Gap (GAP) Old Navy CEO vests 35,529 RSUs, withholds 15,097 shares for tax

Rhea-AI Filing Summary

Gap Inc. executive Horacio Barbeito exercised equity awards and had shares withheld for taxes. On this Form 4, the President & CEO of Old Navy converted 35,529 restricted stock units into an equal number of Gap Inc. common shares at no exercise price.

To cover tax obligations on this vesting, 15,097 common shares were automatically withheld at a price of $23.34 per share rather than sold in the open market. After these transactions, Barbeito directly holds 213,096.383 shares of Gap Inc. common stock. The restricted stock units come from a 106,589-unit grant that vests in three equal annual installments beginning on the first anniversary of the grant date.

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^*

Barbeito Horacio

(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)
	President & CEO, Old Navy

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		35,529	A	$0.0	228,193.383	D
Common Stock	03/17/2026		F		15,097	D	$23.34	213,096.383	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			35,529	(2)	(2)	Common Stock	35,529	$0.0	272,188	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 106,589 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: Horacio Barbeito	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) report for Horacio Barbeito?

Horacio Barbeito exercised restricted stock units into common shares. He converted 35,529 restricted stock units into 35,529 Gap Inc. common shares and then had 15,097 shares withheld to cover tax obligations related to the vesting event.

Did the Old Navy CEO buy or sell Gap (GAP) shares in the market?

No open-market purchases or sales were reported. The filing shows an option-style exercise of 35,529 restricted stock units and a tax-withholding disposition of 15,097 shares at $23.34 per share, rather than discretionary market trading.

How many Gap (GAP) shares does Horacio Barbeito hold after this Form 4?

Horacio Barbeito directly holds 213,096.383 common shares. This post-transaction ownership reflects the net impact of the 35,529 restricted stock units converted into shares and the 15,097 shares withheld to satisfy associated tax obligations.

What equity award is vesting for Gap (GAP) executive Horacio Barbeito?

Barbeito is vesting a 106,589-unit restricted stock grant. The award was granted as restricted stock units and is scheduled to vest in three equal annual installments starting on the first anniversary of the grant date, driving ongoing share deliveries.

How many Gap (GAP) shares were used to cover taxes in this insider filing?

A total of 15,097 common shares were withheld for taxes. These shares were applied toward the tax liability at a reported price of $23.34 per share, reflecting a non-market, mechanistic tax-withholding disposition tied to the vesting event.