Gap (GAP) brand CEO sells 8,486 shares and exercises 17,275 RSUs

Rhea-AI Filing Summary

Gap Inc. executive Mark Breitbard reported a mix of stock transactions, including an open-market sale of 8,486 common shares at a weighted average price of $23.7337. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on June 13, 2025, indicating it was scheduled in advance.

On March 18, 2026, he also exercised 17,275 restricted stock units, converting them into the same number of common shares at a conversion price of $0.00 per share. As part of this vesting event, 8,789 common shares were withheld at $23.85 per share to cover tax obligations, which is a non-market disposition.

After these transactions, Breitbard directly held 135,884 shares of Gap Inc. common stock, suggesting the sale represented a relatively small portion of his overall equity position while primarily reflecting routine compensation vesting and related tax withholding.

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).

X

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^*

Breitbard Mark

(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, Gap Brand

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		M		17,275	A	$0.0	153,159	D
Common Stock	03/18/2026		F		8,789	D	$23.85	144,370	D
Common Stock	03/19/2026		S(1)		8,486	D	$23.7337(2)	135,884	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(3)	03/18/2026		M			17,275	(4)	(4)	Common Stock	0	$0.0	215,442	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.47 to $24.03, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

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

4. On March 18, 2024, the reporting person was granted 69,101 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: Mark Breitbard	03/19/2026
	** 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 transactions did Gap (GAP) executive Mark Breitbard report?

Mark Breitbard reported a small open-market sale and routine equity vesting. He sold 8,486 Gap common shares and exercised 17,275 restricted stock units, with some shares withheld for taxes as part of normal compensation-related activity.

How many Gap (GAP) shares did Mark Breitbard sell and at what price?

Mark Breitbard sold 8,486 Gap common shares at a weighted average price of $23.7337. The filing notes these shares were sold in multiple trades between $23.47 and $24.03, producing the reported average price for disclosure purposes.

Were Mark Breitbard’s Gap (GAP) share sales made under a Rule 10b5-1 plan?

Yes. The filing states the 8,486-share sale was executed pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2025. Such pre-arranged plans automate trades and typically reduce the significance of transaction timing as an indicator of insider sentiment.

What restricted stock activity did Mark Breitbard report for Gap (GAP)?

He exercised 17,275 restricted stock units, each representing one Gap common share, at a conversion price of $0.00. A footnote explains these units came from a 69,101-unit grant made on March 18, 2024, vesting in four equal annual installments.

How many Gap (GAP) shares does Mark Breitbard hold after these transactions?

Following the reported trades and vesting events, Mark Breitbard directly held 135,884 shares of Gap common stock. This indicates the 8,486-share sale and 8,789-share tax withholding affected only a fraction of his total reported equity position.

Why were 8,789 Gap (GAP) shares disposed of at $23.85 in Mark Breitbard’s filing?

The 8,789-share disposition at $23.85 per share was a tax-withholding event. Shares were delivered to satisfy tax obligations arising from the restricted stock unit vesting, which is treated differently from an open-market sale and does not indicate discretionary selling.