[Form 4/A] GAP INC Amended Insider Trading Activity

Rhea-AI Filing Summary

Richard Dickson, President & CEO of Gap Inc. (GAP), filed an amended Form 4 correcting the number of shares withheld to satisfy tax obligations related to equity awards. The corrected transactions, dated 08/22/2025, report two dispositions (Transaction Code F) at a price of $21.20 per share: 59,045 shares and 62,736 shares. Following those reported dispositions, the filing shows beneficial ownership figures of 349,319.735 and 286,583.735 shares respectively as reported on the form.

The amendment explains the Original Form 4 (filed 08/25/2025) misstated the number of shares withheld (originally 55,679 and 59,159) and corrects them to the amounts above. The filing is signed by a power of attorney on behalf of Mr. Dickson on 09/26/2025.

Positive

• Amendment corrects reporting to reflect accurate share-withholding amounts (59,045 and 62,736), improving disclosure accuracy

Negative

• Reported dispositions reduced beneficial holdings via tax-withholding: 59,045 and 62,736 shares disposed at $21.20 each

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share dispositions were corrected by an amended filing; governance process appears to have fixed a reporting error.

The amended Form 4 clarifies the precise number of shares withheld to satisfy tax liabilities tied to equity compensation. Such corrections are procedural and indicate management or company counsel identified and remedied a reporting inaccuracy. The correction improves disclosure accuracy but does not itself change the economic reality of the original tax-withholding transactions. No new grants, option exercises, or derivative transactions are reported.

Securities Analyst

TL;DR: Two share dispositions at $21.20 each were reported; amendment updates withheld-share counts but shows no new strategic action.

The filing records two dispositions (Code F) of 59,045 and 62,736 shares at $21.20 per share dated 08/22/2025. The amendment solely corrects previously reported withheld-share counts and therefore has limited market impact. These are routine payroll/tax withholding mechanics following equity vesting rather than active open-market sales tied to a change in strategic ownership.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DICKSON RICHARD

(Last) (First) (Middle)

TWO FOLSOM STREET

(Street)

SAN FRANCISCO CA 94105-1205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Gap Inc.

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/25/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/22/2025		F		59,045(1)	D	$21.2	349,319.735	D
Common Stock	08/22/2025		F		62,736(1)	D	$21.2	286,583.735	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A is being filed to correct the number of shares withheld to satisfy tax withholding as reported on the Reporting Person's Form 4 filed on August 25, 2025 (the "Original Form 4"). The Original Form 4 reported 55,679 and 59,159 shares withheld. The correct number of shares withheld is 59,045 and 62,736, respectively.

	By: De Anna Mekwunye, Power of Attorney for Richard Dickson	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Richard Dickson report on the amended Form 4/A for GAP?

The amendment reports two dispositions (Transaction Code F) on 08/22/2025 of 59,045 and 62,736 shares at $21.20 per share.

Why was the Form 4 amended for GAP (Richard Dickson)?

The amendment corrects the number of shares withheld to satisfy tax withholding; the Original Form 4 had reported 55,679 and 59,159, which were incorrect.

Does the amended Form 4/A report any new option grants or derivative transactions for GAP?

No. The filing contains only non-derivative dispositions (Code F) and an explanatory correction; no derivative securities or new grants are reported.

How does this amendment affect Richard Dickson's beneficial ownership reported on the form?

After the reported dispositions the form lists beneficial ownership figures of 349,319.735 and 286,583.735 as shown on the filing.