[8-K] GAP INC Reports Material Event

Rhea-AI Filing Summary

The Gap, Inc. announced that on September 15, 2025 the Board appointed Jody Gerson as a director effective that day. In connection with her appointment, Ms. Gerson received company stock units with an initial aggregate value of $185,000 based on the fair market value of the common stock and will receive a pro rata portion of the $95,000 annual cash retainer paid to non-employee directors for fiscal 2025. The stock units follow the same terms as those granted to other non-employee directors as described in the Company’s 2025 proxy statement. The filing states there are no arrangements or understandings with others regarding her appointment and she has no material interest in transactions requiring disclosure. The Company also furnished a press release announcing the election as Exhibit 99.1.

Positive

• Board strengthened by appointment of Jody Gerson as a non-employee director
• Compensation disclosed with a clear equity award value of $185,000 and pro rata cash retainer from the $95,000 annual amount
• No disclosed conflicts or arrangements and no material interest in reportable transactions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board adds a new non-employee director with standard compensation and no disclosed conflicts.

The appointment of Jody Gerson is presented as routine governance activity: grant of equity units valued at $185,000 and a pro rata cash retainer consistent with existing non-employee director practices. The filing explicitly states there are no related arrangements or material interests requiring disclosure, which suggests no immediate governance conflicts or related-party concerns. The incorporation by reference to the 2025 proxy indicates the grant terms mirror the company’s established director compensation framework.

Compensation Analyst

TL;DR: Director compensation aligns with peer-style practices: equity award plus pro rata cash retainer.

The award structure—stock units valued at $185,000 and a pro rata portion of a $95,000 annual cash retainer—matches the company’s disclosed non-employee director program. Because the filing ties terms to the proxy disclosure, this indicates standardized treatment rather than a bespoke, potentially dilutive or unusually generous grant. The filing does not provide vesting or dilution details, which remain in the proxy description.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

September 15, 2025

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7562

94-1697231

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Two Folsom Street
San Francisco,			California						94105
(Address of principal executive offices)									(Zip Code)

(415) 427-0100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.05 par value			GAP			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2025, the board of directors (the “Board”) of The Gap, Inc. (the “Company”) appointed Jody Gerson to serve as a director of the Company, with such appointment effective the same day.

In connection with Ms. Gerson's appointment to the Board, she received Company stock units with an initial aggregate value of $185,000 (based on the then-current fair market value of the Company's common stock) upon the effective date of her appointment. The terms of the stock units are consistent with the stock units for the Company's other non-employee directors, as described under the heading "Compensation of Directors" in the Company's 2025 proxy statement, which description is incorporated herein by reference. Ms. Gerson will also receive a pro rata portion of the current $95,000 annual cash retainer amount for fiscal 2025 that the Company pays to non-employee directors for service as a director.

There are no arrangements or understandings between Ms. Gerson and any other person pursuant to which she was appointed as a director, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 15, 2025, the Company issued a press release announcing the election of Jody Gerson to serve as a director of the Company. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
99.1						Press Release dated September 15, 2025 announcing the appointment of Jody Gerson to the Board
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE GAP, INC.
Date: September 15, 2025			By:			/s/ Julie Gruber
						Julie Gruber
						Executive Vice President and
						Chief Legal and Compliance Officer

FAQ

Who was appointed to The Gap, Inc.'s board in this 8-K (GAP)?

The filing states that Jody Gerson was appointed to the Board effective September 15, 2025.

What compensation did Jody Gerson receive upon appointment to GAP's board?

She received company stock units with an initial aggregate value of $185,000 and will receive a pro rata portion of the $95,000 annual cash retainer for non-employee directors for fiscal 2025.

Are the terms of Ms. Gerson’s stock units different from other directors at GAP?

No. The filing says the terms are consistent with the stock units for the company's other non-employee directors as described in the 2025 proxy statement.

Did the filing disclose any arrangements or conflicts related to her appointment?

The filing states there are no arrangements or understandings with any person regarding her appointment and that she has no direct or indirect material interest in transactions requiring disclosure.

Was a press release provided about the appointment?

Yes. The Company furnished a press release announcing the election as Exhibit 99.1 to the Current Report.