Gap (GAP) brand CEO sells 119,155 shares under 10b5-1 plan

Rhea-AI Filing Summary

Gap Inc. executive Mark Breitbard, President & CEO of Gap Brand, exercised 24,224 restricted stock units on March 17, 2026, receiving the same number of common shares at a conversion price of $0.00 per share. A portion of the resulting shares, 12,325, was delivered back to the company at $23.34 per share to cover tax obligations, which is a non-market, F-code tax-withholding disposition.

On the same day, Breitbard conducted an open-market sale of 119,155 common shares at a weighted-average price of $23.8036 per share under a pre-arranged Rule 10b5-1 trading plan adopted on June 13, 2025. After these transactions, he directly owned 135,884 common shares of Gap Inc.

Insights

Equity compensation and insider-trading analyst

Routine RSU vesting with a sizable, pre-planned stock sale.

Mark Breitbard exercised 24,224 restricted stock units, converting them into common stock at $0.00 per share. This reflects normal equity compensation vesting, not an open-market purchase. Each restricted stock unit represents a right to receive one Gap common share.

Of the shares received, 12,325 were used to satisfy tax obligations at $23.34 per share, coded as an F transaction. This is a mechanical tax-withholding step and does not indicate discretionary selling pressure, as the shares are effectively remitted to cover taxes.

The notable discretionary element is the 119,155-share open-market sale at a weighted-average price of $23.8036 per share. However, the sale was made under a Rule 10b5-1 trading plan adopted on June 13, 2025, signaling it was pre-scheduled rather than timed opportunistically.

Following all transactions, Breitbard directly held 135,884 Gap common shares. The filing also notes a prior grant of 72,674 restricted stock units awarded on March 17, 2025, vesting in three equal annual installments, which indicates continuing equity-based alignment with shareholders over the next several years.

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

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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^*

Breitbard Mark

(Last) (First) (Middle)

TWO FOLSOM STREET

(Street)

SAN FRANCISCO CALIFORNIA 94105-1205

(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)
	President & CEO, Gap Brand

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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)

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	03/17/2026		M		24,224	A	$0.0	267,364	D
Common Stock	03/17/2026		F		12,325	D	$23.34	255,039	D
Common Stock	03/17/2026		S(1)		119,155	D	$23.8036(2)	135,884	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
Restricted Stock Unit	$0.0(3)	03/17/2026		M			24,224	(4)	(4)	Common Stock	24,224	$0.0	232,717	D

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 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.55 to $24.12, 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.

3. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

4. On March 17, 2025, the reporting person was granted 72,674 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

	By: De Anna Mekwunye, Power of Attorney For: Mark Breitbard	03/18/2026
	** 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 transactions did Gap (GAP) executive Mark Breitbard report?

Mark Breitbard reported exercising 24,224 restricted stock units into Gap common stock, using 12,325 shares to cover taxes, and selling 119,155 common shares in the open market. All transactions occurred on March 17, 2026, and were disclosed in a Form 4 filing.

How many Gap (GAP) shares did Mark Breitbard sell and at what price?

Mark Breitbard sold 119,155 Gap common shares in an open-market transaction at a weighted-average price of $23.8036 per share. The filing notes individual trades occurred between $23.55 and $24.12, and detailed trade data is available upon request from the reporting person.

Was Mark Breitbard’s Gap (GAP) stock sale under a Rule 10b5-1 plan?

Yes. The Form 4 states the 119,155-share sale was executed under a Rule 10b5-1 trading plan adopted on June 13, 2025. Such plans are pre-arranged, indicating the timing of the sale was scheduled in advance rather than being an ad hoc market-timing decision.

How many Gap (GAP) shares does Mark Breitbard own after these transactions?

After exercising restricted stock units, covering taxes, and selling shares, Mark Breitbard directly owned 135,884 shares of Gap common stock. This post-transaction holding reflects his remaining direct equity stake as reported in the Form 4 following the March 17, 2026 transactions.

What restricted stock units did Mark Breitbard receive from Gap (GAP)?

The filing notes Breitbard was granted 72,674 restricted stock units on March 17, 2025. These RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, providing ongoing equity-based compensation tied to future service and performance.

How were taxes handled on Mark Breitbard’s Gap (GAP) equity transaction?

To cover tax obligations arising from the RSU vesting, 12,325 Gap common shares were delivered at $23.34 per share. This F-code transaction reflects shares withheld or delivered to pay taxes, and does not represent an additional open-market sale or discretionary trading decision.