GAP (GAP) Old Navy CEO Barbeito sells 113,684 shares under 10b5-1 plan

Rhea-AI Filing Summary

GAP INC President & CEO of Old Navy Horacio Barbeito sold 113,684 shares of common stock in an open-market transaction. The shares were sold at a weighted average price of $24.0137 per share, through multiple trades between $23.85 and $24.27. After the sale, he directly holds 115,024.383 GAP shares. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on December 12, 2025, indicating it was scheduled in advance rather than timed discretionarily.

Insights

Equity markets & insider trading analyst

Pre-planned open-market sale trims Barbeito’s GAP stake but leaves a sizeable remaining position.

Horacio Barbeito, President & CEO of Old Navy at GAP INC, executed an open-market sale of 113,684 common shares at a weighted average of $24.0137. Following the transaction, he continues to hold 115,024.383 shares directly, so he retains meaningful equity exposure.

The filing states the sale occurred under a Rule 10b5-1 trading plan adopted on December 12, 2025. Such plans are established in advance, which suggests the trade follows a preset schedule rather than opportunistic timing. The price range of $23.85 to $24.27 shows execution across multiple trades in a relatively narrow band.

Because there are no derivative positions reported in this filing, the visible equity stake now consists entirely of common shares. Future company filings may clarify whether additional 10b5-1 sales are scheduled under the same plan or if this represents a one-time disposition.

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^*

Barbeito Horacio

(Last) (First) (Middle)

C/O GAP, INC.

2 FOLSOM STREET

(Street)

SAN FRANCISCO CALIFORNIA 94105

(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)
	President & CEO, Old Navy

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		S(1)		113,684	D	$24.0137(2)	115,024.383	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

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 December 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 $23.85 to $24.27, 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.

	Susanna Zhang, Power of Attorney For: Horacio Barbeito	03/23/2026
	** 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 Horacio Barbeito do in this Form 4 filing?

Horacio Barbeito reported an open-market sale of 113,684 GAP common shares. The sale was executed at a weighted average price of $24.0137 per share, and it was made under a pre-arranged Rule 10b5-1 trading plan adopted in December 2025.

How many GAP (GAP) shares did Horacio Barbeito sell and at what prices?

He sold 113,684 GAP common shares at a weighted average price of $24.0137. The filing notes multiple trades, with transaction prices ranging from $23.85 to $24.27 per share, and offers to provide full trade details upon request to regulators or shareholders.

How many GAP (GAP) shares does Horacio Barbeito own after this transaction?

After the reported sale, Horacio Barbeito directly holds 115,024.383 GAP common shares. This remaining ownership reflects his ongoing equity stake in the company following the open-market disposition of 113,684 shares reported in the Form 4 insider trading disclosure.

Was Horacio Barbeito’s GAP (GAP) stock sale part of a Rule 10b5-1 plan?

Yes, the filing states the sale was executed under a Rule 10b5-1 trading plan. That plan was adopted on December 12, 2025, indicating the transaction was pre-scheduled rather than a spontaneous trading decision based on short-term market developments or newly obtained information.

What does Rule 10b5-1 mean for this GAP (GAP) insider sale?

Rule 10b5-1 allows insiders to schedule trades in advance under a written plan. For this filing, it means Barbeito’s 113,684-share sale followed a plan adopted in December 2025, which helps separate the trade’s timing from any later-acquired, potentially material nonpublic information.

What type of transaction is reported for GAP (GAP) in this Form 4?

The Form 4 reports a non-derivative open-market sale of GAP common stock by Horacio Barbeito. It is coded as an “S” transaction, meaning a sale in the open market or a private transaction, rather than an option exercise, gift, or tax-withholding event.