Gap (GAP) Chief People Officer settles RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Gap Inc. Chief People Officer Amanda J. Thompson reported routine equity transactions on January 22, 2026 tied to previously granted restricted stock units (RSUs). RSUs granted in January 2024 vested and were settled into Gap common stock, with part of the resulting shares surrendered to cover tax obligations.

Thompson acquired 3,034 and 20,226 shares of common stock at an exercise price of $0.00 per share upon RSU vesting, and disposed of 1,249 and 7,396 shares at $27.14 per share in transactions coded as tax withholding. After these transactions, she directly owned 34,378 shares of Gap common stock and retained substantial RSU holdings linked to the original 2024 grants.

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^*

Thompson Amanda J

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M		3,034	A	$0.0	22,797	D
Common Stock	01/22/2026		F		1,249	D	$27.14	21,548	D
Common Stock	01/22/2026		M		20,226	A	$0.0	41,774	D
Common Stock	01/22/2026		F		7,396	D	$27.14	34,378	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(1)	$0.0	01/22/2026		D			3,034	(2)	(2)	Common Stock	3,034	$0.0	105,096	D
Restricted Stock Unit(1)	$0.0	01/22/2026		D			20,226	(3)	(3)	Common Stock	20,226	$0.0	84,870	D

Explanation of Responses:

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

2. On January 22, 2024, the reporting person was granted 12,135 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

3. On January 22, 2024, the reporting person was granted 60,679 restricted stock units, vesting over three years as follows: 20,226 shares vest on January 22, 2025; 20,226 shares vest on January 22, 2026; and 20,227 shares vest on January 22, 2027.

	By: De Anna Mekwunye, Power of Attorney For: Amanda J. Thompson	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Gap (GAP) report for Amanda J. Thompson?

Gap Inc. reported that Chief People Officer Amanda J. Thompson had RSUs vest on January 22, 2026, converting into common stock, with some of the resulting shares withheld and disposed of to cover tax obligations at a reported price of $27.14 per share.

How many Gap common shares did Amanda J. Thompson acquire and dispose of on January 22, 2026?

On January 22, 2026, Thompson acquired 3,034 and 20,226 Gap common shares at an exercise price of $0.00 per share when RSUs vested, and disposed of 1,249 and 7,396 shares at $27.14 per share in tax withholding transactions.

How many Gap (GAP) shares does Amanda J. Thompson own after these Form 4 transactions?

Following the reported transactions, Amanda J. Thompson directly owned 34,378 shares of Gap Inc. common stock, as disclosed in the filing.

What restricted stock unit grants are tied to Amanda J. Thompson’s January 22, 2026 transactions at Gap?

The filing notes that on January 22, 2024, Thompson received grants of 12,135 RSUs vesting in four equal annual installments, and 60,679 RSUs vesting over three years, including 20,226 units vesting on January 22, 2025, 20,226 on January 22, 2026, and 20,227 on January 22, 2027.

What does each restricted stock unit represent in the Gap (GAP) Form 4 for Amanda J. Thompson?

Each restricted stock unit reported for Thompson represents a contingent right to receive one share of Gap Inc. common stock, according to the footnote in the filing.

Are Amanda J. Thompson’s January 22, 2026 transactions in Gap stock direct or indirect holdings?

The Form 4 states that all reported common stock and RSU positions for Amanda J. Thompson are held with direct ownership, with no indirect ownership entity disclosed.