Thompson Amanda J 4

What Happened

• Amanda J. Thompson, Chief People Officer of Gap Inc., had 23,260 restricted stock units convert to shares on January 22, 2026 (3,034 + 20,226). The conversion reported as derivative exercises (code M) were at $0 per share (RSU conversion). To satisfy tax withholding (code F and D), 8,645 shares were surrendered/withheld at a reported price of $27.14 per share, yielding $234,625 in proceeds. The net shares delivered to Thompson were 14,615 (23,260 vested − 8,645 withheld).

Key Details

• Transaction date: January 22, 2026; withholding price listed as $27.14/share.
• Shares vested/converted: 3,034 and 20,226 (total 23,260). Shares withheld for taxes: 8,645 (1,249 + 7,396) for $33,898 and $200,727 respectively; total $234,625.
• Net shares issued to insider: 14,615.
• Footnotes: Each RSU equals one share. The 3,034 tranche comes from a Jan 22, 2024 grant of 12,135 RSUs vesting in four annual installments; the 20,226 tranche comes from a Jan 22, 2024 grant of 60,679 RSUs vesting over three years (one 20,226 tranche vested on Jan 22, 2026).
• Filing timeliness: Report filed Jan 23, 2026 for transactions on Jan 22, 2026 (filed the next day); no late filing indicated.
• Shares owned after transaction: Not specified in the provided filing excerpt.

Context

• This was a routine RSU vesting event (conversion of restricted stock units), not an open-market sale or a purchase. The withholding/disposition entries reflect shares surrendered to cover tax obligations (cashless withholding), a common administrative step when RSUs vest. Such withholding does not necessarily indicate a change in insider sentiment.