O'Connell Katrina 4
4 · GAP INC · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Gap (GPS) CFO Katrina O'Connell Receives Awards, Surrenders 113,563 Shares
What Happened
Katrina O'Connell, Chief Financial Officer of Gap Inc., received two awards on March 16, 2026: a 225,000-share award and 89,534 restricted stock units (RSUs). To satisfy tax withholding related to equity awards, 113,563 shares were surrendered/disposed at $23.24 per share for proceeds of $2,639,204 (transaction coded F). The grants were reported at $0 per share (typical for RSU awards).
Key Details
- Transaction date: March 16, 2026; Form filed March 17, 2026 (appears timely).
- Grants: 225,000 shares (award) and 89,534 RSUs (both recorded as acquisitions at $0.00).
- Tax withholding/surrender: 113,563 shares disposed at $23.24 for $2,639,204 (code F — payment of tax liability).
- RSU vesting note: The 89,534 RSUs vest in three equal annual installments beginning on the first anniversary of the grant (footnote).
- Ownership after transaction: Not specified in the provided filing details.
- Footnotes: F1 notes certain shares are held in a family trust (reporting person disclaims beneficial ownership except for pecuniary interest); F2 explains each RSU equals one share; F3 gives the vesting schedule for the 89,534 RSUs.
Context
This combination of awards plus a share surrender for taxes is a routine equity-compensation transaction: the company granted equity (acquisition/award), and some shares were surrendered/sold to cover withholding obligations. The RSUs are contingent rights to receive shares over time (not immediate open-market purchases). Such withholding/surrenders to cover taxes are common and do not by themselves indicate an insider buying or selling based on company prospects.
Insider Transaction Report
- Award
Common Stock
2026-03-16+225,000→ 232,718 total - Tax Payment
Common Stock
2026-03-16$23.24/sh−113,563$2,639,204→ 119,155 total - Award
Restricted Stock Unit
[F2][F3]2026-03-16+89,534→ 236,611 totalExercise: $0.00→ Common Stock (89,534 underlying)
- 670.294(indirect: By Trust)
Common Stock
[F1]
Footnotes (3)
- [F1]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.
- [F2]Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
- [F3]On March 16, 2026, the reporting person was granted 89,534 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.