O'Connell Katrina 4

What Happened

• Katrina O'Connell, Chief Financial Officer of Gap Inc., had 17,275 restricted stock units (RSUs) convert to common shares on March 18, 2026. Of those shares, 8,789 were withheld to cover tax obligations (tax withholding recorded at $23.85 per share, totaling $209,618) and 8,486 shares were sold in an open market transaction on March 19, 2026 for a weighted average price of $23.74, generating $201,419. The RSU conversion is reported as an exercise/conversion (transaction code M) with a $0 exercise price (typical for RSU vesting).

Key Details

• Transaction dates and prices:
  • March 18, 2026: 17,275 RSUs vested/converted (M) at $0.00 exercise price.
  • March 18, 2026: 8,789 shares withheld for taxes (F) at $23.85, totaling $209,618.
  • March 19, 2026: 8,486 shares sold in open market (S) at a weighted average $23.74, totaling $201,419. (Sales prices ranged $23.48–$24.03; weighted avg reported — see footnote.)
• Net result for this vesting event: all 17,275 vested shares were either withheld or sold, so 0 net shares retained from this tranche.
• Sale executed under a pre-established Rule 10b5-1 trading plan adopted June 12, 2025 (footnote F1).
• The filing is timely (Period of Report: 2026-03-18; filed: 2026-03-19).
• Additional notes from filing: the reporting person is a beneficiary (but disclaims beneficial ownership) of a family trust holding Gap shares (F3). Each restricted stock unit converts to one share (F4); the 17,275 shares match one of four equal annual installments from a March 18, 2024 grant of 69,101 RSUs (F5).

Context

• This was a routine vesting of RSUs followed by tax withholding and a planned sale — a common way executives satisfy tax obligations on vesting awards. Because the shares were converted from RSUs (not an option requiring cash exercise) and then sold/withheld, this is not a discretionary market purchase signal.