Gruber Julie 4

What Happened

• Julie Gruber, Gap Inc.'s Chief Legal & Compliance Officer, was granted restricted stock units (RSUs) and had 65,885 shares disposed to satisfy tax withholding on March 16, 2026. The withholding sale was reported as 65,885 shares at $23.24 per share, generating approximately $1,531,167.
• The filing also reports two award entries: 136,605 shares (award/grant, $0.00 per share) and a separate grant of 33,824 RSUs (derivative interest) also with $0.00 reported. The 33,824 RSUs vest in three equal annual installments beginning March 16, 2027.

Key Details

• Transaction date: March 16, 2026; Filing date: March 17, 2026 (filed promptly).
• Sale/withholding: 65,885 shares disposed at $23.24 each; total ≈ $1,531,167. Transaction code F (payment of exercise price or tax liability / withholding).
• Grants: 136,605 RSUs (reported as acquired at $0.00) and 33,824 RSUs (derivative grant). Footnote: each RSU is a contingent right to one share; the 33,824 RSUs vest in three equal annual installments.
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Reported the next day — within typical Form 4 reporting window (timely).

Context

• The 65,885-share disposal appears to be a tax-withholding sale related to RSU awards (routine administrative sale), not an open-market sell for investment purposes. Such withholding sales are common and do not necessarily indicate the insider's view on the company's prospects.
• The newly granted RSUs vest over time (see vesting schedule), so future shares will be delivered only as they vest.