0001653482FALSE00016534822024-06-222024-06-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________ 

FORM 8-K
______________________________  

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2024
______________________________
 
GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)
____________________________________ 

Delaware001-4089547-1861035
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
    
Address Not Applicable1
 
Zip Code Not Applicable1
(Address of Principal Executive Offices) (Zip Code)

 Registrant’s Telephone Number, Including Area Code: Not Applicable


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		 Trading
Symbol(s)		 
Name of each exchange on which registered
Class A Common Stock, par value $0.0000025 per share GTLB 
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐

__________________________
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

On June 22, 2024, the board of directors (the “Board”) of GitLab Inc. (the “Company”), adopted amendments to the Company’s existing Severance Plan (the “Plan”), applicable to certain team members of the Company, including the Company’s named executive officers, in connection with a periodic review of the Plan.

The amendments to the Plan include an amendment to the definition of “CIC Severance” to clarify that an individual’s equity awards may not be subject to cancellation by the Board in connection with a Corporate Transaction (as defined in the Plan) without consideration.

The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
104Cover Page Interactive Data File (formatted as Inline XBRL).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GitLab Inc.
Dated: June 25, 2024By: /s/ Brian Robins
  Brian Robins
Chief Financial Officer