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Gap director granted stock units, dividend rights

Donohue Elisabeth B reported acquisition or exercise transactions in this Form 4 filing.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Donohue Elisabeth B reported acquisition or exercise transactions in this Form 4 filing.

Gap Inc. director Elisabeth B. Donohue reported equity compensation awards rather than market trades. She received 9,903 stock units and 1,812.5504 dividend equivalent rights, each economically equal to one share of common stock. Both awards are immediately vested, but share delivery is deferred for three years from grant or until she leaves the Board, if earlier. Following these grants, she directly holds 57,705 stock units and 4,680.7977 dividend equivalent rights.

Positive

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Negative

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Insider Donohue Elisabeth B
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights 1,812.5504 $0.00 $0.00
Grant/Award Stock Units 9,903 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 4,680.7977 contracts (Direct); Stock Units — 57,705 contracts (Direct)
Footnotes (5)
  1. F1. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
  2. F2. The dividend equivalent rights accrued on stock units originally granted on June 30, 2022, June 30, 2023, June 30, 2024, and June 30, 2025, and are immediately vested. Vested shares are delivered to the reporting person no sooner than three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
  3. F3. Not applicable.
  4. F4. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
  5. F5. Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
Stock units granted 9,903 stock units Grant to director Elisabeth B. Donohue on June 30, 2026
Dividend equivalent rights granted 1,812.5504 rights Dividend equivalents accruing on prior stock unit grants
Stock units held after transaction 57,705 stock units Total direct stock units following the June 30, 2026 grants
Dividend equivalent rights held after transaction 4,680.7977 rights Total direct dividend equivalent rights after the awards
Economic equivalence 1:1 with common stock Each dividend equivalent right equals one Gap Inc. common share
Vesting status Immediately vested Both stock units and dividend equivalent rights
Dividend Equivalent Rights financial
"Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
stock unit financial
"Each stock unit represents a contingent right to receive one share of Gap Inc. common stock."
contingent right financial
"Each stock unit represents a contingent right to receive one share of Gap Inc. common stock."
immediately vested financial
"Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant."
deferred financial
"Delivery of the shares is deferred until three years from the date of grant, unless further deferred."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Gap (GAP) disclose for Elisabeth B. Donohue?
Gap disclosed that director Elisabeth B. Donohue received equity-based compensation, not an open-market trade. She was granted 9,903 stock units and 1,812.5504 dividend equivalent rights, each tied to Gap Inc. common stock, and all awards are immediately vested but subject to deferred delivery.

How many stock units did Gap director Elisabeth B. Donohue receive in this Form 4?
Elisabeth B. Donohue received 9,903 stock units linked to Gap Inc. common stock. Each stock unit represents a contingent right to receive one share, is immediately vested, and the actual shares are scheduled for delivery after three years or upon earlier Board service cessation.

What are the dividend equivalent rights reported for Gap (GAP) director Donohue?
She acquired 1,812.5504 dividend equivalent rights, each economically equivalent to one share of Gap Inc. common stock. These rights accrued on prior stock unit grants made in 2022, 2023, 2024, and 2025, are immediately vested, and are subject to the same deferred delivery schedule as the underlying units.

Are the Gap stock unit and dividend equivalent awards immediately vested or subject to vesting?
Both the 9,903 stock units and 1,812.5504 dividend equivalent rights are immediately vested. However, delivery of the underlying shares is deferred for three years from the grant date, unless further deferred, or accelerates upon earlier cessation of service as a member of the Board.

When will Elisabeth B. Donohue receive Gap shares from these stock units and dividend rights?
The shares underlying the stock units and dividend equivalent rights are scheduled for delivery three years from the respective grant dates. Delivery can be further deferred, or occur earlier if she ceases to serve on the Board, according to the described deferral and acceleration provisions.

How many stock units and dividend equivalent rights does Donohue hold after this Gap Form 4?
After these awards, Donohue directly holds 57,705 stock units and 4,680.7977 dividend equivalent rights. Each stock unit and dividend equivalent right corresponds to one share of Gap Inc. common stock, providing a measure of her accumulated equity-based compensation exposure as a director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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).
Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Donohue Elisabeth B
(Last)(First)(Middle)
TWO FOLSOM STREET
(Street)
SAN FRANCISCO CALIFORNIA 94105-1205
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)$0.006/30/2026A1,812.5504 (2) (3)Common Stock1,812.5504$0.04,680.7977D
Stock Units(4)$0.006/30/2026A9,903 (5) (3)Common Stock9,903$0.057,705D
Explanation of Responses:
1. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
2. The dividend equivalent rights accrued on stock units originally granted on June 30, 2022, June 30, 2023, June 30, 2024, and June 30, 2025, and are immediately vested. Vested shares are delivered to the reporting person no sooner than three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
3. Not applicable.
4. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
5. Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
By: Susanna Zhang, Power of Attorney For: Elisabeth Donohue07/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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