O'Connell Katrina 4

What Happened

• Katrina O'Connell, CFO of Gap Inc., exercised options/converted awards and sold shares on March 17, 2026. The filing shows she exercised 34,258 option shares (exercise price $13.93; cost $477,214) and converted/received 23,417 shares at $0 (likely vested awards). She surrendered 11,914 shares to cover taxes/exercise costs (valued at $278,073) and sold shares in the open market: 34,258 shares at $24.00 ($822,192) and 119,155 shares at a weighted average $23.80 ($2,836,306). Total proceeds reported from all dispositions are $3,936,571 (open‑market sales ≈ $3,658,498).

Key Details

• Transaction date: March 17, 2026 (Form 4 filed March 18, 2026 — timely).
• Principal actions: option exercise (code M), tax withholding/share surrender (code F), and open‑market sales (code S).
• Option exercise: 34,258 shares at $13.93 (cash paid $477,214).
• Tax/share withholding: 11,914 shares disposed at $23.34 ($278,073).
• Open‑market sales: 34,258 shares @ $24.00 ($822,192) and 119,155 shares @ $23.80 (weighted avg; $2,836,306). Footnote says some sales were multiple trades at prices ranging $23.55–$24.12.
• Shares owned after the transactions: not disclosed in the provided filing.
• Notable footnotes: sales and exercise/sale were effected pursuant to a Rule 10b5‑1 trading plan adopted June 12, 2025 (F1, F2). Additional notes describe the option and RSU grant schedules (F5, F6, F7) and a family trust beneficiary disclosure (F4).

Context

• This was largely a routine insider exercise and sale executed under a pre‑arranged 10b5‑1 plan, not an off‑plan open market trade. The sequence (exercise/convert → cover taxes → immediate sales) is consistent with a cashless or partially cashless exercise: options were exercised and many of the resulting shares were sold the same day to cover costs and provide proceeds. As always, these transactions are factual disclosures and do not by themselves indicate management’s view of the company’s outlook.