Gap (GAP) Chief People Officer exercises 7,897 RSUs, 4,017 shares withheld

Rhea-AI Filing Summary

Gap Inc. Chief People Officer Amanda J. Thompson exercised 7,897 restricted stock units, converting them into the same number of common shares. As part of this equity compensation event, 4,017 common shares were withheld at $23.85 per share to cover tax obligations, rather than sold in the market. Following these transactions, she directly holds 111,228 shares of Gap Inc. common stock. The restricted stock units relate to a prior grant of 31,589 units awarded on March 18, 2024, vesting in four 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

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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^*

Thompson Amanda J

(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 People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		M		7,897	A	$0.0	115,245	D
Common Stock	03/18/2026		F		4,017	D	$23.85	111,228	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)	03/18/2026		M			7,897	(2)	(2)	Common Stock	7,897	$0.0	109,914	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 18, 2024, the reporting person was granted 31,589 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: Amanda J. Thompson	03/19/2026
	** 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 insider transaction did Gap (GAP) report for Amanda J. Thompson?

Gap reported that Chief People Officer Amanda J. Thompson exercised 7,897 restricted stock units, receiving the same number of common shares. This reflects routine vesting of prior equity awards rather than an open-market purchase of stock.

Did Amanda J. Thompson sell Gap (GAP) shares in this Form 4 filing?

The filing shows 4,017 Gap common shares were disposed of at $23.85 per share to satisfy tax obligations. This is coded as a tax-withholding transaction, not an open-market sale initiated for investment reasons.

How many Gap (GAP) shares does Amanda J. Thompson hold after the transactions?

After the reported transactions, Amanda J. Thompson directly holds 111,228 shares of Gap Inc. common stock. This figure reflects her position following the RSU conversion and the share withholding for taxes on the vesting event.

What was the origin of the restricted stock units exercised by Amanda J. Thompson at Gap (GAP)?

The restricted stock units exercised come from a prior grant of 31,589 RSUs awarded on March 18, 2024. These units vest in four equal annual installments beginning one year after the grant date, providing staged equity compensation.

Does this Gap (GAP) Form 4 indicate any remaining derivative or option positions for Amanda J. Thompson?

The summary data shows no remaining derivative positions listed after this RSU conversion. The reported activity focuses solely on the vesting and settlement of restricted stock units into common shares and the associated tax-withholding shares.