Gap Inc. (GAP) exec exercises 10,714 RSUs, withholds 3,902 shares for taxes

Rhea-AI Filing Summary

Gap Inc. reported that Chief Supply Chain & Transformation Officer Sarah Gilligan exercised 10,714 restricted stock units into an equal number of common shares on March 13, 2026. A portion of the resulting shares, 3,902, was withheld at a price of $23.13 per share to cover tax obligations. Following these compensation-related transactions, she directly holds 6,812 common shares and 70,280 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^*

Gilligan Sarah

(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)
	Chief Sup Chn & Transform Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		M		10,714	A	$0.0	10,714	D
Common Stock	03/13/2026		F		3,902	D	$23.13	6,812	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)	03/13/2026		M			10,714	(2)	(2)	Common Stock	10,714	$0.0	70,280	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 13, 2023, the reporting person was granted 42,857 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

	By: De Anna Mekwunye, Power of Attorney For: Sarah Gilligan	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Gap Inc. (GAP) report for Sarah Gilligan?

Gap Inc. reported that executive Sarah Gilligan exercised 10,714 restricted stock units into common shares. These units are part of her equity compensation and convert one-for-one into Gap Inc. common stock when they vest, aligning her interests with shareholders over time.

How many Gap Inc. shares were used to cover Sarah Gilligan’s taxes?

Of the shares issued from the vested restricted stock units, 3,902 common shares were withheld at $23.13 per share to satisfy tax obligations. This tax-withholding disposition is a standard, non-open-market mechanism rather than a discretionary sale into the public market.

How many Gap Inc. shares does Sarah Gilligan hold after this Form 4?

After these transactions, Sarah Gilligan directly holds 6,812 Gap Inc. common shares. She also holds 70,280 restricted stock units, which represent contingent rights to receive the same number of common shares as they vest under the company’s equity compensation plans.

What is the origin of the restricted stock units exercised by Sarah Gilligan at Gap Inc.?

The filing notes that on March 13, 2023, Sarah Gilligan was granted 42,857 restricted stock units, vesting in four equal annual installments. The 10,714 units exercised on March 13, 2026, represent one of those equal installments becoming deliverable as common stock.

Was Sarah Gilligan’s Gap Inc. Form 4 a market sale of shares?

The Form 4 reflects an option-like exercise of restricted stock units and a tax-withholding disposition, not an open-market sale. Shares were withheld at $23.13 per share to pay taxes, a common administrative step when equity awards vest, rather than a discretionary stock sale.