STOCK TITAN

Gap (GAP) director gains 20,779 shares via stock unit exercises

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

Rhea-AI Filing Summary

Gap Inc. director Shaukat Tariq M reported compensation-related equity activity involving stock units and dividend equivalent rights. On June 30, 2026, he exercised stock units and related dividend equivalents into 19,036 and 1,743 shares of common stock, respectively, at a stated price of $0.00 per share, reflecting non-cash conversions of prior awards.

Following these settlements, he directly holds 20,779 shares of Gap common stock. He also received new grants of 9,903 stock units and 1,282.7261 dividend equivalent rights, which are immediately vested but deferred for delivery, bringing his balances to 44,536 stock units and 2,508.6210 dividend equivalent rights, each economically equivalent to one share of common stock.

Positive

  • None.

Negative

  • None.
Insider Shaukat Tariq M
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights 1,282.726 $0.00 --
Exercise Dividend Equivalent Rights 1,743.741 $0.00 --
Grant/Award Stock Units 9,903 $0.00 --
Exercise Stock Units 19,036 $0.00 --
Exercise Common Stock 1,743 $0.00 --
Exercise Common Stock 19,036 $0.00 --
Holdings After Transaction: Dividend Equivalent Rights — 2,508.621 shares (Direct); Stock Units — 44,536 shares (Direct); Common Stock — 1,743 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. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023. 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. These shares were issued in settlement of stock units granted on June 30, 2023.
Common shares from stock unit exercise 19,036 shares Converted from stock units on June 30, 2026
Common shares from dividend equivalents 1,743 shares Converted from dividend equivalent rights on June 30, 2026
Post-transaction common shares held 20,779 shares Direct ownership after June 30, 2026 transactions
New stock unit grant 9,903 stock units Grant on June 30, 2026
New dividend equivalent rights grant 1,282.7261 rights Grant on June 30, 2026
Stock units outstanding after grant 44,536 stock units Balance following June 30, 2026 transactions
Dividend equivalent rights outstanding 2,508.6210 rights Balance following June 30, 2026 transactions
Total derivative exercises in filing 20,779.7407 units ExerciseShares in transaction summary
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 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.
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, or immediately upon cessation of service..."
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FAQ

What did Gap (GAP) director Shaukat Tariq M report in this Form 4?

He reported exercising previously granted stock units and dividend equivalent rights into Gap common shares, and receiving additional stock unit-based awards. These are compensation-related, non-cash equity transactions rather than open-market stock purchases or sales.

How many Gap Inc. common shares does the director hold after these transactions?

After the reported transactions, he directly holds 20,779 shares of Gap Inc. common stock. This reflects settlement of prior stock unit and dividend equivalent awards into actual shares credited to his direct ownership.

What stock unit and dividend equivalent balances does the Gap director now have?

He holds 44,536 stock units and 2,508.6210 dividend equivalent rights. Each unit or right is economically equivalent to one Gap common share, with delivery generally deferred for several years or until board service ends.

Were these Gap (GAP) insider transactions open-market buys or sells?

No, they were not market trades. The Form 4 shows exercises and grants of stock units and dividend equivalent rights at a stated price of $0.00, reflecting non-cash equity compensation and conversions, not open-market buying or selling.

What are dividend equivalent rights reported by Gap director Shaukat Tariq M?

Dividend equivalent rights provide the economic value of dividends on stock units as additional units. Each reported right equals one Gap common share economically, with vested shares delivered on a deferred schedule or when board service ceases, as described in the filing footnotes.
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*
Shaukat Tariq M

(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
Common Stock06/30/2026M1,743A$0.01,743D
Common Stock06/30/2026M19,036A$0.020,779D
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
Dividend Equivalent Rights(1)$0.006/30/2026M1,743.7407 (4) (3)Common Stock1,743.7407$0.0764.8803D
Stock Units(5)$0.006/30/2026A9,903 (6) (3)Common Stock9,903$0.044,536D
Stock Units(5)$0.006/30/2026M19,036 (7) (3)Common Stock19,036$0.025,500D
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. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023.
5. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
6. 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.
7. These shares were issued in settlement of stock units granted on June 30, 2023.
By: Susanna Zhang, Power of Attorney For: Tariq Shaukat07/01/2026
** 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)