Gap Inc. (GAP) CEO exercises RSUs and withholds shares for tax obligations

Rhea-AI Filing Summary

Gap Inc. President & CEO Richard Dickson reported routine equity compensation activity. On March 17, 2026, he exercised restricted stock units that converted into 58,139 shares of Gap Inc. common stock, reflecting the vesting of prior equity awards.

A portion of the newly issued shares was used to satisfy tax obligations. Specifically, 31,365 common shares were disposed of at $23.34 per share through a tax-withholding transaction, which is not an open-market sale. After these transactions, Dickson directly held about 652,273.921 common shares.

Insights

Equity Compensation Analyst

CEO’s Form 4 shows routine RSU vesting with tax withholding, not open-market selling.

Richard Dickson’s transactions center on restricted stock units converting into 58,139 common shares. This follows a prior grant of 174,418 RSUs that vests in three equal annual installments, so this looks like scheduled compensation rather than discretionary trading.

The filing also records a tax-withholding disposition of 31,365 shares at $23.34 per share to cover obligations tied to the vesting. This F-code event is not an open-market sale and carries limited signal about sentiment. Following these moves, he directly holds 652,273.921 shares, indicating a substantial continuing equity stake.

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).

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^*

DICKSON RICHARD

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Gap Inc.

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		58,139	A	$0.0	683,638.921	D
Common Stock	03/17/2026		F		31,365	D	$23.34	652,273.921	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)	03/17/2026		M			58,139	(2)	(2)	Common Stock	58,139	$0.0	761,762	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 17, 2025, the reporting person was granted 174,418 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: Richard Dickson	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 Inc. (GAP) CEO Richard Dickson report?

Richard Dickson reported exercising restricted stock units into 58,139 common shares and a related tax-withholding disposition of 31,365 shares at $23.34 per share. These transactions reflect equity compensation vesting, not open-market buying or selling activity.

Did the GAP Inc. (GAP) CEO sell shares on the open market in this Form 4?

The Form 4 shows 31,365 shares disposed at $23.34 per share under code F, which indicates shares withheld to cover tax obligations. This is an administrative tax-withholding event, not an open-market sale initiated for portfolio or valuation reasons.

How many GAP Inc. (GAP) shares does the CEO hold after these transactions?

After the reported equity transactions, Richard Dickson directly holds approximately 652,273.921 shares of GAP Inc. common stock. This post-transaction balance reflects both the RSU conversion of 58,139 shares and the tax-withholding disposition of 31,365 shares recorded in the Form 4.

What type of awards were involved in the GAP Inc. (GAP) CEO’s Form 4 filing?

The filing involves restricted stock units (RSUs) that convert into common shares. Each RSU represents a contingent right to receive one share of GAP Inc. common stock, and the reported transaction shows 58,139 RSUs converting into an equal number of common shares on vesting.

When were the GAP Inc. (GAP) CEO’s restricted stock units originally granted?

Footnotes indicate that on March 17, 2025, Richard Dickson was granted 174,418 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. The current Form 4 reflects one installment vesting and converting into common shares.

Is the GAP Inc. (GAP) CEO’s Form 4 transaction a strong bullish or bearish signal?

The transactions appear to be routine equity compensation events, with RSUs vesting into 58,139 shares and some shares withheld for taxes. Such M- and F-code entries typically provide limited insight into management’s view on valuation, since they follow preset vesting schedules and tax requirements.