting Person, (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.
  • [F2]These securities are held by the Sytse Sijbrandij Revocable Trust dated February 21, 2019, of which the Reporting Person is the sole trustee.
  • [F3]This transaction was executed pursuant to a trading plan entered into by the reporting person, as the sole trustee of the Sytse Sijbrandij Revocable Trust dated February 21, 2019, on December 26, 2024 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
  • [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.91 to $28.90, inclusive. The Reporting Person undertakes to provide to GitLab Inc., any security holder of GitLab Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 4 and footnote 5.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.99 to $29.51, inclusive.
Signature
/s/ Robin Schulman, Attorney-in-Fact for Sytse Sijbrandij|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771455062.xmlPrimary

    FORM 4