Old Navy CEO at Gap (GAP) exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

GAP Inc. executive Horacio Barbeito, President & CEO of Old Navy, exercised restricted stock units into common shares. On March 13, 2026, he converted 32,143 restricted stock units into the same number of GAP common shares. Of these, 8,836 shares were withheld at $23.13 per share to cover tax obligations, a non-market disposition. Following these transactions, Barbeito directly holds 24,648.383 GAP common shares.

Insider Trade Summary

32,143 shares exercised/converted

Mixed 3 txns

Insider Barbeito Horacio

Role President & CEO, Old Navy

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	32,143	$0.00	--
Exercise	Common Stock	32,143	$0.00	--
Tax Withholding	Common Stock	8,836	$23.13	$204K

Holdings After Transaction: Restricted Stock Unit — 220,173 shares (Direct); Common Stock — 33,484.383 shares (Direct)

Footnotes (1)

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP). Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. On March 13, 2023, the reporting person was granted 128,571 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Barbeito Horacio

(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, Old Navy

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		32,143	A	$0.0	33,484.383(1)	D
Common Stock	03/13/2026		F		8,836	D	$23.13	24,648.383	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(2)	03/13/2026		M			32,143	(3)	(3)	Common Stock	32,143	$0.0	220,173	D

Explanation of Responses:

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).

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

3. On March 13, 2023, the reporting person was granted 128,571 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: Horacio Barbeito	03/13/2026
	** 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.

FAQ

What insider transaction did GAP (GAP) report for Horacio Barbeito?

GAP reported that Horacio Barbeito, President & CEO of Old Navy, exercised 32,143 restricted stock units into an equal number of common shares. A portion of these shares was then withheld to satisfy tax obligations, reflecting a routine compensation-related equity transaction.

How many GAP shares did Horacio Barbeito acquire and what happened to them?

Horacio Barbeito acquired 32,143 GAP common shares through the exercise of restricted stock units. Of these shares, 8,836 were immediately withheld at $23.13 each to cover tax liabilities, leaving the remaining shares as part of his direct equity ownership position.

What does the F code tax-withholding transaction mean in GAP’s Form 4?

The F code indicates 8,836 GAP shares were withheld to pay taxes on equity compensation, not sold on the open market. This is a standard, non-discretionary mechanism where shares are used to satisfy tax obligations triggered by vesting or exercise of stock-based awards.

How many GAP shares does Horacio Barbeito hold after these transactions?

After exercising restricted stock units and related tax withholding, Horacio Barbeito directly holds 24,648.383 GAP common shares. This figure reflects his updated post-transaction ownership, as reported in the Form 4, and represents his remaining equity stake from this specific filing.

What role does Horacio Barbeito hold at GAP related to this Form 4 filing?

Horacio Barbeito is the President & CEO of Old Navy, a division of GAP Inc. His Form 4 filing reflects equity compensation activity in GAP stock tied to this leadership role, specifically the vesting and conversion of restricted stock units into common shares.

Were any derivative positions reported remaining for Horacio Barbeito in this GAP filing?

The filing shows one derivative transaction converting 32,143 restricted stock units into common shares, with no remaining derivative positions listed in the derivative summary. The focus is on this specific vesting and conversion event tied to his GAP equity compensation.