Gap Inc (NYSE: GAP) CFO sells 153,413 shares after option exercise

Rhea-AI Filing Summary

Gap Inc.’s Chief Financial Officer Katrina O’Connell reported a mix of option exercises, RSU conversions and share sales. On March 17, 2026, she exercised options for 34,258 shares of Common Stock at an exercise price of $13.93 and converted 23,417 restricted stock units into an equal number of shares.

To cover tax obligations, 11,914 shares were withheld at $23.34 per share. She then sold 34,258 shares at $24.00 and a further 119,155 shares at a weighted average price of $23.8035 in open‑market transactions, with actual prices ranging from $23.55 to $24.12, all under a pre‑arranged Rule 10b5‑1 trading plan adopted on June 12, 2025.

After these transactions, O’Connell held 130,658 shares of Gap Inc. Common Stock directly and 670.2942 shares indirectly through a family trust, where she and her immediate family are among the beneficiaries and she disclaims beneficial ownership beyond 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

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)

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)
03/17/2026

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		23,417	A	$0.0	142,572	D
Common Stock	03/17/2026		F		11,914	D	$23.34	130,658	D
Common Stock	03/17/2026		M(1)		34,258	A	$13.93	164,916	D
Common Stock	03/17/2026		S(1)		34,258	D	$24	130,658	D
Common Stock	03/17/2026		S(2)		119,155	D	$23.8035(3)	11,503	D
Common Stock								670.2942	I	by Trust(4)

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
Non-Qualified Stock Option (right to buy)	$13.93	03/17/2026		M(1)			34,258	(5)	03/14/2032	Common Stock	34,258	$0.0	0	D
Restricted Stock Unit	$0.0(6)	03/17/2026		M			23,417	(7)	(7)	Common Stock	23,417	$0.0	213,194	D

Explanation of Responses:

1. The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.

2. 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.

3. 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.

4. 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.

5. On March 14, 2022, the reporting person was granted an option to purchase a total of 137,029 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

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

7. On March 17, 2025, the reporting person was granted 70,251 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: Katrina O'Connell	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 did Gap (GAP) CFO Katrina O’Connell report in this Form 4?

Gap CFO Katrina O’Connell reported exercising stock options and restricted stock units, followed by significant share sales. The filing details derivative exercises, tax withholding through share delivery, and open‑market sales executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on June 12, 2025.

How many Gap (GAP) shares did Katrina O’Connell sell on March 17, 2026?

Katrina O’Connell sold a total of 153,413 shares of Gap Inc. Common Stock on March 17, 2026. This consisted of 34,258 shares sold at $24.00 per share and 119,155 shares sold at a weighted average price of $23.8035 in open‑market transactions.

What options and RSUs did the Gap (GAP) CFO exercise or convert?

O’Connell exercised a non‑qualified stock option for 34,258 shares at a $13.93 exercise price and converted 23,417 restricted stock units into 23,417 shares. These transactions increased her shareholdings before subsequent tax‑related withholding and open‑market sales on the same date.

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

Following the reported transactions, O’Connell held 130,658 Gap Inc. shares directly and 670.2942 shares indirectly through a family trust. She and her immediate family are beneficiaries of the trust, and she disclaims beneficial ownership beyond her pecuniary interest in those indirect holdings.

Were Katrina O’Connell’s Gap (GAP) share sales pre‑planned under a Rule 10b5‑1 plan?

Yes. The Form 4 states the stock option exercise and related sale and an additional sale were effected under a Rule 10b5‑1 trading plan. That plan was adopted by O’Connell on June 12, 2025, indicating the trades were pre‑scheduled rather than opportunistic.

What tax‑related transaction did the Gap (GAP) CFO report in this Form 4?

O’Connell reported a tax‑withholding disposition of 11,914 shares of Common Stock at $23.34 per share. These shares were delivered to satisfy tax obligations linked to her equity awards, which is distinct from open‑market selling and does not represent a discretionary market trade.