Gap Inc. CEO acquires 14,834 and 1,521 shares via settlements

Q: What did GAP’s CEO report on Form 4?

Richard Dickson reported acquiring 14,834 and 1,521 GAP common shares at $0.0 on 11/08/2025 via equity grant settlements.

Q: What is Richard Dickson’s role at GAP?

He is a Director and serves as President & CEO, Gap Inc.

Q: How many shares does the CEO own after the transactions?

He beneficially owns 303,287.629 GAP common shares directly after the reported transactions.

Q: What instruments were settled to deliver the shares?

Shares were delivered upon settlement of stock units and dividend equivalent rights originally granted on November 8, 2022.

Q: Was there a purchase price for the acquired shares?

The reported share acquisitions were at $0.0 per share, consistent with settlements of equity awards.

Gap Inc. reported an insider transaction by President & CEO and Director Richard Dickson.

Accepted by SEC EDGAR 11/12/2025 - 04:31 PM EST

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Rhea-AI Filing Summary

Gap Inc. reported an insider transaction by President & CEO and Director Richard Dickson. On 11/08/2025, he acquired 14,834 and 1,521 shares of common stock at $0.0 per share, following the settlement of previously granted stock units and dividend equivalent rights from November 8, 2022. After these transactions, he beneficially owned 303,287.629 shares directly. The filing also notes dividend equivalent rights are economically equivalent to one share of common stock and accrued on the 2022 stock unit grant.

Insider Trade Summary

16,355.5678 shares exercised/converted

Exercise 5 txns

Insider DICKSON RICHARD

Role President & CEO, Gap Inc.

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	437.6411	$0.00	$0.00
Exercise	Dividend Equivalent Rights	1,521.5678	$0.00	$0.00
Exercise	Stock Units	14,834	$0.00	$0.00
Exercise	Common Stock	14,834	$0.00	$0.00
Exercise	Common Stock	1,521	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Rights — 657.8272 contracts (Direct); Stock Units — 12,204 contracts (Direct); Common Stock — 303,287.629 shares (Direct)

Holdings Before and After: Dividend Equivalent Rights, 1,741.7539 to 657.8272 contracts (Direct); Stock Units, 27,038 to 12,204 contracts (Direct); Common Stock, 286,932.629 to 303,287.629 shares (Direct)

Footnotes (7)

F1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).
F2. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
F3. The dividend equivalent rights accrued on stock units originally granted on November 8, 2022, and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
F4. Not applicable.
F5. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on November 8, 2022.
F6. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
F7. These shares were issued in settlement of stock units granted on November 8, 2022.

FAQ

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

What did GAP’s CEO report on Form 4?

Richard Dickson reported acquiring 14,834 and 1,521 GAP common shares at $0.0 on 11/08/2025 via equity grant settlements.

What is Richard Dickson’s role at GAP?

He is a Director and serves as President & CEO, Gap Inc.

How many shares does the CEO own after the transactions?

He beneficially owns 303,287.629 GAP common shares directly after the reported transactions.

What instruments were settled to deliver the shares?

Shares were delivered upon settlement of stock units and dividend equivalent rights originally granted on November 8, 2022.

What are dividend equivalent rights noted in the filing?

Each dividend equivalent right is the economic equivalent of one share of GAP common stock.

Was there a purchase price for the acquired shares?

The reported share acquisitions were at $0.0 per share, consistent with settlements of equity awards.

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

Form 4 Insider Transactions: What Each Field Means →

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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).

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^*

DICKSON RICHARD

(Last)

(First)

(Middle)

TWO FOLSOM STREET

(Street)

SAN FRANCISCO

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)
11/08/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2025		M		14,834	A	$0.0	301,766.629⁽¹⁾	D
Common Stock	11/08/2025		M		1,521	A	$0.0	303,287.629	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights⁽²⁾	$0.0	11/08/2025		A		437.6411		⁽³⁾	⁽⁴⁾	Common Stock	437.6411	$0.0	2,179.395	D
Dividend Equivalent Rights⁽²⁾	$0.0	11/08/2025		M			1,521.5678	⁽⁵⁾	⁽⁴⁾	Common Stock	1,521.5678	$0.0	657.8272	D
Stock Units⁽⁶⁾	$0.0	11/08/2025		M			14,834	⁽⁷⁾	⁽⁴⁾	Common Stock	14,834	$0.0	12,204	D

Explanation of Responses:

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).

2. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

3. The dividend equivalent rights accrued on stock units originally granted on November 8, 2022, and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.

4. Not applicable.

5. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on November 8, 2022.

6. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

7. These shares were issued in settlement of stock units granted on November 8, 2022.

	By: De Anna Mekwunye, Power of Attorney For: Richard Dickson	11/12/2025
	** 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.

Source: View Original Filing on SEC EDGAR