Thompson Amanda J 4

What Happened
Amanda J. Thompson, Chief People Officer of GAP Inc, had restricted stock units (RSUs) settle on March 16, 2026 and simultaneously had shares withheld to cover tax obligations. Specifically, 123,783 shares were acquired (reported at $0.00 per share, representing RSU settlement), and 56,525 shares were disposed (withheld) at $23.24 per share to satisfy tax withholding for a total of $1,313,641. On the same date she was also granted 44,568 additional RSUs (reported as a derivative acquisition at $0.00).

Key Details

• Transaction date: March 16, 2026; Form 4 filed March 17, 2026 (timely filing).
• Withholding disposition: 56,525 shares at $23.24 each → $1,313,641 (code F: payment of exercise price or tax liability).
• RSU settlement/acquisition: 123,783 shares (reported at $0.00) — these represent settled restricted stock units.
• New grant: 44,568 RSUs (reported as derivative award); these vest in three equal annual installments beginning on the first anniversary of the grant.
• Footnotes: F1 notes each RSU represents the right to one share; F2 specifies the 44,568 RSUs vesting schedule.
• Shares owned after the transactions are not disclosed in this filing.

Context: The disposition was a tax-withholding event (common when RSUs vest) rather than an open-market sale indicating directional intent. The new 44,568 RSUs are unvested and will convert to shares over time per the stated vesting schedule. This filing is informational and does not by itself indicate a change in the executive’s view of the company.