Gap (GAP) CFO exercises RSUs and sells shares under 10b5‑1 plan

Rhea-AI Filing Summary

Gap Inc. Chief Financial Officer Katrina O’Connell reported a series of equity transactions involving company stock. On March 14, 2026, she exercised 12,036 restricted stock units, receiving the same number of Gap common shares. To cover tax obligations, 4,318 shares of common stock were withheld at a reference price of $23.24 per share. On March 16, 2026, she completed an open‑market sale of 16,036 common shares at a weighted average price of $23.7399 per share under a pre‑arranged Rule 10b5‑1 trading plan. After these transactions, she holds 7,718 common shares directly, plus 670.2942 shares held indirectly through a family trust, and 147,077 restricted stock units, for which she and her family are beneficiaries but she disclaims full beneficial ownership of the trust shares except for her pecuniary interest.

Insider Trade Summary 10b5-1

Net Seller: 16,036 shares ($380,693)

Net Sell 5 txns

Insider O'Connell Katrina

Role Chief Financial Officer

Sold 16,036 shs ($381K)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,036	$23.7399	$381K
Exercise	Restricted Stock Unit	12,036	$0.00	--
Exercise	Common Stock	12,036	$0.00	--
Tax Withholding	Common Stock	4,318	$23.24	$100K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 7,718 shares (Direct); Restricted Stock Unit — 147,077 shares (Direct); Common Stock — 670.294 shares (Indirect, by Trust)

Footnotes (1)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.60 to $23.96, 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. 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. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. On March 14, 2022, the reporting person was granted 48,143 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).

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 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		M		12,036	A	$0.0	28,072	D
Common Stock	03/14/2026		F		4,318	D	$23.24	23,754	D
Common Stock	03/16/2026		S(1)		16,036	D	$23.7399(2)	7,718	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)	03/14/2026		M			12,036	(5)	(5)	Common Stock	12,036	$0.0	147,077	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 $23.60 to $23.96, 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 14, 2022, the reporting person was granted 48,143 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	03/16/2026
	** 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 stock transactions did Gap (GAP) CFO Katrina O’Connell report?

Gap CFO Katrina O’Connell reported exercising 12,036 restricted stock units, withholding 4,318 shares for taxes, and selling 16,036 common shares. These transactions were disclosed in a Form 4 and reflect routine equity compensation activity combined with an open‑market sale.

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

The CFO sold 16,036 Gap common shares at a weighted average price of $23.7399 per share. Footnotes state these were multiple trades within a $23.60 to $23.96 price range, executed as part of a pre‑arranged Rule 10b5‑1 trading plan.

What Gap (GAP) shares did the CFO acquire through restricted stock units?

Katrina O’Connell acquired 12,036 Gap common shares by exercising 12,036 restricted stock units. Each unit represents a contingent right to one share, part of a 48,143‑unit grant from March 14, 2022 that vests in four equal annual installments.

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

After the reported transactions, the CFO directly holds 7,718 Gap common shares and 147,077 restricted stock units. She also has an indirect interest in 670.2942 shares held by a family trust, while disclaiming beneficial ownership beyond her pecuniary interest.

Were the Gap (GAP) CFO’s stock sales made under a Rule 10b5‑1 plan?

Yes. The Form 4 footnotes state the 16,036‑share sale was effected under a Rule 10b5‑1 trading plan adopted on June 12, 2025. Such pre‑arranged plans schedule trades in advance, helping separate routine diversification from discretionary market‑timed selling.

Why were some Gap (GAP) shares withheld in the CFO’s Form 4 filing?

The Form 4 shows 4,318 Gap common shares disposed of as a tax‑withholding transaction. These shares were delivered to satisfy tax obligations arising from the restricted stock unit vesting and exercise, rather than being sold on the open market for investment reasons.