Gap (NYSE: GAP) legal chief sells 74,217 shares after RSU vesting

Rhea-AI Filing Summary

Gap Inc. Chief Legal & Compliance Officer Julie Gruber reported a combination of equity vesting, tax withholding and share sales. On March 17, 2026, she exercised restricted stock units into 15,350 shares of common stock. The company withheld 8,607 shares at $23.3400 per share to cover tax obligations. Gruber also sold 74,217 shares at a weighted average price of $23.8475 per share in open-market transactions under a pre-arranged Rule 10b5-1 trading plan adopted on July 11, 2025. Following these transactions, she holds 53,970.4577 Gap common shares directly.

Insights

Equity compensation analyst

Pre-planned sale after RSU vesting, with sizable but contextual stake reduction.

Julie Gruber, Gap Inc.'s Chief Legal & Compliance Officer, exercised 15,350 restricted stock units into common shares, a standard equity compensation event. To satisfy tax obligations on vesting, 8,607 shares were withheld at $23.3400 per share, which is a non-market transaction.

Separately, she sold 74,217 shares at a weighted average price of $23.8475 under a Rule 10b5-1 trading plan adopted on July 11, 2025. This plan-based structure indicates the timing was pre-arranged rather than opportunistic. After these moves, she directly owns 53,970.4577 shares, meaning a substantial portion of her prior position was converted to cash while maintaining a meaningful remaining stake.

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).

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^*

Gruber Julie

(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 Legal&Compliance Officer

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		13,727	A	$0.0	135,171.4577	D
Common Stock	03/17/2026		F		6,984	D	$23.34	128,187.4577	D
Common Stock	03/17/2026		M		1,623	A	$0.0	129,810.4577	D
Common Stock	03/17/2026		F		1,623	D	$23.34	128,187.4577	D
Common Stock	03/17/2026		S(1)		74,217	D	$23.8475(2)	53,970.4577	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)	03/17/2026		M			13,727	(4)	(4)	Common Stock	13,727	$0.0	106,069	D
Restricted Stock Unit	$0.0(3)	03/17/2026		M			1,623	(5)	(5)	Common Stock	1,623	$0.0	104,446	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 July 11, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.55 to $24.12, 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 17, 2025, the reporting person was granted 41,182 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

5. These shares were accelerated to satisfy mandatory tax withholding on vesting of the restricted stock units described in footnote 4 due to retirement eligibility. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the restricted stock units being held for one year following the grant date.

	By: De Anna Mekwunye, Power of Attorney For: Julie Gruber	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 transactions did Gap (GAP) report for Julie Gruber on March 17, 2026?

Julie Gruber exercised restricted stock units and sold Gap shares. She converted 15,350 restricted stock units into common stock, had 8,607 shares withheld for taxes, and sold 74,217 shares in open-market transactions, ending with 53,970.4577 shares held directly.

How many Gap (GAP) shares did Julie Gruber sell, and at what price?

Julie Gruber sold 74,217 Gap common shares. The weighted average sale price was $23.8475 per share, with individual trades executed between $23.55 and $24.12. All sales were reported as open-market or private transactions.

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

Yes, the reported share sales followed a Rule 10b5-1 trading plan. The filing states the sale was effected under a pre-arranged plan adopted on July 11, 2025, indicating the transactions were scheduled in advance rather than timed discretionarily.

How many Gap (GAP) shares does Julie Gruber own after these transactions?

After the reported transactions, Julie Gruber directly holds 53,970.4577 Gap shares. This figure reflects the net result of restricted stock unit exercises, tax-withholding share dispositions, and open-market sales disclosed for March 17, 2026.

What tax-related transactions were included in Julie Gruber’s Gap (GAP) Form 4?

The filing shows shares withheld to cover tax obligations. A total of 8,607 common shares were disposed of at $23.3400 per share to satisfy mandatory tax withholding tied to restricted stock unit vesting and retirement eligibility conditions.

What equity awards did Julie Gruber exercise in the recent Gap (GAP) Form 4?

She exercised restricted stock units granted earlier. The filing notes 15,350 restricted stock units converted into an equal number of Gap common shares, relating to a 41,182-unit grant from March 17, 2025 that vests in three equal annual installments.