Gap (GAP) chief executes 19,379 RSUs, 6,953 shares withheld for tax

Rhea-AI Filing Summary

Gap Inc. Chief Business & Strategy Officer Eric Kayen Chan exercised restricted stock units into common shares and had shares withheld for taxes. On March 17, 2026, 19,379 restricted stock units converted into the same number of common shares at a price of $0.00 per share.

In a related step, 6,953 common shares were withheld at $23.34 per share to cover tax obligations, which is not an open-market sale. After these transactions, Chan directly holds 35,343.942 common shares. The filing notes that each restricted stock unit represents one share of Gap Inc. common stock and references an earlier grant of 58,139 restricted stock units made on March 17, 2025, vesting in three equal annual installments.

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^*

Chan Eric Kayen

(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 Business & Strat 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		19,379	A	$0.0	42,296.942(1)	D
Common Stock	03/17/2026		F		6,953	D	$23.34	35,343.942	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)	03/17/2026		M			19,379	(3)	(3)	Common Stock	19,379	$0.0	143,515	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 17, 2025, the reporting person was granted 58,139 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: Eric Chan	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) executive Eric Kayen Chan report in this Form 4?

Eric Kayen Chan reported exercising 19,379 restricted stock units into Gap common shares and a related tax withholding transaction. These movements reflect equity compensation mechanics rather than an open-market purchase or sale, and leave him holding 35,343.942 common shares directly after the transactions.

How many Gap (GAP) shares did Eric Kayen Chan acquire through RSU conversion?

Chan acquired 19,379 Gap common shares through the conversion of 19,379 restricted stock units at a stated price of $0.00 per share. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. common stock upon vesting and settlement.

Why were 6,953 Gap (GAP) shares disposed of in this insider filing?

The 6,953 Gap common shares were withheld to satisfy tax obligations related to the equity transaction, at a price of $23.34 per share. This tax-withholding disposition is coded as “F” and does not represent an open-market sale initiated for investment reasons.

What are Eric Kayen Chan’s Gap (GAP) holdings after the reported transactions?

After the transactions, Chan directly holds 35,343.942 Gap common shares according to the filing. This figure reflects the 19,379 shares received from restricted stock units, reduced by 6,953 shares withheld to cover taxes, and incorporates prior directly held common stock balances.

What prior restricted stock unit grant to Eric Kayen Chan does the filing reference for Gap (GAP)?

The filing references a prior grant of 58,139 restricted stock units to Chan on March 17, 2025. These units vest in three equal annual installments beginning on the first anniversary of the grant date, forming part of his longer-term equity compensation with Gap Inc.

Does this Gap (GAP) Form 4 indicate open-market buying or selling by Eric Kayen Chan?

The Form 4 does not show open-market buying or selling; it records an RSU conversion and tax withholding. The main actions are the exercise of 19,379 restricted stock units into common shares and the withholding of 6,953 shares to pay associated tax liabilities.