Thompson Amanda J 4

What Happened
Amanda J. Thompson, Chief People Officer of Gap Inc. (GAP), had 7,897 restricted stock units (RSUs) convert to common shares on March 18, 2026. Of those vested shares, 4,017 were withheld to cover tax withholding at $23.85 per share, totaling $95,805. The remaining 3,880 shares were issued to her net of withholding.

Key Details

• Transaction date: March 18, 2026; Form 4 filed March 19, 2026 (timely).
• Conversion/exercise (code M): 7,897 RSUs converted to 7,897 shares @ $0.00 (RSUs have no exercise price).
• Tax withholding (code F): 4,017 shares withheld/disposed @ $23.85 = $95,805 to satisfy tax liability.
• Net shares delivered to insider: 7,897 vested − 4,017 withheld = 3,880 shares.
• Footnotes: F1 = each RSU converts to one share; F2 = these RSUs were from a grant dated Mar 18, 2024 (31,589 RSUs vesting in four equal annual installments).
• Shares owned after transaction: not specified in this filing.

Context

• This was a routine vesting and net-share settlement (not an open-market purchase or voluntary sale). RSU conversion (derivative settlement) is recorded as an exercise/conversion and the withholding is recorded as a disposition to cover taxes.
• Such tax-withholding transactions are common and do not by themselves indicate a change in the insider’s view of the company.