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  4. [Form 4] GAP INC Insider Trading Activity

Robert J. Fisher (GAP) receives stock units and dividend rights as board pay

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

Rhea-AI Filing Summary

FISHER ROBERT J reported acquisition or exercise transactions in this Form 4 filing.

GAP Inc director and major shareholder Robert J. Fisher reported routine equity compensation awards rather than market trades. He received 9,903 stock units and 1,282.7261 dividend equivalent rights, each economically equivalent to one share of GAP Inc. common stock. These awards are immediately vested, but delivery of the related shares is deferred until three years from each grant date, unless further deferred, or earlier upon his cessation of service on the Board.

Positive

  • None.

Negative

  • None.

Insights

Filing shows routine equity awards, not open‑market buying or selling.

Robert J. Fisher, a director and large shareholder of GAP Inc, reported grants of stock units and dividend equivalent rights. These are compensation-related awards, each tied one-for-one to common shares, with no cash paid and no open-market activity.

The filing shows 9,903 stock units and 1,282.7261 dividend equivalent rights added, with immediate vesting but deferred share delivery for about three years or until Board service ends. With no sales, options exercises, or 10b5-1 plan references, this appears to be standard non-cash director compensation rather than a signal on the stock.

Insider FISHER ROBERT J
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights 1,282.726 $0.00 --
Grant/Award Stock Units 9,903 $0.00 --
Holdings After Transaction: Dividend Equivalent Rights — 2,508.621 shares (Direct); Stock Units — 44,536 shares (Direct)
Footnotes (1)
  1. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock. The dividend equivalent rights accrued on stock units originally granted on 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. Not applicable. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock. 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 units Grant of stock units on June 30, 2026
Dividend equivalent rights granted 1,282.7261 rights Dividend equivalent rights on June 30, 2026
Stock units after transaction 44,536 units Total stock units held directly after grant
Dividend rights after transaction 2,508.6210 rights Total dividend equivalent rights held directly after grant
Award price per unit $0.0000 per unit Reported transaction price for both grants
Derivative transactions count 2 transactions Both coded as grant, award, or other acquisition
Stock Units financial
"Each stock unit represents a contingent right to receive one share of Gap Inc. common stock."
Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.
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.
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."
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider activity did GAP (GAP) report for Robert J. Fisher?
GAP reported that director and major shareholder Robert J. Fisher received grants of 9,903 stock units and 1,282.7261 dividend equivalent rights. These awards are equity compensation tied one-for-one to GAP Inc. common stock, not open-market purchases or sales.

Were there any open-market stock purchases or sales by Robert J. Fisher at GAP?
No, the Form 4 shows no open-market buys or sells. It records compensation-related grants of stock units and dividend equivalent rights, both with a reported price of $0.0000 per unit, indicating non-cash awards rather than trading activity in GAP shares.

What are the stock units granted to Robert J. Fisher at GAP?
The filing states each stock unit represents a contingent right to receive one share of GAP Inc. common stock. Fisher received 9,903 stock units, which are immediately vested, but the actual share delivery is deferred under the company’s director compensation terms.

How do GAP dividend equivalent rights work for Robert J. Fisher?
Each dividend equivalent right is the economic equivalent of one GAP Inc. common share. Fisher received 1,282.7261 dividend equivalent rights that accrued on prior stock unit grants. These rights are immediately vested and mirror the value of dividends on the underlying stock units.

When will Robert J. Fisher receive the GAP shares tied to these awards?
According to the filing, vested shares from stock units and related dividend equivalent rights are delivered three years from the date of grant, unless further deferred, or immediately upon Fisher’s cessation of service as a Board member, whichever occurs first.

How many derivative awards does Robert J. Fisher hold at GAP after these grants?
After the transactions, Fisher holds 44,536 stock units and 2,508.6210 dividend equivalent rights directly. Each unit or right is tied to one share of GAP Inc. common stock, giving him a substantial deferred equity stake linked to his Board compensation.
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*
FISHER ROBERT J
(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)
XDirectorX10% 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)$0.006/30/2026A1,282.7261 (2) (3)Common Stock1,282.7261$0.02,508.621D
Stock Units(4)$0.006/30/2026A9,903 (5) (3)Common Stock9,903$0.044,536D
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, 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: De Anna Mekwunye, Power of Attorney For: Robert J. Fisher07/01/2026
** 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