Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
William Staples 10b5-1 Plan
On September 25, 2025 , William Staples , the Company’s Chief Executive Officer , entered into a new pre-arranged written stock purchase plan in accordance with Rule 10b5-1 (the “Staples Rule 10b5-1 Plan”) for the purchase of shares of the Company’s Class A common stock. The Staples Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Staples Rule 10b5-1 Plan provides for the potential purchase of up to $125,000 of shares of the Company’s Class A common stock between December 31, 2025 and October 16, 2026 , subject to conditions set forth in the Staples Rule 10b5-1 Plan, and so long as the market price of the Company’s Class A common stock is below certain threshold prices specified in the Staples Rule 10b5-1 Plan.
The Staples Rule 10b5-1 Plan includes a representation from Mr. Staples to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Staples Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Staples Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Staples Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Staples was unaware, or with respect to any material nonpublic information acquired by Mr. Staples or the Company after the date of the representation.
Robin Schulman 10b5-1 Plan
On October 1, 2025 , Robin Schulman , the Company’s Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Schulman Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock, including such shares resulting from the vesting and settlement of restricted stock units and from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options. The Schulman Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The aggregate number of shares of Class A common stock that will be available for sale under the Schulman Rule 10b5-1 Plan is not yet determinable because the shares available will be net of certain shares sold under Ms. Schulman’s prior pre-arranged written stock sale plan entered into on October 1, 2024 (the “Prior Shulman Rule 10b5-1 Plan”) and net of shares sold to satisfy tax withholding obligations that arise in connection with the settlement of such restricted stock unit awards. As such, for purposes of this disclosure, the aggregate number of shares of the Company’s Class A common stock available for sale is approximately 411,886 shares, which reflects shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options, the maximum number of shares of Class A common stock held by Ms. Schulman that may be sold under the plan, without excluding certain shares that may be sold under the Prior Shulman Rule 10b5-1 Plan, and the maximum number of shares underlying Ms. Schulman’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations, in each case so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Schulman Rule 10b5-1 Plan between January 2, 2026 and December 31, 2026 .
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The Schulman Rule 10b5-1 Plan includes a representation from Ms. Schulman to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Schulman Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Schulman Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Schulman Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Schulman was unaware, or with respect to any material nonpublic information acquired by Ms. Schulman or the Company after the date of the representation.
James Shen 10b5-1 Plan
On October 1, 2025 , James Shen , the Company’s Interim Chief Financial Officer , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Shen Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock, including such shares resulting from the vesting and settlement of restricted stock units and from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options. The Shen Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The aggregate number of shares of Class A common stock that will be available for sale under the Shen Rule 10b5-1 Plan is not yet determinable because the shares available will be net of certain shares sold under Mr. Shen’s prior pre-arranged written stock sale plan entered into on December 23, 2024 (the “Prior Shen Rule 10b5-1 Plan”) and net of shares sold to satisfy tax withholding obligations that arise in connection with the settlement of such restricted stock unit awards. As such, for purposes of this disclosure, the aggregate number of shares of the Company’s Class A common stock available for sale is approximately 36,454 shares, which reflects shares of the Company’s Class A common stock resulting from the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options, the maximum number of shares of Class A common stock held by Mr. Shen that may be sold under the plan, without excluding certain shares that may be sold under the Prior Shulman Rule 10b5-1 Plan, and the maximum number of shares underlying Mr. Shen’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations, in each case so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Shen Rule 10b5-1 Plan between December 31, 2025 and March 12, 2027 .
The Shen Rule 10b5-1 Plan includes a representation from Mr. Shen to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Shen Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Shen Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Shen Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Shen was unaware, or with respect to any material nonpublic information acquired by Mr. Shen or the Company after the date of the representation.
Once executed, transactions under each of the Staples Rule 10b5-1 Plan, Schulman Rule 10b5-1 Plan and the Shen Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Staples, Ms. Schulman, Mr. Shen or other officers or directors of the Company.
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ITEM 6. EXHIBITS
Incorporated by Reference Filed or Furnished Herewith
Exhibit Number Description Form File Number Exhibit Filing Date
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). X
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the re gistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GITLAB INC.
Date: December 2, 2025
By: /s/ William Staples
Name: William Staples
Title: Chief Executive Officer
Date: December 2, 2025
By: /s/ James Shen
Name: James Shen
Title: Interim Chief Financial Officer
Date: December 2, 2025
By: /s/ Simon Mundy
Name: Simon Mundy
Title: Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.