Barbeito Horacio 4

What Happened

• Horacio Barbeito, President & CEO of Old Navy (Gap Inc.), had 35,529 restricted stock units (RSUs) vest and convert into 35,529 shares on March 17, 2026. Of those, 15,097 shares were withheld/disposed to satisfy tax withholding at $23.34 per share, totaling $352,364. The remaining 20,432 shares were delivered to him net of withholding.

Key Details

• Transaction date: March 17, 2026; Form 4 filed March 18, 2026 (timely filing).
• Conversion (code M): 35,529 RSUs converted to shares at $0.00 (no exercise price for RSUs).
• Tax withholding (code F): 15,097 shares withheld/disposed at $23.34 each for $352,364.
• Net shares retained: 20,432 (35,529 vested − 15,097 withheld).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1 — each restricted stock unit equals one share on settlement; F2 — the 106,589 RSUs were originally granted on March 17, 2025 and vest in three equal annual installments beginning March 17, 2026.

Context

• This was a routine vesting and tax-withholding transaction (RSU conversion and shares withheld to cover taxes), not an open-market buy or discretionary sale by the insider. Such withholding is common when equity awards vest and does not necessarily indicate a change in the insider’s view of the company.