Gap Inc. (NYSE: GAP) CEO for Gap Brand granted shares and RSUs

Rhea-AI Filing Summary

Gap Inc. President & CEO of Gap Brand, Mark Breitbard, reported stock-based compensation awards and related tax withholding. He received a grant of 107,441 restricted stock units, each representing one share of common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

He was also granted 225,000 shares of common stock, both awards at no cash cost to him. To cover tax obligations, 113,563 common shares were withheld at a price of $23.24 per share. After these transactions, he directly holds 243,140 common shares and 256,941 restricted stock units.

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

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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).

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 CA 94105-1205

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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

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

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

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	03/16/2026		A		225,000	A	$0.0	356,703	D
Common Stock	03/16/2026		F		113,563	D	$23.24	243,140	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(1)	03/16/2026		A		107,441		(2)	(2)	Common Stock	107,441	$0.0	256,941	D

Explanation of Responses:

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

2. On March 16, 2026, the reporting person was granted 107,441 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	03/17/2026
	** 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.
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FAQ

What stock awards did GAP executive Mark Breitbard receive on March 16, 2026?

Mark Breitbard received 107,441 restricted stock units and 225,000 shares of GAP common stock as compensation awards on March 16, 2026. Both grants were reported at a price of $0.00 per share, meaning no cash outlay was required from him.

How do Mark Breitbard’s new restricted stock units from GAP vest?

The 107,441 restricted stock units vest in three equal annual installments, starting on the first anniversary of the March 16, 2026 grant date. Each vested unit converts into one share of GAP common stock when it settles, subject to continued service and plan terms.

How many GAP shares were withheld for Mark Breitbard’s taxes?

GAP withheld 113,563 shares of common stock from Mark Breitbard at $23.24 per share to satisfy tax obligations. This disposition is coded as a tax-withholding transaction, not an open-market sale, and is a common mechanism for covering equity award-related taxes.

What are Mark Breitbard’s GAP common stock holdings after these transactions?

After the reported March 16, 2026 transactions, Mark Breitbard directly holds 243,140 shares of GAP common stock. This figure reflects the net position after receiving 225,000 granted shares and having 113,563 shares withheld to cover associated tax liabilities.

How many restricted stock units does Mark Breitbard hold in GAP after the grant?

Following the March 16, 2026 grant, Mark Breitbard holds 256,941 restricted stock units tied to GAP common stock. Each unit represents a contingent right to receive one share, subject to the vesting schedule and the conditions set under the company’s equity plan.

Were Mark Breitbard’s GAP transactions open-market buys or sells?

The reported GAP transactions are compensation-related, not open-market trades. Two entries are coded as grants or awards, delivering restricted stock units and common shares at no cost, while the third entry reflects shares withheld to cover taxes, rather than discretionary selling.