DICKSON RICHARD 4

What Happened

• Richard Dickson, President & CEO of Gap Inc. (GAP), had 44,422 restricted stock units convert into 44,422 shares on March 18, 2026 (recorded as a derivative exercise). Of those shares, 23,965 were withheld to satisfy tax withholding at $23.85 per share, producing $571,565. The conversion was recorded at $0.00 per share (RSUs have no exercise price), leaving a net of 20,457 shares delivered to Dickson.

Key Details

• Transaction date: March 18, 2026.
• Conversion/vesting: 44,422 shares acquired via RSU conversion (coded M) at $0.00 per share.
• Tax withholding: 23,965 shares withheld (coded F) at $23.85 per share, totaling $571,565.
• Net shares received by insider: 20,457 (44,422 acquired less 23,965 withheld).
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes: F1 clarifies each restricted stock unit equals one share; F2 notes the RSUs were granted March 18, 2024 (177,690 RSUs) vesting in four equal annual installments beginning one year after the grant.
• Filing timeliness: No late filing flag indicated in the information provided.

Context

• This was a typical RSU conversion with shares withheld to cover tax obligations (a common, routine action), not an open-market sale. The conversion was essentially a vesting event (no exercise price), and the share withholding served to satisfy tax liability rather than represent a discretionary sale of shares.