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Gitlab Inc.

For the period ended Jan 31, 2025. Filed Mar 21, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 21, 2025

GTLB$47.12-2.0%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

Rule 10b5-1 Trading Plans

Sytse Sijbrandij 10b5-1 Plan

On December 26, 2024, Sytse Sijbrandij, Co-Founder and Executive Chair of the Board of Directors of the Company, entered into, through Mr. Sibrandij’s revocable trust and the Sijbrandij Foundation, a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Sijbrandij Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock. The Sijbrandij 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 Sijbrandij Rule 10b5-1 Plan provides for the potential sale of approximately 2,173,416 shares, which reflects the aggregate number of shares of the Company’s Class A common stock resulting from the conversion of shares of the Company’s Class B common stock, as applicable, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Sijbrandij Rule 10b5-1 Plan, between April 15, 2025 and March 18, 2026.

The Sijbrandij Rule 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 Sijbrandij 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 Sijbrandij 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 Sijbrandij 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. Sijbrandij was unaware, or with respect to any material nonpublic information acquired by Mr. Sijbrandij or the Company after the date of the representation.

Brian Robins 10b5-1 Plan

On December 31, 2024, Brian Robins, the Company’s Chief Financial Officer, along with The Robins Family Trust, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Robins Rule 10b5-1 Plan”) under the Exchange Act for the sale of 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 Robins 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 Robins Rule 10b5-1 Plan provide for the potential sale of approximately 230,000 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, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Robins Rule 10b5-1 Plan between April 1, 2025 and February 27, 2026.

The Robins Rule 10b5-1 Plan includes a representation from Mr. Robins and The Robins Family Trust trustee to the broker administering the plan that neither was in possession of any material nonpublic information regarding the Company or the securities subject to the Robins 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 Robins Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date ofadoption of the Robins 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. Robins or the trustee was unaware, or with respect to any material nonpublic information acquired by Mr. Robins, the trustee or the Company after the date of the representation.

Sabrina Farmer 10b5-1 Plan

On December 31, 2024, Sabrina Farmer, the Company’s Chief Technology Officer, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Farmer Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock resulting from vesting and settlement of restricted stock units. The Farmer 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 Farmer 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 units. 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 93,175 shares, which reflects the aggregate maximum number of shares underlying Ms. Farmer’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the Farmer Rule 10b5-1 Plan between April 1, 2025 and December 26, 2025.

The Farmer Rule 10b5-1 Plan includes a representation from Ms. Farmer 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 Farmer 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 Farmer Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date ofadoption of the Farmer 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. Farmer was unaware, or with respect to any material nonpublic information acquired by Ms. Farmer or the Company after the date of the representation.

Once executed, transactions under each of the Sijbrandij Rule 10b5-1 Plan, the Robins Rule 10b5-1 Plan and the Farmer 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. Robins, Ms. Farmer or other officers or directors of the Company.

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