Gap Inc (GAP) CFO exercises 25,000 RSUs, withholds 8,964 shares for tax

Rhea-AI Filing Summary

Gap Inc.’s Chief Financial Officer Katrina O’Connell exercised 25,000 restricted stock units into common shares, then had 8,964 shares withheld to cover taxes. The tax withholding was priced at $23.13 per share and is not an open-market sale.

After these transactions, she directly held 16,036 shares of Gap Inc. common stock and also had 670.2942 shares reported as indirectly owned through a family trust. Following the derivative transaction, 159,113 shares of common stock were shown as owned in the filing.

Insider Trade Summary

25,000 shares exercised/converted

Mixed 4 txns

Insider O'Connell Katrina

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	25,000	$0.00	--
Exercise	Common Stock	25,000	$0.00	--
Tax Withholding	Common Stock	8,964	$23.13	$207K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 159,113 shares (Direct); Common Stock — 25,000 shares (Direct); Common Stock — 670.294 shares (Indirect, by Trust)

Footnotes (1)

1. The reporting person and members of her immediate family are among the beneficiaries of this family trust. The reporting person disclaims beneficial ownership of the Gap Inc. common stock held by the trust except to the extent of her pecuniary interest therein. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. On March 13, 2023, the reporting person was granted 100,000 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

O'Connell Katrina

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		M		25,000	A	$0.0	25,000	D
Common Stock	03/13/2026		F		8,964	D	$23.13	16,036	D
Common Stock								670.2942	I	by Trust(1)

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(2)	03/13/2026		M			25,000	(3)	(3)	Common Stock	25,000	$0.0	159,113	D

Explanation of Responses:

1. The reporting person and members of her immediate family are among the beneficiaries of this family trust. The reporting person disclaims beneficial ownership of the Gap Inc. common stock held by the trust except to the extent of her pecuniary interest therein.

2. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

3. On March 13, 2023, the reporting person was granted 100,000 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: Katrina O'Connell	03/13/2026
	** 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 did Gap Inc (GAP) CFO Katrina O’Connell report in this Form 4?

Katrina O’Connell exercised 25,000 restricted stock units into Gap Inc. common stock. To cover tax obligations, 8,964 of those shares were withheld at $23.13 per share, leaving her with 16,036 directly held shares plus 670.2942 shares indirectly held through a family trust.

Did the Gap Inc (GAP) CFO buy or sell shares on the open market?

The filing does not show any open-market purchases or sales. It reports an exercise of 25,000 restricted stock units and a tax-withholding disposition of 8,964 shares at $23.13 per share, which is a compensation and tax event rather than a market trade.

How many Gap Inc (GAP) shares does the CFO hold after these transactions?

After the reported transactions, Katrina O’Connell directly held 16,036 shares of Gap Inc. common stock. The filing also shows 670.2942 additional shares held indirectly through a family trust for which she disclaims beneficial ownership beyond her pecuniary interest.

What is the significance of the 8,964 Gap Inc (GAP) shares withheld?

The 8,964 Gap Inc. shares were withheld to satisfy tax liabilities related to the restricted stock unit exercise. This disposition, priced at $23.13 per share, represents payment of taxes using shares rather than cash, not an open-market sale decision by the CFO.

What do the restricted stock units in the Gap Inc (GAP) Form 4 represent?

Each restricted stock unit represents a contingent right to receive one Gap Inc. common share. The filing notes that 25,000 such units were converted into common stock, and references a March 13, 2023 grant of 100,000 restricted stock units vesting in four equal annual installments.

How are Gap Inc (GAP) shares held through the family trust treated in the Form 4?

The filing shows 670.2942 Gap Inc. shares held indirectly through a family trust. The CFO and her immediate family are beneficiaries, and she disclaims beneficial ownership of those shares except to the extent of her pecuniary interest, reflecting limited economic claim on that position.