DICKSON RICHARD 4

What Happened
Richard Dickson, President & CEO (and Director) of Gap Inc., had 58,139 restricted stock units (RSUs) convert to common shares on March 17, 2026. The RSUs converted at $0 cost (recorded as exercise/conversion of a derivative). To cover tax withholding, 31,365 of those shares were surrendered/withheld at $23.34 per share, generating $732,059. Net shares delivered to Dickson after withholding were 26,774 (58,139 acquired − 31,365 withheld). This was not an open-market sale but routine tax withholding following vesting.

Key Details

• Transaction date: March 17, 2026; Form 4 filed March 18, 2026 (timely).
• Conversion: 58,139 RSUs converted to 58,139 shares (transaction code M).
• Tax withholding: 31,365 shares withheld/disposed at $23.34 each for $732,059 (transaction code F).
• Net shares received by insider: 26,774.
• Shares owned after transaction: not specified on the filing.
• Footnotes: F1 explains an RSU represents a contingent right to one share; F2 notes the 174,418 RSU grant date was Mar 17, 2025, vesting in three equal annual installments (one installment = 58,139 shares).

Context
This was a routine conversion/vesting of RSUs with shares withheld to satisfy tax obligations (a form of cashless/withholding settlement), not an open-market sale or discretionary sale signal. Such withholding is common for executive equity vesting and does not by itself indicate a change in the insider’s view of the company.