O'Connell Katrina 4

4 · GAP INC · Filed Mar 19, 2026

AI-generated summary of this filing

Updated Mar 20, 2026

GAP CFO Katrina O'Connell Exercises RSUs, Sells 8,486 Shares

What Happened

Katrina O'Connell, Chief Financial Officer of Gap Inc., had 17,275 restricted stock units (RSUs) convert to common shares on March 18, 2026. Of those shares, 8,789 were withheld to cover tax obligations (tax withholding recorded at $23.85 per share, totaling $209,618) and 8,486 shares were sold in an open market transaction on March 19, 2026 for a weighted average price of $23.74, generating $201,419. The RSU conversion is reported as an exercise/conversion (transaction code M) with a $0 exercise price (typical for RSU vesting).

Key Details

Transaction dates and prices:
- March 18, 2026: 17,275 RSUs vested/converted (M) at $0.00 exercise price.
- March 18, 2026: 8,789 shares withheld for taxes (F) at $23.85, totaling $209,618.
- March 19, 2026: 8,486 shares sold in open market (S) at a weighted average $23.74, totaling $201,419. (Sales prices ranged $23.48–$24.03; weighted avg reported — see footnote.)
Net result for this vesting event: all 17,275 vested shares were either withheld or sold, so 0 net shares retained from this tranche.
Sale executed under a pre-established Rule 10b5-1 trading plan adopted June 12, 2025 (footnote F1).
The filing is timely (Period of Report: 2026-03-18; filed: 2026-03-19).
Additional notes from filing: the reporting person is a beneficiary (but disclaims beneficial ownership) of a family trust holding Gap shares (F3). Each restricted stock unit converts to one share (F4); the 17,275 shares match one of four equal annual installments from a March 18, 2024 grant of 69,101 RSUs (F5).

Context

This was a routine vesting of RSUs followed by tax withholding and a planned sale — a common way executives satisfy tax obligations on vesting awards. Because the shares were converted from RSUs (not an option requiring cash exercise) and then sold/withheld, this is not a discretionary market purchase signal.

Form 4

Period: 2026-03-18

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-18+17,275→ 28,778 total
Tax Payment
Common Stock
2026-03-18$23.85/sh−8,789$209,618→ 19,989 total
Sale
Common Stock
[F1][F2]
2026-03-19$23.74/sh−8,486$201,419→ 11,503 total
Exercise/Conversion
Restricted Stock Unit
[F4][F5]
2026-03-18−17,275→ 195,919 total
Exercise: $0.00→ Common Stock (17,275 underlying)

Holdings

Footnotes (5)

[F1]The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.48 to $24.03, 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.
[F3]The reporting person and members of her immediate family are among the beneficiaries of this family trust. The reporting person disclaims beneficial ownership of the Gap Inc. common stock held by the trust except to the extent of her pecuniary interest therein.
[F4]Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
[F5]On March 18, 2024, the reporting person was granted 69,101 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

Signature

By: De Anna Mekwunye, Power of Attorney For: Katrina O'Connell|2026-03-19

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