Gap Inc. (NYSE: GAP) awards stock and RSUs to supply chain chief

Rhea-AI Filing Summary

Gap Inc. Chief Supply Chain & Transformation Officer Sarah Gilligan reported routine equity compensation and related tax withholding. On March 16, 2026, she received 43,772 restricted stock units, each representing a right to one share of common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

She was also granted 96,426 shares of common stock, and 44,722 shares of common stock were withheld at $23.24 per share to cover tax obligations. Following these transactions, she directly holds 60,722 shares of common stock and 110,613 restricted stock units.

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

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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^*

Gilligan Sarah

(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 Sup Chn & Transform Ofcr

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		96,426	A	$0.0	105,444	D
Common Stock	03/16/2026		F		44,722	D	$23.24	60,722	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)	03/16/2026		A		43,772		(2)	(2)	Common Stock	43,772	$0.0	110,613	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 16, 2026, the reporting person was granted 43,772 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: Sarah Gilligan	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 insider transactions did GAP Chief Supply Chain & Transformation Officer report?

Sarah Gilligan reported equity compensation and tax withholding transactions. She received restricted stock units and common shares, while a portion of shares was withheld to cover tax obligations, reflecting routine compensation rather than open-market trading activity.

How many restricted stock units did GAP award to Sarah Gilligan?

She was granted 43,772 restricted stock units. Each unit represents a contingent right to receive one share of Gap Inc. common stock, vesting in three equal annual installments starting on the first anniversary of the March 16, 2026 grant date.

What common stock grants did Sarah Gilligan receive from GAP?

She received a grant of 96,426 shares of Gap Inc. common stock at no purchase price. These shares were awarded as part of her compensation, separate from the restricted stock units that vest over time under a multi-year schedule.

Why were some GAP shares disposed of in Sarah Gilligan’s Form 4 filing?

The filing shows 44,722 shares of common stock were disposed of at $23.24 per share to satisfy tax liabilities. This F-code disposition reflects shares withheld by the issuer for taxes, not an open-market sale initiated for investment reasons.

How many GAP shares does Sarah Gilligan hold after these transactions?

After the reported transactions, she directly holds 60,722 shares of Gap Inc. common stock. She also holds 110,613 restricted stock units, representing additional potential future shares that will be delivered as they vest over time.

How do the granted GAP restricted stock units vest for Sarah Gilligan?

The 43,772 restricted stock units granted on March 16, 2026 vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, meaning one-third of the units vests each year over a three-year period.