DICKSON RICHARD 4

What Happened

• Richard Dickson, President & CEO of Gap Inc. (GAP), disposed of 377,116 shares on March 16, 2026 at $23.24 per share to satisfy a tax liability, generating roughly $8,764,176 in proceeds. On the same date he had 699,012 shares reflected as acquired under the company ESPP and was granted 176,415 restricted stock units (RSUs) (no cash paid).
• The 176,415 RSUs are derivative awards (each RSU represents a contingent right to one share) and vest in three equal annual installments beginning on the first anniversary of the grant.

Key Details

• Transaction date: March 16, 2026; sale price: $23.24 per share; sale proceeds ≈ $8,764,176.
• Acquisitions on March 16, 2026: 699,012 shares (ESPP-related balance adjustment) and 176,415 RSUs (granted, $0 purchase price).
• Shares disposed were for tax withholding (transaction code F = tax withholding).
• Shares owned after the transactions: not specified in the provided filing details.
• Filing: Form 4 filed March 17, 2026 (no late-filing flag indicated in the supplied data).
• Footnotes: F1 = balance adjusted to reflect ESPP shares; F2 = RSU = contingent right to one share; F3 = RSUs vest in three equal annual installments starting one year after grant.

Context

• The share disposition was a tax-withholding event (routine), not an open-market sale intended as a directional bet. The RSU grant is a time-based retention award; vesting over three years means those shares are not immediately tradable.
• ESPP acquisitions and RSU grants are common forms of compensation and do not necessarily indicate the insider’s view on near-term stock performance.