Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Sytse Sijbrandij 10b5-1 Plan
On June 25, 2026 , Sytse Sijbrandij , Co-Founder and Executive Chair of the Board of Directors of the Company , entered into, through Mr. Sijbrandij’s revocable trust (the “Trust”), a modification of a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the sale of shares of the Company’s Class A common stock owned by Mr. Sijbrandij through the Trust (the “Sijbrandij Plan Modification”). Under Rule 10b5-1, the Sijbrandij Plan Modification constituted a termination of an existing plan (the “Terminated Sijbrandij 10b5-1 Plan”) and an adoption of a new plan (the “New Sijbrandij 10b5-1 Plan”).
Each of the Terminated Sijbrandij 10b5-1 Plan and the New Sijbrandij 10b5-1 Plan was entered into and, in the case of the Terminated Sijbrandij 10b5-1 Plan, modified or terminated, during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and was or is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, as applicable. The New Sijbrandij 10b5-1 Plan provides for the potential sale of approximately 6,292,736 shares so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the New Sijbrandij 10b5-1 Plan, between September 24, 2026 and August 18, 2027 .
The New Sijbrandij 10b5-1 Plan includes a representation from Mr. Sijbrandij 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 New Sijbrandij 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 New Sijbrandij 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 New Sijbrandij 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. Sijbrandij was unaware, or with respect to any material nonpublic information acquired by Mr. Sijbrandij or the Company after the date of the representation.
Simon Mundy 10b5-1 Plan
On June 30, 2026 , Simon Mundy , the Company’s Chief Accounting Officer , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “New Mundy Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The New Mundy Rule 10b5-1 Plan will take effect on October 1, 2026 and on September 30, 2026 Mr. Mundy’s existing Rule 10b5-1 Plan will terminate according to its terms. The New Mundy 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 New Mundy Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s Class A common stock, including upon the vesting and settlement of restricted stock units, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the New Mundy Rule 10b5-1 Plan, between October 1, 2026 and September 30, 2027 . The aggregate number of shares of Class A common stock that will be available for sale under the New Mundy Rule 10b5-1 Plan is not yet determinable because the shares available will be net of certain shares sold under Mr. Mundy’s prior pre-arranged written stock sale plan (the “Prior Mundy 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 56,647 shares, which reflects the maximum number of shares of Class A common stock held by Mr. Mundy that may be sold under the plan, without excluding certain shares that may be sold under the Prior Mundy Rule 10b5-1 Plan, and the maximum number of shares underlying Mr. Mundy’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations,
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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 New Mundy Rule 10b5-1 Plan.
The New Mundy Rule 10b5-1 Plan includes a representation from Mr. Mundy 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 New Mundy 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 New Mundy 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 New Mundy 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. Mundy was unaware, or with respect to any material nonpublic information acquired by Mr. Mundy or the Company after the date of the representation.
Sivaprasad Padisetty 10b5-1 Plan
On June 29, 2026 , Sivaprasad Padisetty , the Company’s Chief Technology Officer , entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Padisetty 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. The Padisetty 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 Padisetty Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock unit awards and will include shares to be acquired through the Company’s Employee Stock Purchase Plan (the “ESPP”). As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 351,924 shares, which reflects the aggregate maximum number of shares underlying Mr. Padisetty’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations or including the shares to be acquired through the ESPP. The Padisetty Rule 10b5-1 Plan provides for an approximate selling start date of September 10, 2026 with an end date of September 30, 2027 .
The Padisetty Rule 10b5-1 Plan includes a representation from Mr. Padisetty 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 Padisetty 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 Padisetty 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 Padisetty 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. Padisetty was unaware, or with respect to any material nonpublic information acquired by Mr. Padisetty or the Company after the date of the representation.
Once executed, transactions under each of the New Sijbrandij 10b5-1 Plan, New Mundy Rule 10b5-1 Plan and the Padisetty 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. Sijbrandij, Mr. Mundy, Mr. Padisetty 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: September 1, 2026
By: /s/ William Staples
Name: William Staples
Title: Chief Executive Officer
Date: September 1, 2026
By: /s/ Jessica Ross
Name: Jessica Ross
Title: Chief Financial Officer
Date: September 1, 2026
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.