Gap Inc (GAP) CLO granted stock units; shares withheld for tax

Rhea-AI Filing Summary

Gap Inc.’s Chief Legal & Compliance Officer Julie Gruber received significant equity compensation and had shares withheld for taxes. On March 16, 2026, she was granted 33,824 restricted stock units, each representing one share of common stock, vesting in three equal annual installments starting on the first anniversary of the grant date.

She also received 136,605 shares of common stock, and 65,885 shares were disposed of at $23.24 per share to cover tax obligations. Following these transactions, she directly holds 121,444.4577 shares of Gap Inc. common stock and 119,796 restricted stock units.

Insights

Equity Compensation Analyst

Routine equity grants with tax withholding; no open‑market trading signal.

Julie Gruber, Gap Inc.’s Chief Legal & Compliance Officer, received a grant of 33,824 restricted stock units and 136,605 shares of common stock on March 16, 2026. These are compensation-related awards at a stated price of $0 per share, so they do not reflect a market purchase.

A separate disposition of 65,885 shares at $23.24 per share was reported as a tax-withholding transaction, not an open-market sale. After these entries, she directly holds 121,444.4577 common shares and 119,796 restricted stock units, indicating a substantial ongoing equity stake. Overall, this looks like standard executive compensation and tax handling rather than a directional view on the 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

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^*

Gruber Julie

(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 Legal&Compliance Officer

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		136,605	A	$0.0	187,329.4577	D
Common Stock	03/16/2026		F		65,885	D	$23.24	121,444.4577	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(1)	03/16/2026		A		33,824		(2)	(2)	Common Stock	33,824	$0.0	119,796	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 33,824 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: Julie Gruber	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).
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 equity awards did Gap Inc (GAP) executive Julie Gruber receive?

Julie Gruber received 33,824 restricted stock units and 136,605 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, reflecting standard long-term incentive compensation.

How do Julie Gruber’s restricted stock units at Gap Inc (GAP) vest?

The 33,824 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 vests each year over three years, aligning compensation with multi-year company performance and retention.

Did Julie Gruber buy or sell Gap Inc (GAP) shares on the market?

The filing shows no open-market purchases or sales. Reported acquisitions are grants of stock and units at a zero price, and the disposition of 65,885 shares at $23.24 per share is classified as tax withholding, not a discretionary market sale transaction.

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

After the reported transactions, Julie Gruber directly holds 121,444.4577 shares of Gap Inc. common stock. She also holds 119,796 restricted stock units, giving her a meaningful combined equity interest that ties part of her compensation to future company share performance.

What is the significance of the tax-withholding transaction in Gap Inc (GAP) Form 4?

The Form 4 reports 65,885 shares disposed of at $23.24 per share to satisfy tax obligations. Such F-code tax-withholding dispositions are mechanical for equity compensation and generally do not indicate a change in the insider’s sentiment toward Gap Inc.’s stock.

Are Julie Gruber’s Gap Inc (GAP) equity awards performance-related or time-based?

The filing specifies that 33,824 restricted stock units vest in three equal annual installments, indicating time-based vesting. It does not mention additional performance conditions, suggesting these particular units are tied primarily to continued service and retention at the company.