Gap Inc (GAP) CFO granted RSUs and shares, shares withheld for taxes

Rhea-AI Filing Summary

Gap Inc. Chief Financial Officer Katrina O’Connell reported equity compensation and related tax withholding transactions. On March 16, 2026, she was granted 89,534 restricted stock units, each representing a contingent right to receive one share of Gap Inc. common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

She also received a grant of 225,000 shares of common stock, and 113,563 shares of common stock were disposed of at $23.24 per share to satisfy tax obligations, leaving 119,155 common shares held directly after these transactions. A family trust holds 670.2942 common shares indirectly, for which she disclaims beneficial ownership except for any pecuniary interest.

Insights

Equity compensation and governance analyst

Routine equity grants to Gap’s CFO with tax withholding, no open-market trades.

The filing shows Katrina O’Connell, Gap’s Chief Financial Officer, receiving stock-based compensation rather than trading shares on the market. She was granted 89,534 restricted stock units and 225,000 common shares, typical tools to align executive pay with shareholder interests.

A separate disposition of 113,563 common shares at $23.24 per share is classified as a tax-withholding transaction, not an open-market sale. After these entries, she holds 119,155 common shares directly and has RSUs totaling 236,611 units. An additional 670.2942 shares are held indirectly by a family trust, where she disclaims beneficial ownership beyond any pecuniary interest.

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
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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^*

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)
03/16/2026

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	03/16/2026		A		225,000	A	$0.0	232,718	D
Common Stock	03/16/2026		F		113,563	D	$23.24	119,155	D
Common Stock								670.2942	I	by Trust(1)

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)	03/16/2026		A		89,534		(3)	(3)	Common Stock	89,534	$0.0	236,611	D

Explanation of Responses:

1. 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.

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

3. On March 16, 2026, the reporting person was granted 89,534 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: Katrina O'Connell	03/17/2026
	** 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 equity awards did Gap (GAP) CFO Katrina O’Connell receive on March 16, 2026?

Katrina O’Connell received 89,534 restricted stock units and 225,000 shares of Gap Inc. common stock on March 16, 2026. The RSUs vest in three equal annual installments starting one year after the grant date, providing long-term equity-based compensation.

How do Katrina O’Connell’s new restricted stock units at Gap (GAP) vest?

The 89,534 restricted stock units vest in three equal annual installments beginning on the first anniversary of the March 16, 2026 grant. Each vested unit converts into one share of Gap Inc. common stock, tying compensation to multi-year company performance and share price.

Did Gap (GAP) CFO Katrina O’Connell sell shares in this Form 4 filing?

The filing shows 113,563 common shares disposed of at $23.24 per share to cover tax obligations, coded as a tax-withholding transaction. It does not represent an open-market sale; instead, shares were used to pay taxes on her equity awards.

How many Gap (GAP) common shares does Katrina O’Connell hold after these transactions?

Following the March 16, 2026 transactions, Katrina O’Connell holds 119,155 Gap Inc. common shares directly. A separate family trust holds 670.2942 additional shares indirectly, for which she disclaims beneficial ownership except to the extent of any pecuniary interest.

What does each restricted stock unit granted to Gap (GAP) CFO represent?

Each restricted stock unit granted to Katrina O’Connell represents a contingent right to receive one share of Gap Inc. common stock. The units convert into shares as they vest over time, linking her potential compensation directly to the company’s equity value.

How many restricted stock units does Katrina O’Connell hold after the March 16, 2026 grant at Gap (GAP)?

After the March 16, 2026 grant of 89,534 restricted stock units, Katrina O’Connell holds 236,611 RSUs in total. These units provide potential future shares as they vest, reinforcing a long-term incentive structure aligned with Gap Inc.’s performance.