O'Connell Katrina 4

What Happened

• Katrina O'Connell, Chief Financial Officer of GAP Inc. (GAP), converted 25,000 restricted stock units (RSUs) into 25,000 shares on March 13, 2026. The RSUs converted at $0 (no cash exercise price).
• To satisfy tax withholding obligations, 8,964 of those shares were sold at $23.13 per share for proceeds of $207,337. After the withholding sale, she retained 16,036 net shares from this vesting event.
• This is a routine vesting/tax-withholding transaction (not a market-driven sale for investment reasons).

Key Details

• Transaction date: 2026-03-13.
• Conversion: 25,000 RSUs -> 25,000 shares (treated as exercise/conversion of a derivative; reported at $0).
• Withholding sale: 8,964 shares disposed at $23.13, total reported proceeds $207,337.
• Net shares retained from this vesting: 16,036 (25,000 − 8,964).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1 notes the reporting person is a beneficiary of a family trust and disclaims beneficial ownership of trust-held shares; F2 clarifies each RSU converts to one share; F3 shows the RSU grant was on March 13, 2023 (100,000 RSUs vesting in four equal annual installments).
• Filing timeliness: report filed with reporting period 2026-03-13 (no late-filing indication in this record).

Context

• This was a scheduled RSU vesting event with an associated tax-withholding sale — a common, routine action for executives when equity awards vest. The sale appears solely to cover taxes rather than a discretionary sale of vested shares.
• For clarity: RSU conversion is not a cash purchase; it creates shares when vested. Tax-withholding dispositions (code F) are routine and typically do not signal the insider's market view.