Gap (GAP) executive exercises 11,304 RSUs, withholds 5,751 shares for taxes

Rhea-AI Filing Summary

Gap Inc. Chief Supply Chain & Transformation Officer Sarah Gilligan exercised restricted stock units and settled related taxes through share withholding. On March 17, she converted 11,304 restricted stock units into 11,304 shares of common stock, then had 5,751 of those shares withheld at $23.34 per share to cover tax obligations. After these compensation-related transactions, she directly held 66,275 shares of Gap Inc. common stock, while 99,309 restricted stock units remained outstanding under her name. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. common stock.

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^*

Gilligan Sarah

(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)
	Chief Sup Chn & Transform Ofcr

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		11,304	A	$0.0	72,026	D
Common Stock	03/17/2026		F		5,751	D	$23.34	66,275	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			11,304	(2)	(2)	Common Stock	11,304	$0.0	99,309	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 33,914 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: Sarah Gilligan	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 stock activity did Gap (GAP) report for Sarah Gilligan?

Gap reported that Chief Supply Chain & Transformation Officer Sarah Gilligan exercised 11,304 restricted stock units into common shares. She then had 5,751 shares withheld at $23.34 per share to satisfy tax obligations, leaving her with 66,275 directly held Gap common shares after the transactions.

How many Gap (GAP) restricted stock units did Sarah Gilligan convert?

Sarah Gilligan converted 11,304 restricted stock units into an equal number of Gap Inc. common shares. Each restricted stock unit represents a contingent right to receive one share of common stock, so the entire granted tranche exercised on March 17 became freely issued common shares before tax withholding.

How were taxes handled on Sarah Gilligan’s Gap (GAP) stock unit vesting?

Taxes were handled through share withholding rather than a cash payment. Of the 11,304 Gap common shares issued from restricted stock units, 5,751 shares were withheld at $23.34 per share to cover tax liabilities, reducing the net number of shares remaining in her direct ownership account.

What is Sarah Gilligan’s Gap (GAP) share ownership after these Form 4 transactions?

After the March 17 transactions, Sarah Gilligan directly owned 66,275 shares of Gap Inc. common stock. In addition, Form 4 data show 99,309 restricted stock units outstanding in her name, each representing a contingent right to receive one additional share of Gap common stock in the future.

What do Gap (GAP) restricted stock units represent in this Form 4 filing?

Each restricted stock unit in this filing represents a contingent right to receive one share of Gap Inc. common stock. The Form 4 notes a prior grant of 33,914 restricted stock units that vest in three equal annual installments, beginning one year after the March 17, 2025 grant date.

Was Sarah Gilligan’s Gap (GAP) Form 4 transaction a market sale of shares?

The Form 4 reflects a tax-withholding disposition, not an open-market sale. After exercising 11,304 restricted stock units into common shares, 5,751 shares were withheld at $23.34 per share solely to satisfy tax obligations associated with the vesting and conversion event.