Gruber Julie 4
4 · GAP INC · Filed Mar 18, 2026
Research Summary
AI-generated summary of this filing
Gap Inc (GAP) Chief Legal & Compliance Officer Julie Gruber Sells Shares
What Happened Julie Gruber, Gap Inc.'s Chief Legal & Compliance Officer, had restricted stock units (RSUs) convert to common shares on March 17, 2026 and sold shares the same day. The filing shows conversion/acquisition of 15,350 shares from derivative awards (13,727 + 1,623). To cover tax withholding on the vesting, 8,607 shares were surrendered/disposed (6,984 + 1,623) at $23.34 per share for a total of $200,888. Separately, Gruber sold 74,217 shares in the open market under a pre-established Rule 10b5-1 plan for a weighted average of $23.85 per share, generating about $1,769,890.
Key Details
- Transaction date: March 17, 2026; Form 4 filed March 18, 2026 (timely).
- Open-market sale: 74,217 shares at a weighted avg $23.85; proceeds ≈ $1,769,890. Reported sale prices ranged $23.55–$24.12. (Footnote F2)
- Tax-withholding dispositions: 8,607 shares at $23.34, proceeds ≈ $200,888. (Code F)
- RSU conversion: 15,350 shares converted from RSUs (codes M/A as derivative conversions). (Footnotes F3–F4)
- 10b5-1 plan: Open-market sale executed pursuant to a Rule 10b5-1 plan adopted July 11, 2025. (Footnote F1)
- Accelerated vesting note: Shares were accelerated to satisfy mandatory tax withholding due to retirement eligibility; vesting (but not distribution) was accelerated per the RSU terms. (Footnote F5)
- Shares owned after the transactions: not specified in the provided filing details.
Context
- This activity combines RSU vesting/conversion and routine selling: some shares were withheld to cover taxes (common with RSU vesting), and a larger block was sold under a pre-set 10b5-1 plan. The filing is factual and does not state any insider motivation.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-17+13,727→ 135,171.458 total - Tax Payment
Common Stock
2026-03-17$23.34/sh−6,984$163,007→ 128,187.458 total - Exercise/Conversion
Common Stock
2026-03-17+1,623→ 129,810.458 total - Tax Payment
Common Stock
2026-03-17$23.34/sh−1,623$37,881→ 128,187.458 total - Sale
Common Stock
[F1][F2]2026-03-17$23.85/sh−74,217$1,769,890→ 53,970.458 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-03-17−13,727→ 106,069 totalExercise: $0.00→ Common Stock (13,727 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F5]2026-03-17−1,623→ 104,446 totalExercise: $0.00→ Common Stock (1,623 underlying)
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 July 11, 2025.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.55 to $24.12, 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 17, 2025, the reporting person was granted 41,182 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- [F5]These shares were accelerated to satisfy mandatory tax withholding on vesting of the restricted stock units described in footnote 4 due to retirement eligibility. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the restricted stock units being held for one year following the grant date.