O'Connell Katrina 4
4 · GAP INC · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
GAP (GAP) CFO Katrina O'Connell Sells 16,036 Shares
What Happened Katrina O'Connell, Chief Financial Officer of Gap Inc., had 12,036 restricted stock units convert to common shares on March 14, 2026 (reported as an exercise/conversion of a derivative). On the same date 4,318 of those shares were surrendered/withheld to cover tax obligations (reported at $23.24 per share, totaling $100,350). On March 16, 2026 she sold 16,036 shares in an open-market transaction for aggregate proceeds of $380,693 (weighted average price reported as $23.74).
Key Details
- Transaction dates: RSU conversion and tax withholding on 2026-03-14; open-market sale on 2026-03-16.
- Prices and amounts:
- RSU conversion: 12,036 shares @ $0.00 (conversion of restricted stock units).
- Tax withholding: 4,318 shares @ $23.24 = $100,350 (reported as tax payment/withholding).
- Open-market sale: 16,036 shares, weighted avg price $23.74 = $380,693 (sales occurred at prices between $23.60 and $23.96 per footnote).
- Shares owned after the transactions: Not reported on this Form 4.
- Notable footnotes: Sale was effected under a Rule 10b5-1 trading plan adopted June 12, 2025 (F1). Price shown for the sale is a weighted average across multiple transactions; exact trade-level prices can be provided on request (F2). The converted shares were from restricted stock units (each RSU = one share; original grant March 14, 2022; vests in four annual installments) (F4, F5). The reporting person disclaims beneficial ownership of shares held in a family trust except to the extent of pecuniary interest (F3).
- Timeliness: Form 4 filed March 16, 2026 for transactions on March 14–16, 2026 — not marked late.
Context This filing reflects RSU vesting (conversion to shares), net-share settlement for taxes (shares withheld/surrendered), and an open-market sale executed under a pre-established 10b5-1 plan. Conversions and tax-withholding are routine steps when restricted awards vest; the open-market sale appears planned under the trading arrangement rather than an ad-hoc sale.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-14+12,036→ 28,072 total - Tax Payment
Common Stock
2026-03-14$23.24/sh−4,318$100,350→ 23,754 total - Sale
Common Stock
[F1][F2]2026-03-16$23.74/sh−16,036$380,693→ 7,718 total - Exercise/Conversion
Restricted Stock Unit
[F4][F5]2026-03-14−12,036→ 147,077 totalExercise: $0.00→ Common Stock (12,036 underlying)
- 670.294(indirect: By Trust)
Common Stock
[F3]
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 $23.60 to $23.96, 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 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.