Gap (GAP) brand CEO sells 16,030 shares under 10b5-1 plan

Rhea-AI Filing Summary

Gap Inc. executive Mark Breitbard, President & CEO of the Gap brand, reported a mix of stock transactions. He sold 16,030 shares of Common Stock in an open-market transaction at a weighted average price of $23.7401 per share, with individual trades ranging from $23.60 to $23.95. This sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 13, 2025. Earlier, on March 14, 2026, 12,036 restricted stock units converted into an equal number of Common Stock shares as part of a grant originally awarded on March 14, 2022, which vests in four equal annual installments. To cover tax obligations related to this vesting, 4,318 shares of Common Stock were withheld. After these transactions, Breitbard directly owns 131,703 shares of Gap Inc. Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 16,030 shares ($380,554)

Net Sell 4 txns

Insider Breitbard Mark

Role President & CEO, Gap Brand

Sold 16,030 shs ($381K)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,030	$23.7401	$381K
Exercise	Restricted Stock Unit	12,036	$0.00	--
Exercise	Common Stock	12,036	$0.00	--
Tax Withholding	Common Stock	4,318	$23.24	$100K

Holdings After Transaction: Common Stock — 131,703 shares (Direct); Restricted Stock Unit — 149,500 shares (Direct)

Footnotes (1)

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.60 to $23.95, 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. 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 48,143 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).

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^*

Breitbard Mark

(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, Gap Brand

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		12,036	A	$0.0	152,051	D
Common Stock	03/14/2026		F		4,318	D	$23.24	147,733	D
Common Stock	03/16/2026		S(1)		16,030	D	$23.7401(2)	131,703	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)	03/14/2026		M			12,036	(4)	(4)	Common Stock	12,036	$0.0	149,500	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 June 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.60 to $23.95, 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 14, 2022, the reporting person was granted 48,143 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: Mark Breitbard	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 did Gap (GAP) executive Mark Breitbard do in this Form 4 filing?

Mark Breitbard sold 16,030 Gap Common Stock shares in an open-market trade and reported RSU vesting into 12,036 shares. He also had 4,318 shares withheld to cover related tax obligations, leaving him with 131,703 shares directly owned.

At what price did Mark Breitbard sell Gap (GAP) shares in this transaction?

He sold 16,030 Gap Common Stock shares at a weighted average price of $23.7401. The sales occurred in multiple trades at prices ranging from $23.60 to $23.95, as disclosed, with full trade details available upon request to the company or regulators.

Was Mark Breitbard’s sale of Gap (GAP) shares part of a trading plan?

Yes. The sale of 16,030 Gap shares was executed under a Rule 10b5-1 trading plan adopted on June 13, 2025. Such plans pre-schedule trades, signaling that transaction timing was arranged in advance rather than decided opportunistically around short-term news.

What restricted stock unit activity did Gap (GAP) report for Mark Breitbard?

12,036 restricted stock units converted into an equal number of Gap Common Stock shares. These units were part of a 48,143-unit grant made on March 14, 2022, scheduled to vest in four equal annual installments beginning one year after the grant date.

How many Gap (GAP) shares does Mark Breitbard own after these transactions?

After the RSU conversion, tax withholding, and open-market sale, Mark Breitbard directly owns 131,703 shares of Gap Inc. Common Stock. This figure reflects his remaining direct equity position following all the reported March 2026 transactions in this Form 4.

Why were 4,318 Gap (GAP) shares disposed of in connection with the RSU vesting?

The 4,318 shares were withheld to satisfy tax obligations tied to the RSU vesting. This tax-withholding disposition, coded as “F,” involves delivering shares to cover taxes rather than selling them in the open market, and does not represent a discretionary sale decision.