GAP Inc. (GAP) legal chief exercises RSUs, withholds 1,764 shares for taxes

Rhea-AI Filing Summary

GAP Inc. Chief Legal & Compliance Officer Julie Gruber exercised restricted stock units that converted into 5,261 shares of Common Stock on March 14, 2026. These RSUs carried a right to receive one share of Gap Inc. common stock each and stem from a grant originally awarded on March 14, 2022.

Of the common shares delivered at vesting, 1,764 shares were withheld by the company at a price of $23.24 per share to cover tax obligations. After these transactions, Gruber directly holds 50,724.4577 shares of GAP Inc. common stock, reflecting a routine compensation-related equity vesting event rather than an open-market trade.

Insider Trade Summary

5,261 shares exercised/converted

Mixed 3 txns

Insider Gruber Julie

Role Chief Legal&Compliance Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	5,261	$0.00	--
Exercise	Common Stock	5,261	$0.00	--
Tax Withholding	Common Stock	1,764	$23.24	$41K

Holdings After Transaction: Restricted Stock Unit — 85,972 shares (Direct); Common Stock — 52,488.458 shares (Direct)

Footnotes (1)

1. 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 22,352 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^*

Gruber Julie

(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 Legal&Compliance 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		5,261	A	$0.0	52,488.4577	D
Common Stock	03/14/2026		F		1,764	D	$23.24	50,724.4577	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)	03/14/2026		M			5,261	(2)	(2)	Common Stock	5,261	$0.0	85,972	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 14, 2022, the reporting person was granted 22,352 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: Julie Gruber	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 transaction did GAP Chief Legal Officer Julie Gruber report?

Julie Gruber reported exercising restricted stock units into 5,261 GAP Inc. common shares. The RSUs converted on March 14, 2026, as part of a prior equity grant, representing a routine compensation-related vesting rather than a new open-market purchase or sale.

How many GAP Inc. shares were withheld for taxes in Julie Gruber’s Form 4?

1,764 GAP Inc. common shares were withheld for taxes at $23.24 per share. This tax-withholding disposition is coded as an F transaction, meaning shares were surrendered to satisfy tax obligations, not sold on the open market for investment purposes.

What is Julie Gruber’s GAP Inc. share ownership after this Form 4 transaction?

After the reported transactions, Julie Gruber directly holds 50,724.4577 GAP Inc. shares. This reflects her updated equity position following the RSU conversion into common stock and the related tax-withholding share disposition reported on March 14, 2026.

What restricted stock unit grant is referenced in Julie Gruber’s GAP Form 4?

The RSUs relate to a 22,352-unit grant awarded on March 14, 2022. According to the footnotes, this grant vests in four equal annual installments beginning on the first anniversary of the grant date, with the latest vesting tranche triggering this Form 4.

Is Julie Gruber’s GAP Inc. Form 4 an open-market stock sale or purchase?

No, the Form 4 reflects RSU vesting and tax withholding, not market trades. The M code shows derivative exercise or conversion, and the F code indicates shares delivered for tax liabilities, so there is no open-market buying or selling activity disclosed.

What role does Julie Gruber hold at GAP Inc. in this Form 4 filing?

Julie Gruber is identified as GAP Inc.’s Chief Legal & Compliance Officer. Her status as an executive officer requires reporting equity transactions like RSU vesting and related tax-withholding dispositions on Form 4 under SEC insider reporting rules.