Breitbard Mark 4

4 · GAP INC · Filed Mar 16, 2026

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Updated Mar 17, 2026

GAP Inc (GAP) Gap Brand President & CEO Mark Breitbard Sells 16,030 Shares

What Happened

Mark Breitbard, President & CEO of the Gap brand at GAP Inc., had restricted stock units convert into shares and then sold stock. On March 14, 2026 he converted/received 12,036 shares from derivative conversion (reported as "M"). To cover tax withholding, 4,318 of those shares were surrendered (reported as "F") at a weighted price of $23.24, producing proceeds of $100,350. On March 16, 2026 he sold 16,030 shares in open-market transactions at a weighted average price of $23.74 for gross proceeds of approximately $380,554.

Key Details

Transaction dates: March 14, 2026 (RSU/derivative conversion and tax withholding) and March 16, 2026 (open-market sale).
Prices and values: tax withholding—4,318 shares at $23.24 = $100,350; open-market sale—16,030 shares at weighted avg $23.74 = ~$380,554. The sale prices ranged from $23.60 to $23.95 (per filing footnote).
Transaction types/codes: M = exercise/conversion of derivative (12,036 shares); F = tax withholding (4,318 shares surrendered); S = open-market sale (16,030 shares).
Plan/footnotes: The sale was executed under a Rule 10b5-1 trading plan adopted June 13, 2025 (footnote F1). RSUs convert one-for-one into common shares (F3); the RSU grant dated March 14, 2022 vests in four annual installments beginning March 14, 2023 (F4).
Shares owned after transaction: not specified in the provided filing excerpt.
Filing timeliness: Form 4 was filed on March 16, 2026 for transactions reported on March 14, 2026, which is within the normal Form 4 filing window (no late filing indicated).

Context

The sequence (derivative conversion + tax withholding + open-market sale) is consistent with an RSU vesting event where shares are delivered, some are withheld to cover taxes, and additional shares may be sold. The filing notes the open-market sale was made under a pre-established 10b5-1 plan, which schedules sales in advance and is common for insiders. These sales are routine disclosures of insider activity and do not, by themselves, indicate company performance or management sentiment.

Form 4

Period: 2026-03-14

President & CEO, Gap Brand

Transactions

Exercise/Conversion
Common Stock
2026-03-14+12,036→ 152,051 total
Tax Payment
Common Stock
2026-03-14$23.24/sh−4,318$100,350→ 147,733 total
Sale
Common Stock
[F1][F2]
2026-03-16$23.74/sh−16,030$380,554→ 131,703 total
Exercise/Conversion
Restricted Stock Unit
[F3][F4]
2026-03-14−12,036→ 149,500 total
Exercise: $0.00→ Common Stock (12,036 underlying)

Footnotes (4)

[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 13, 2025.
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.60 to $23.95, 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]Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
[F4]On March 14, 2022, the reporting person was granted 48,143 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: Mark Breitbard|2026-03-16

1 file