[Form 4] GAP INC Insider Trading Activity

Rhea-AI Filing Summary

Gap Inc. President & CEO Richard Dickson reported a large equity compensation award. On March 16, 2026, he received 176,415 restricted stock units, each representing one future share of Gap common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

On the same date, he was also awarded 699,012 shares of common stock, while 377,116 shares were withheld at $23.24 per share to cover tax obligations. After these grants and tax withholding, Dickson directly owns about 625,499.921 shares of Gap common stock. The filing notes his balance was adjusted to include shares acquired under the employee stock purchase plan.

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^*

DICKSON RICHARD

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Gap Inc.

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		699,012	A	$0.0	1,002,615.921(1)	D
Common Stock	03/16/2026		F		377,116	D	$23.24	625,499.921	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(2)	03/16/2026		A		176,415		(3)	(3)	Common Stock	176,415	$0.0	819,901	D

Explanation of Responses:

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).

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

3. On March 16, 2026, the reporting person was granted 176,415 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: Richard Dickson	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).
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 (GAP) CEO Richard Dickson report in this Form 4?

Gap CEO Richard Dickson reported equity compensation awards rather than open-market trades. He received restricted stock units and common shares, with some shares withheld to pay taxes, updating his direct ownership position in Gap common stock.

How many restricted stock units did the Gap (GAP) CEO receive?

Richard Dickson received 176,415 restricted stock units. Each unit equals one share of Gap common stock and vests in three equal annual installments starting one year after the March 16, 2026 grant date, subject to continued service and plan terms.

When do Richard Dickson’s new Gap (GAP) RSUs vest?

The 176,415 restricted stock units granted to Richard Dickson vest over three years. They vest in three equal annual installments, beginning on the first anniversary of the March 16, 2026 grant date, creating a multi-year incentive tied to his ongoing service.

Were any of the Gap (GAP) CEO’s reported transactions open-market sales?

No open-market sales were reported. The Form 4 shows equity grants and a tax-withholding transaction where 377,116 shares of common stock were withheld at $23.24 per share to satisfy tax obligations, which is different from selling shares in the market.

How many Gap (GAP) shares does the CEO own after these transactions?

After the reported grants and tax withholding, Richard Dickson directly owns about 625,499.921 shares of Gap common stock. This figure reflects adjustments for equity awards and shares acquired under the employee stock purchase plan, as described in the Form 4 footnotes.

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

The Form 4 shows 377,116 shares of Gap common stock withheld at $23.24 per share to cover tax liabilities. This F-code transaction is a tax-withholding disposition, meaning the company retained shares to pay taxes rather than the CEO selling them on the market.