Gitlab Inc.
For the period ended Apr 30, 2025. Filed Jun 11, 2025.
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Apr 30, 2025 · Filed Jun 11, 2025
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
Merline Saintil 10b5-1 Plan
On March 28, 2025, 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 July 2, 2025 and December 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 1,214, 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 the adoption 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.
Once executed, transactions under each of the Saintil 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 or other officers or directors of the Company.
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