Katrina O'Connell - Mar 14, 2025 Form 4 Insider Report for GAP INC (GAP)

Role
Chief Financial Officer
Signature
By: De Anna Mekwunye, Power of Attorney For: Katrina O'Connell
Stock symbol
GAP
Transactions as of
Mar 14, 2025
Transactions value $
-$1,327,478
Form type
4
Date filed
3/17/2025, 08:04 PM
Previous filing
Mar 14, 2025
Next filing
Mar 18, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GAP Common Stock Sale -$931K -45.8K -100% $20.34 0 Mar 14, 2025 Direct F1, F2
transaction GAP Common Stock Options Exercise $477K +34.3K $13.93 34.3K Mar 14, 2025 Direct F3
transaction GAP Common Stock Sale -$698K -34.3K -100% $20.36 0 Mar 14, 2025 Direct F3, F4
transaction GAP Common Stock Options Exercise $0 +12K $0.00 12K Mar 14, 2025 Direct
transaction GAP Common Stock Tax liability -$127K -6.11K -50.77% $20.76 5.93K Mar 14, 2025 Direct
transaction GAP Common Stock Options Exercise $0 +4.8K +81.06% $0.00 10.7K Mar 15, 2025 Direct
transaction GAP Common Stock Tax liability -$49.1K -2.44K -22.73% $20.13 8.29K Mar 15, 2025 Direct
holding GAP Common Stock 670 Mar 14, 2025 by Trust F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GAP Non-Qualified Stock Option (right to buy) Options Exercise $0 -34.3K -50% $0.00 34.3K Mar 14, 2025 Common Stock 34.3K $13.93 Direct F3, F6
transaction GAP Restricted Stock Unit Options Exercise $0 -12K -8.13% $0.00 136K Mar 14, 2025 Common Stock 12K $0.00 Direct F7, F8
transaction GAP Restricted Stock Unit Options Exercise $0 -4.8K -3.53% $0.00 131K Mar 14, 2025 Common Stock 4.8K $0.00 Direct F7, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2024.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.03 to $20.96, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
F3 The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2024.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.02 to $20.96, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
F5 The reporting person and members of her immediate family are among the beneficiaries of this family trust. The reporting person disclaims beneficial ownership of the Gap Inc. common stock held by the trust except to the extent of her pecuniary interest therein.
F6 On March 14, 2022, the reporting person was granted an option to purchase a total of 137,029 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F7 Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F8 On March 14, 2022, the reporting person was granted 48,143 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F9 On March 15, 2021, the reporting person was granted 19,211 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.