GAP insider files Form 144 to sell 500k shares via Goldman Sachs

Rhea-AI Filing Summary

Form 144 notice for GAP Inc. (GAP) reports a proposed sale of 500,000 shares of common stock through Goldman Sachs & Co. LLC on 09/24/2025, with an aggregate market value of $11,448,149 based on the filing. The filing states 371,047,226 shares outstanding.

The shares were acquired by gift from Doris F. Fisher on 09/27/2009; the donor originally acquired those shares on 07/03/1969. The filing lists cash as the payment type and shows no reported sales by the seller in the past three months. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Regulatory compliance: Seller provided a Form 144 with broker details and acquisition history, enabling transparent disclosure of the proposed sale
• Execution through major broker: Sale is routed via Goldman Sachs & Co. LLC, indicating use of an established broker

Negative

• Insider selling notable size: Proposed sale of 500,000 shares with an aggregate value of $11,448,149 could be viewed negatively by some investors
• Limited context provided: Filing does not state ownership percentage, reasons for sale, or plan adoption dates, restricting interpretation of the sale's significance

Insights

Securities Analyst

TL;DR: Insider plans to sell ~500k GAP shares (~$11.45M) via Goldman Sachs, a routine disclosure but material in size.

The Form 144 documents a proposed sale of 500,000 common shares by a person whose shares were received as a gift from Doris F. Fisher in 2009. The trade is to be executed through Goldman Sachs & Co. LLC on 09/24/2025 and is reported with an aggregate market value of $11,448,149 against 371,047,226 shares outstanding. From a market-impact perspective, the notice itself is a compliance filing that provides transparency about insider selling. Without additional context on the seller's ownership percentage or reasons for the sale, this filing is informational rather than dispositive for valuation models.

Corporate Governance Expert

TL;DR: Filing reflects required disclosure of an insider sale; ensures regulatory compliance but raises routine governance questions.

The Form 144 shows the seller is following Rule 144 notice requirements by identifying the broker, number of shares, and acquisition history: the shares were a 2009 gift originating from Doris F. Fisher. The document contains the standard seller certification about absence of undisclosed material adverse information. The filing does not provide motives, plan adoption dates, or signature details in the provided content, so governance assessment is limited to confirmation of disclosure mechanics rather than insight into corporate insider intent.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	500000	11448149	371047226	09/24/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	09/27/2009	Gift	Doris F. Fisher		07/03/1969	500000	07/03/1969	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does GAP's Form 144 disclose?

The filing discloses a proposed sale of 500,000 GAP common shares through Goldman Sachs & Co. LLC on 09/24/2025 with an aggregate market value of $11,448,149.

Who acquired the shares being sold according to the filing?

The shares were reported as a gift received by the seller from Doris F. Fisher on 09/27/2009; the donor acquired them on 07/03/1969.

Were any GAP shares sold by this person in the past three months?

The filing states: Nothing to Report for securities sold during the past three months by the person for whose account the securities are to be sold.

Does the Form 144 indicate any undisclosed material information?

By signing the notice the person represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.

Through which exchange and broker will the sale be executed?

The sale is listed to be executed on the NYSE via Goldman Sachs & Co. LLC.