Gap Inc (GAP) legal officer exercises options, sells 30,000 shares

Rhea-AI Filing Summary

Gap Inc. reported an insider share transaction by its Chief Legal & Compliance Officer. On 12/17/2025, the officer exercised a non-qualified stock option to acquire 30,000 shares of common stock at an exercise price of $23.54 per share and, on the same date, sold 30,000 shares of common stock at a price of $28.00 per share. Following these transactions, the officer directly beneficially owned 37,394.9267 shares of Gap Inc. common stock and held 30,000 non-qualified stock options. The sale was carried out under a Rule 10b5-1 trading plan adopted on July 11, 2025.

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
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).

X

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^*

Gruber Julie

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal&Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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

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	12/17/2025		M(1)		30,000	A	$23.54	67,394.9267	D
Common Stock	12/17/2025		S(1)		30,000	D	$28	37,394.9267	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
Non-Qualified Stock Option (right to buy)	$23.54	12/17/2025		M(1)			30,000	(2)	03/13/2027	Common Stock	30,000	$0.0	30,000	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 11, 2025.

2. On March 13, 2017, the reporting person was granted an option to purchase a total of 60,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

	By: De Anna Mekwunye, Power of Attorney For: Julie Gruber	12/18/2025
	** 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 insider transaction did Gap Inc (GAP) disclose in this Form 4?

The filing shows that Gap Inc.’s Chief Legal & Compliance Officer exercised a non-qualified stock option for 30,000 shares at $23.54 per share and sold 30,000 shares of common stock at $28.00 per share on 12/17/2025.

How many Gap Inc (GAP) shares does the reporting officer own after the transaction?

After the reported transactions, the officer directly beneficially owned 37,394.9267 shares of Gap Inc. common stock and held 30,000 non-qualified stock options.

Was the Gap Inc (GAP) share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 11, 2025.

What is the origin of the stock options exercised in this Gap Inc (GAP) Form 4?

The filing explains that on March 13, 2017, the reporting person was granted an option to purchase a total of 60,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

What role does the reporting person hold at Gap Inc (GAP)?

The reporting person is identified as an Officer of Gap Inc, serving as the company’s Chief Legal & Compliance Officer.

What types of securities are reported in this Gap Inc (GAP) Form 4?

The filing reports transactions in common stock and in a non-qualified stock option (right to buy) that is exercisable into Gap Inc. common stock.