Gap (GAP) Chief People Officer exercises 11,627 RSUs, pays taxes in shares

Rhea-AI Filing Summary

Gap Inc.’s Chief People Officer Amanda J. Thompson exercised restricted stock units into common shares and had shares withheld for taxes. She converted 11,627 restricted stock units into 11,627 shares of Gap common stock, then 5,915 shares were withheld at $23.34 per share to cover tax obligations. After these transactions, she directly holds 107,348 shares of Gap common stock. These movements reflect equity compensation and tax withholding rather than open-market buying or selling.

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

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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)
03/17/2026

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	03/17/2026		M		11,627	A	$0.0	113,263	D
Common Stock	03/17/2026		F		5,915	D	$23.34	107,348	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)	03/17/2026		M			11,627	(2)	(2)	Common Stock	11,627	$0.0	117,811	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 17, 2025, the reporting person was granted 34,883 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: Amanda J. Thompson	03/18/2026
	** 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) Chief People Officer Amanda Thompson report?

Amanda J. Thompson reported exercising restricted stock units into Gap Inc. common shares. She converted 11,627 restricted stock units into 11,627 common shares, then 5,915 of those shares were withheld at $23.34 each to satisfy tax obligations related to the vesting event.

How many Gap (GAP) shares did Amanda Thompson effectively receive from this Form 4 filing?

Thompson exercised 11,627 restricted stock units into common shares. Of these, 5,915 shares were withheld to cover taxes, leaving the remaining shares as part of her direct equity position. Following the transactions, she directly owns 107,348 Gap Inc. common shares in total.

Was Amanda Thompson’s Gap (GAP) Form 4 transaction an open-market stock sale?

No, the Form 4 shows no open-market sale. Thompson exercised 11,627 restricted stock units and 5,915 shares were disposed of under code F, meaning they were withheld at $23.34 per share to pay tax liabilities, not sold in the open market to investors.

How many Gap (GAP) shares does Amanda Thompson own after the reported transactions?

After the reported transactions, Amanda J. Thompson directly owns 107,348 shares of Gap Inc. common stock. This figure reflects her holdings after exercising 11,627 restricted stock units and having 5,915 shares withheld to satisfy tax-related obligations tied to the vesting event.

What does the restricted stock unit exercise mean for Gap (GAP) insider compensation?

The exercise shows part of Thompson’s compensation paid in equity. She converted 11,627 restricted stock units into common shares, a typical method for aligning executives with shareholders. The 5,915 shares withheld at $23.34 per share represent tax payments rather than discretionary stock sales.

What additional RSU grant information is disclosed for Gap (GAP) Chief People Officer Amanda Thompson?

A footnote states Thompson was granted 34,883 restricted stock units on March 17, 2025, vesting in three equal annual installments starting on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. common stock.