Chan Eric Kayen 4

What Happened

• Chan Eric Kayen, Chief Business & Strategy Officer at Gap Inc. (GAP), had 19,379 restricted stock units (derivative awards) convert into shares on March 17, 2026. Of those shares, 6,953 were withheld/sold to satisfy tax withholding obligations, generating $162,283. The remaining 12,426 shares were delivered to him net of withholding.

Key Details

• Transaction date: March 17, 2026; Form 4 filed March 18, 2026 (timely).
• Conversions/Exercises: 19,379 shares converted from derivative awards at $0.00 (code M).
• Tax withholding/sale: 6,953 shares disposed at $23.34 per share for $162,283 (code F).
• Shares owned after transaction: not explicitly stated in the filing; net delivery from this event was 12,426 shares (19,379 converted minus 6,953 withheld).
• Footnotes:
  • F1: Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).
  • F2: Each restricted stock unit (RSU) represents a contingent right to receive one share of Gap Inc. common stock.
  • F3: The reporting person was granted 58,139 RSUs on March 17, 2025, vesting in three equal annual installments beginning March 17, 2026.
• No 10b5-1 plan or gift noted; this appears to be a routine tax-withholding disposition rather than an open-market sale for diversification.

Context

• This was a conversion/settlement of equity awards (RSUs) rather than a cash purchase; the withholding/sale of shares to meet tax liabilities is common after vesting and doesn't necessarily signal a view on company stock. Purchases are generally more informative than routine withholding sales; here the primary action was the receipt of vested shares with a partial sale to cover taxes.