Gruber Julie 4

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.