Gap Inc. (GAP) CFO sells shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Gap Inc. Chief Financial Officer Katrina O'Connell exercised 17,275 restricted stock units into an equal number of Gap common shares on March 18, 2026. As part of this vesting event, 8,789 shares were withheld to cover tax obligations.

On March 19, 2026, she then executed an open-market sale of 8,486 common shares at a weighted average price of $23.7354 per share, carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 12, 2025. Following these transactions, O'Connell directly holds 11,503 common shares of Gap Inc. and has an additional 670.2942 shares held indirectly through a family trust, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.

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^*

O'Connell Katrina

(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)
	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)

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		M		17,275	A	$0.0	28,778	D
Common Stock	03/18/2026		F		8,789	D	$23.85	19,989	D
Common Stock	03/19/2026		S(1)		8,486	D	$23.7354(2)	11,503	D
Common Stock								670.2942	I	by Trust(3)

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(4)	03/18/2026		M			17,275	(5)	(5)	Common Stock	17,275	$0.0	195,919	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 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.48 to $24.03, 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. The reporting person and members of her immediate family are among the beneficiaries of this family trust. The reporting person disclaims beneficial ownership of the Gap Inc. common stock held by the trust except to the extent of her pecuniary interest therein.

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

5. On March 18, 2024, the reporting person was granted 69,101 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: Katrina O'Connell	03/19/2026
	** 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) CFO Katrina O'Connell report?

Katrina O'Connell reported RSU vesting, tax withholding, and a share sale. She exercised 17,275 restricted stock units into common stock, had 8,789 shares withheld for taxes, and sold 8,486 common shares in an open-market transaction reported on this Form 4.

How many Gap (GAP) shares did the CFO sell and at what price?

The CFO sold 8,486 Gap common shares at a weighted average of $23.7354. The sale was executed in multiple transactions within a price range from $23.48 to $24.03 per share, as disclosed in the Form 4 footnotes.

Were the Gap (GAP) CFO’s share sales under a Rule 10b5-1 plan?

Yes, the reported sale was made under a Rule 10b5-1 trading plan. The Form 4 states the plan was adopted by Katrina O'Connell on June 12, 2025, indicating the sale was pre-arranged rather than a discretionary market-timed transaction.

How many Gap (GAP) shares does the CFO hold after these transactions?

After the transactions, the CFO directly holds 11,503 Gap common shares. The filing also shows an additional 670.2942 shares held indirectly through a family trust, where she is among the beneficiaries and disclaims beneficial ownership beyond her pecuniary interest.

What happened to the Gap (GAP) restricted stock units in this Form 4?

17,275 restricted stock units vested and converted into Gap common shares. Each unit represented a right to receive one share. The vested award was part of a 69,101-unit grant from March 18, 2024, vesting in four equal annual installments.

How were taxes handled on the Gap (GAP) CFO’s RSU vesting?

Taxes were satisfied through share withholding rather than a market sale. The Form 4 reports a disposition of 8,789 common shares coded as “F,” meaning shares were delivered to cover tax liabilities tied to the restricted stock unit vesting.