Gap Inc CEO Richard Dickson Receives RSU Vesting; Withholds 122,007 Shares

What Happened

• Richard Dickson, President & CEO of Gap Inc, had restricted stock units (RSUs) convert into 226,151 shares on August 22, 2026 (two scheduled vesting installments: 109,649 and 116,502 shares). To cover tax obligations, 122,007 of those shares were withheld at $19.80 per share, generating $2,415,739 in proceeds; the remaining 104,144 shares were delivered to him. The filing reports conversion/exercise of derivative awards (code M) and withholding to satisfy tax liability (code F).

Key Details

• Transaction date: August 22, 2026; Form 4 filed August 25, 2026 (no late-filing flag shown).
• Vesting/Conversion: 109,649 shares and 116,502 shares converted (total 226,151).
• Tax withholding: 59,155 shares @ $19.80 = $1,171,269 and 62,852 shares @ $19.80 = $1,244,470 (total withheld 122,007 shares / $2,415,739).
• Net shares delivered to executive: 104,144 shares (226,151 − 122,007).
• Shares owned after transaction: not specified in the reported excerpt.
• Footnotes: F1 clarifies each RSU equals a contingent right to one share. F2 and F3 show these RSUs were granted Aug 22, 2023 with multi-year vesting schedules (scheduled installments vesting on anniversaries).

Context

• This was a scheduled RSU vesting and net-share settlement to cover tax withholding (common practice), not an open-market sale or discretionary purchase. Code M indicates conversion/exercise of derivative awards (here, RSUs converting to shares) and code F indicates shares were surrendered/withheld to pay taxes. The transactions appear to reflect routine vesting per the grant schedules rather than new trading activity.