GAP (NYSE: GAP) Chief People Officer awarded stock units and shares

Rhea-AI Filing Summary

GAP Inc. Chief People Officer Amanda J. Thompson reported equity awards and related tax withholding transactions. She received a grant of 44,568 restricted stock units, each representing one future share of common stock, vesting in three equal annual installments beginning on the first anniversary of the March 16, 2026 grant.

On the same date, she was also awarded 123,783 shares of common stock. To cover tax obligations tied to these awards, 56,525 shares of common stock were withheld at a price of $23.24 per share. Following these transactions, she directly holds 101,636 shares of common stock and 129,438 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^*

Thompson Amanda J

(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 People 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		123,783	A	$0.0	158,161	D
Common Stock	03/16/2026		F		56,525	D	$23.24	101,636	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		44,568		(2)	(2)	Common Stock	44,568	$0.0	129,438	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 44,568 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	03/17/2026
	** 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).
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FAQ

What equity awards did GAP (GAP) Chief People Officer Amanda Thompson receive?

Amanda Thompson received 44,568 restricted stock units and 123,783 shares of common stock. The restricted stock units convert one-for-one into GAP common shares and vest in three equal annual installments starting on the first anniversary of the March 16, 2026 grant date.

How do Amanda Thompson’s new restricted stock units at GAP (GAP) vest?

The 44,568 restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the March 16, 2026 grant date, meaning one-third of the units convert into GAP common stock each year over three years.

Were any GAP (GAP) shares sold by Amanda Thompson in this Form 4 filing?

No open-market sale was reported. Instead, 56,525 GAP common shares were withheld at $23.24 per share to satisfy tax obligations related to the equity awards, which is a standard tax-withholding disposition rather than a discretionary stock sale.

How many GAP (GAP) shares does Amanda Thompson hold after these transactions?

After the reported transactions, Amanda Thompson directly holds 101,636 shares of GAP common stock. She also holds 129,438 restricted stock units, which represent a contingent right to receive an equivalent number of GAP common shares as they vest over time.

What does the tax-withholding transaction mean in the GAP (GAP) Form 4?

The tax-withholding transaction reflects 56,525 GAP shares being used to cover tax liabilities on the equity awards at $23.24 per share. This is a non-market disposition typically handled by the company and does not represent an open-market sale decision by the executive.