Gap (GAP) legal chief converts 13,403 RSUs; 4,494 shares withheld for taxes

Rhea-AI Filing Summary

Gap Inc. Chief Legal & Compliance Officer Julie Gruber exercised 13,403 restricted stock units into common stock on March 13, 2026. Each unit converts into one share of Gap Inc. common stock, so she acquired 13,403 shares at a conversion price of $0.00 per share.

To cover tax obligations from this vesting event, 4,494 of the newly issued shares were disposed of at $23.13 per share through share withholding, which is not an open-market sale. After these transactions, Gruber directly holds 47,227.4577 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

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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^*

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)
03/13/2026

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	03/13/2026		M		13,403	A	$0.0	51,721.4577(1)	D
Common Stock	03/13/2026		F		4,494	D	$23.13	47,227.4577	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(2)	03/13/2026		M			13,403	(3)	(3)	Common Stock	13,403	$0.0	91,233	D

Explanation of Responses:

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).

2. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

3. On March 13, 2023, the reporting person was granted 60,714 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: Julie Gruber	03/13/2026
	** 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) report for Julie Gruber?

Gap reported that Chief Legal & Compliance Officer Julie Gruber exercised 13,403 restricted stock units into common stock. This derivative exercise converted previously granted equity awards into 13,403 shares of Gap Inc. common stock at a conversion price of $0.00 per share.

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

The filing shows 4,494 shares of Gap Inc. common stock were disposed of at $23.13 per share to pay tax liabilities. This is recorded under code F, meaning a tax-withholding disposition rather than an open-market sale by the insider.

What are Julie Gruber’s Gap (GAP) share holdings after these transactions?

After the March 13, 2026 transactions, Julie Gruber directly holds 47,227.4577 shares of Gap Inc. common stock. This figure reflects the shares acquired from restricted stock unit conversion, net of the 4,494 shares withheld to satisfy tax obligations related to the vesting.

What does transaction code M mean in this Gap (GAP) Form 4?

Transaction code M indicates an exercise or conversion of a derivative security. In this case, 13,403 restricted stock units were converted into 13,403 shares of Gap Inc. common stock, turning previously granted equity awards into regular shares owned directly by the reporting officer.

Are the shares withheld in the Gap (GAP) Form 4 an open-market sale?

No. The 4,494 shares recorded under code F represent a tax-withholding disposition, not an open-market sale. These shares were delivered to satisfy tax liabilities triggered by the restricted stock unit vesting, a common administrative step in equity compensation.

What were the original terms of the Gap (GAP) restricted stock unit grant?

The filing notes that on March 13, 2023, the reporting person was granted 60,714 restricted stock units. These units vest in four equal annual installments, beginning on the first anniversary of the grant date, providing staggered equity compensation over several years.