Gap (NYSE: GAP) Old Navy CEO granted stock units and shares withheld for taxes

Rhea-AI Filing Summary

Gap Inc. reporting person Horacio Barbeito, President & CEO of Old Navy, received equity awards and had shares withheld for taxes. On March 16, 2026, he was granted 87,544 restricted stock units, each representing a contingent right to one share of Gap Inc. common stock, vesting in three equal annual installments beginning one year after the grant date.

On the same date, he also received a grant of 289,284 shares of common stock. To cover tax obligations related to the award, 121,268 shares of common stock were disposed of at $23.24 per share through a tax-withholding transaction, not an open-market sale. After these transactions, he held 192,664.383 shares of common stock directly.

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^*

Barbeito Horacio

(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)
	President & CEO, Old Navy

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		A		289,284	A	$0.0	313,932.383	D
Common Stock	03/16/2026		F		121,268	D	$23.24	192,664.383	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)	03/16/2026		A		87,544		(2)	(2)	Common Stock	87,544	$0.0	307,717	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 16, 2026, the reporting person was granted 87,544 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: Horacio Barbeito	03/17/2026
	** 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).
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FAQ

What equity awards did Gap (GAP) executive Horacio Barbeito receive?

Horacio Barbeito received 87,544 restricted stock units and a separate grant of 289,284 shares of Gap Inc. common stock. The restricted stock units vest in three equal annual installments starting one year after the March 16, 2026 grant date.

How do Horacio Barbeito’s restricted stock units at Gap (GAP) vest?

The 87,544 restricted stock units vest in three equal annual installments. Vesting begins on the first anniversary of the March 16, 2026 grant date, meaning one-third of the units settle into common shares each year over three years.

Were any of Horacio Barbeito’s Gap (GAP) shares sold on the market?

The filing shows 121,268 shares of Gap Inc. common stock disposed of at $23.24 per share as a tax-withholding transaction. This represents shares delivered to cover tax liabilities, not an open-market sale initiated for investment reasons.

What does each restricted stock unit represent in the Gap (GAP) filing?

Each restricted stock unit represents a contingent right to receive one share of Gap Inc. common stock. The units convert into shares only as they vest over time according to the three-year vesting schedule described in the filing’s footnotes.

How many Gap (GAP) shares does Horacio Barbeito hold after these transactions?

Following the March 16, 2026 transactions, Horacio Barbeito directly holds 192,664.383 shares of Gap Inc. common stock. This figure reflects his position after the equity grants and the tax-withholding disposition recorded in the Form 4.

What was the price used for tax withholding in the Gap (GAP) Form 4?

The tax-withholding disposition used a price of $23.24 per share for 121,268 shares of Gap Inc. common stock. Those shares were delivered to satisfy tax liabilities associated with the equity awards, rather than being sold on the open market.