Gap (GAP) CFO logs 11,503-share sale under 10b5-1 trading plan

Rhea-AI Filing Summary

Gap Inc.'s Chief Financial Officer Katrina O'Connell reported an amended insider transaction showing an open-market sale of 11,503 shares of common stock on March 18, 2026. The weighted average sale price was $24.2101 per share, with individual trades executed between $23.75 and $24.42.

The sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 12, 2025, indicating it was scheduled in advance rather than timed discretionarily. After this transaction, O'Connell directly holds 8,486 shares of Gap Inc. common stock. This Form 4/A was filed to add a sale that was previously omitted because of an administrative error.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Connell Katrina

(Last) (First) (Middle)

C/O GAP, INC.

2 FOLSOM STREET

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/19/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		S(1)		11,503	D	$24.2101(2)	8,486	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025. This Form 4/A is being filed to include this sale which was inadvertently omitted due to an administrative error.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.75 to $24.42, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

	Susanna Zhang, Power of Attorney For: Katrina O'Connell	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Gap (GAP) disclose for CFO Katrina O'Connell?

Gap’s CFO Katrina O'Connell reported selling 11,503 shares of common stock in an open-market transaction. The filing shows this sale occurred on March 18, 2026 under a pre-arranged Rule 10b5-1 trading plan adopted in June 2025.

At what price did the Gap (GAP) CFO sell her 11,503 shares?

The reported weighted average sale price was $24.2101 per share. According to the filing, the shares were sold in multiple trades at prices ranging from $23.75 to $24.42, and detailed trade data is available upon request to the parties specified.

How many Gap (GAP) shares does the CFO hold after this Form 4/A sale?

Following the reported transaction, Katrina O'Connell directly holds 8,486 shares of Gap common stock. This post-transaction balance reflects the sale of 11,503 shares on March 18, 2026, as disclosed in the amended Form 4/A filing.

Was the Gap (GAP) CFO’s 11,503-share sale pre-planned under Rule 10b5-1?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by the CFO on June 12, 2025. Such plans schedule trades in advance, reducing the significance of short-term market timing for this transaction.

Why was this Gap (GAP) insider transaction filed as a Form 4/A amendment?

The transaction was filed on Form 4/A because the sale had been inadvertently omitted earlier due to an administrative error. The amendment’s purpose is to include this previously unreported 11,503-share sale and correct the historical reporting record.

What does the price range in the Gap (GAP) CFO’s sale indicate?

The filing reports a weighted average price plus a trading range from $23.75 to $24.42. This indicates the 11,503 shares were sold through multiple executions within that band, rather than a single block trade at one fixed price.