Gap Inc (GAP) officer exercises 3,439 RSUs, 1,233 shares withheld for tax

Rhea-AI Filing Summary

GAP INC Chief Supply Chain & Transformation Officer Sarah Gilligan exercised restricted stock units that converted into 3,439 shares of common stock on March 14, 2026. Each unit represents one share of common stock.

Of the 3,439 newly issued shares, 1,233 shares were automatically withheld at a price of $23.24 per share to cover tax obligations, which is not an open‑market sale. Following these transactions, she directly owned 9,018 shares of GAP INC common stock. The restricted stock units were originally granted on March 14, 2022, vesting in four equal annual installments.

Insider Trade Summary

3,439 shares exercised/converted

Mixed 3 txns

Insider Gilligan Sarah

Role Chief Sup Chn & Transform Ofcr

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,439	$0.00	--
Exercise	Common Stock	3,439	$0.00	--
Tax Withholding	Common Stock	1,233	$23.24	$29K

Holdings After Transaction: Restricted Stock Unit — 66,841 shares (Direct); Common Stock — 10,251 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. On March 14, 2022, the reporting person was granted 13,755 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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).

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 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 Sup Chn & Transform Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		M		3,439	A	$0.0	10,251	D
Common Stock	03/14/2026		F		1,233	D	$23.24	9,018	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)	03/14/2026		M			3,439	(2)	(2)	Common Stock	3,439	$0.0	66,841	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 14, 2022, the reporting person was granted 13,755 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: Sarah Gilligan	03/16/2026
	** 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.

FAQ

What insider transaction did GAP (GAP) officer Sarah Gilligan report?

Sarah Gilligan reported exercising restricted stock units into 3,439 GAP common shares. A portion of these shares was then withheld to satisfy tax obligations, reflecting a routine compensation-related equity transaction rather than an open-market purchase or sale.

How many GAP (GAP) shares were withheld for taxes in this Form 4?

The filing shows 1,233 GAP common shares were withheld at $23.24 per share to cover tax liabilities. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale by the officer.

How many GAP (GAP) shares does Sarah Gilligan hold after the transactions?

After the March 14, 2026 transactions, Sarah Gilligan directly owns 9,018 GAP common shares. This figure reflects the net position after the exercise of restricted stock units and the related tax-withholding share disposition.

What equity award was exercised in GAP (GAP) officer Sarah Gilligan’s Form 4?

The Form 4 shows the exercise of restricted stock units that convert one-for-one into GAP common shares. These units were part of a grant made on March 14, 2022, vesting in four equal annual installments.

Was the GAP (GAP) insider transaction an open-market stock sale or purchase?

No open-market purchase or sale is reported. The Form 4 reflects a derivative exercise of restricted stock units and a tax-withholding share disposition, both typical components of equity-based executive compensation programs.