GitLab Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
$GTLB
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2025
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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: [email protected].
Item 1.01. Entry into a Material Definitive Agreement.
On November 25, 2025, GitLab Inc. (the “Company”) entered into a Right of First Refusal Agreement (the “Agreement”) with Kilo Code, Inc., a Delaware corporation (“Kilo”) and affiliate of Sytse Sijbrandij, the executive chair of the Company’s Board of Directors. In connection with the Company’s execution of the Agreement, the Agreement was reviewed, voted upon and approved by the Audit Committee of the Company’s Board of Directors.
Pursuant to the Agreement, in exchange for $1,000 in consideration, Kilo granted the Company a right whereby if Kilo receives a bona fide third-party acquisition proposal that Kilo determines to accept or enter into exclusive negotiations regarding prior to August 24, 2026, the Company will have a right of first refusal to pursue such transaction on economic and other terms that substantially match those offered by the third party. If the Company does not exercise its right of first refusal within 10 business days following receipt of such third-party offer, Kilo may proceed with the third-party transaction.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended January 31, 2026.
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: November 26, 2025 | By: | /s/ James Shen | ||||||||||||
| James Shen | ||||||||||||||
| Interim Chief Financial Officer | ||||||||||||||