Gap (NYSE: GAP) exec exercises RSUs, 11,535 shares withheld for taxes

Rhea-AI Filing Summary

Gap Inc. executive Horacio Barbeito, President & CEO of Old Navy, exercised restricted stock units that converted into 27,147 shares of Common Stock on March 18, 2026. These RSUs stem from a grant of 108,588 units that vest in four equal annual installments.

To cover tax obligations on this vesting, 11,535 shares of Common Stock were withheld at $23.85 per share, a non-market, tax-withholding disposition coded as “F.” After these routine compensation-related transactions, Barbeito directly holds about 228,708 shares 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^*

Barbeito Horacio

(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, Old Navy

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		27,147	A	$0.0	240,243.383	D
Common Stock	03/18/2026		F		11,535	D	$23.85	228,708.383	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)	03/18/2026		M			27,147	(2)	(2)	Common Stock	27,147	$0.0	245,041	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 18, 2024, the reporting person was granted 108,588 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: Horacio Barbeito	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 transaction did Gap (GAP) report for Horacio Barbeito?

Gap reported that Horacio Barbeito exercised restricted stock units into 27,147 Common shares. These shares came from a prior RSU grant that vests in four equal annual installments, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many shares were withheld for taxes in the latest Gap (GAP) Form 4?

In this Form 4, 11,535 Gap Common shares were withheld to cover tax obligations at $23.85 per share. This disposition is coded “F,” meaning it represents tax withholding by the issuer, not an open-market sale initiated by the executive.

What RSU grant is linked to Horacio Barbeito’s March 18, 2026 vesting at Gap (GAP)?

The vesting relates to a grant of 108,588 restricted stock units awarded on March 18, 2024. That grant vests in four equal annual installments, and each vested unit represents a contingent right to receive one share of Gap Inc. Common Stock upon settlement.

How many Gap (GAP) shares does Horacio Barbeito hold after this Form 4 transaction?

Following the RSU vesting and associated tax withholding, Horacio Barbeito directly holds about 228,708 Gap Common shares. This post-transaction balance reflects his updated equity position after the routine compensation event reported in the Form 4 filing.

Was the Gap (GAP) Form 4 a market buy or sell by Horacio Barbeito?

The Form 4 shows an RSU exercise and tax withholding, not an open-market trade. Barbeito acquired shares through vesting of restricted stock units, while a portion of those shares was withheld by Gap to satisfy tax liabilities, a standard compensation mechanism.