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Gitlab Inc

For the period ended Apr 30, 2024. Filed Jun 4, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2024 · Filed Jun 4, 2024

GTLB$48.09-1.8%Stored close · as of Nov 6, 2026

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Other Information

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

Merline Saintil 10b5-1 Plan

On March 27, 2024, Merline Saintil, amember of the Company’s board of directors, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Saintil Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The Saintil 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 Saintil 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 Saintil Rule 10b5-1 Plan, between June 26, 2024 and March 31, 2025. The aggregate number of shares of Class A common stock that will be available for sale under the Saintil 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. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 2,511, which reflects the aggregate maximum number of shares underlying Ms. Saintil’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.

The Saintil Rule 10b5-1 Plan includes a representation from Ms. Saintil 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 Saintil Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with theadoption of the Saintil 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 Saintil 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. Saintil was unaware, or with respect to any material nonpublic information acquired by Ms. Saintil or the Company after the date of the representation.

Karen Blasing 10b5-1 Plan

On March 26, 2024, Karen Blasing, a member of the Company’s board of directors, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Blasing Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The Blasing 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 Blasing Rule 10b5-1 Plan provides for the potential sale of up to 76,430 shares of the Company’s Class A common stock so long as in each case the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Blasing Rule 10b5-1 Plan, between June 25, 2024 and March 31, 2026. The aggregate number of shares of Class A common stock that will be available for sale under the Blasing

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 settlement of such already vested restricted stock unit awards and exercise and settlement of such stock options. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 76,430, which reflects the aggregate maximum number of shares underlying Ms. Blasing’s restricted stock units and stock options which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.

The Blasing Rule 10b5-1 Plan includes a representation from Ms. Blasing 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 Blasing Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with theadoption of the Blasing 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 Blasing 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. Blasing was unaware, or with respect to any material nonpublic information acquired by Ms. Blasing or the Company after the date of the representation.

Erin Mannix New 10b5-1 Plan

On March 28, 2024, Erin Mannix, the Company’s Chief Accounting Officer, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “New Mannix Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The New Mannix Rule 10b5-1 Plan will take effect on July 1, 2024 and on June 28, 2024 Ms. Mannix’s existing Rule 10b5-1 Plan will terminate according to its terms. The New Mannix 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 Mannix 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 Mannix Rule 10b5-1 Plan, between July 1, 2024 and March 24, 2025. The aggregate number of shares of Class A common stock that will be available for sale under the New Mannix 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. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 17,797, which reflects the aggregate maximum number of shares underlying Ms. Mannix’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.

The New Mannix Rule 10b5-1 Plan includes a representation from Ms. Mannix 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 New Mannix Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with theadoption of the New Mannix 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 Mannix 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. Mannix was unaware, or with respect to any material nonpublic information acquired by Ms. Mannix or the Company after the date of the representation.

Once executed, transactions under each of the Saintil Rule 10b5-1 Plan, the Blasing Rule 10b5-1 Plan and the New Mannix 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 Ms. Saintil, Ms. Blasing, Ms. Mannix or other officers or directors of the Company.

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