O'Connell Katrina 4

What Happened Katrina O'Connell, Chief Financial Officer of Gap Inc., had 12,036 restricted stock units convert to common shares on March 14, 2026 (reported as an exercise/conversion of a derivative). On the same date 4,318 of those shares were surrendered/withheld to cover tax obligations (reported at $23.24 per share, totaling $100,350). On March 16, 2026 she sold 16,036 shares in an open-market transaction for aggregate proceeds of $380,693 (weighted average price reported as $23.74).

Key Details

• Transaction dates: RSU conversion and tax withholding on 2026-03-14; open-market sale on 2026-03-16.
• Prices and amounts:
  • RSU conversion: 12,036 shares @ $0.00 (conversion of restricted stock units).
  • Tax withholding: 4,318 shares @ $23.24 = $100,350 (reported as tax payment/withholding).
  • Open-market sale: 16,036 shares, weighted avg price $23.74 = $380,693 (sales occurred at prices between $23.60 and $23.96 per footnote).
• Shares owned after the transactions: Not reported on this Form 4.
• Notable footnotes: Sale was effected under a Rule 10b5-1 trading plan adopted June 12, 2025 (F1). Price shown for the sale is a weighted average across multiple transactions; exact trade-level prices can be provided on request (F2). The converted shares were from restricted stock units (each RSU = one share; original grant March 14, 2022; vests in four annual installments) (F4, F5). The reporting person disclaims beneficial ownership of shares held in a family trust except to the extent of pecuniary interest (F3).
• Timeliness: Form 4 filed March 16, 2026 for transactions on March 14–16, 2026 — not marked late.

Context This filing reflects RSU vesting (conversion to shares), net-share settlement for taxes (shares withheld/surrendered), and an open-market sale executed under a pre-established 10b5-1 plan. Conversions and tax-withholding are routine steps when restricted awards vest; the open-market sale appears planned under the trading arrangement rather than an ad-hoc sale.