Gap Inc (GAP) director discloses stock sale and share disposals

Rhea-AI Filing Summary

Gap Inc. reported that a director disposed of shares of common stock in two separate transactions. On December 11, 2025, a trust associated with the director disposed of 3,971 shares at a weighted average price of $27.04, and held 746,781 shares indirectly afterward.

On December 12, 2025, the director reported another disposition of 11,700 shares at a price of $0, leaving 8,838,325 shares held directly. Additional indirect holdings are reported through a spouse, multiple trusts, and limited partnerships, with individual positions including 50,852 shares held by a spouse and 22,020,000 shares held through limited partnerships.

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

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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 JOHN J

(Last) (First) (Middle)

1300 EVANS AVENUE, NO. 880154

(Street)

SAN FRANCISCO CA 94188

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		S		3,971	D	$27.04(1)	746,781	I	By Trust
Common Stock	12/12/2025		G		11,700	D	$0	8,838,325	D
Common Stock								50,852	I	By Spouse
Common Stock								6,295,497	I	By Trusts
Common Stock								815,511	I	By Trusts
Common Stock								1,581,500	I	By Trust
Common Stock								22,020,000	I	By Limited Partnerships

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

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $27.00 to $27.075. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Jane Spray, Attorney-in-Fact	12/15/2025
	** 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.
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FAQ

What insider transactions did the Gap Inc (GAP) director report?

The director reported two dispositions of Gap Inc. common stock. On December 11, 2025, a trust associated with the director disposed of 3,971 shares. On December 12, 2025, the director reported another disposition of 11,700 shares at a stated price of $0.

At what price were the Gap Inc (GAP) shares sold in the reported transaction?

The December 11, 2025 transaction was executed at a weighted average price of $27.04 per share, based on multiple trades between $27.00 and $27.075, as explained in the footnote.

How many Gap Inc (GAP) shares does the director hold directly after these transactions?

Following the reported transactions, the director is shown as holding 8,838,325 shares of Gap Inc. common stock directly.

What indirect holdings of Gap Inc (GAP) stock does the director report?

The director reports several indirect positions, including 746,781 shares held by a trust after the December 11 transaction, 50,852 shares held by a spouse, and 22,020,000 shares held through limited partnerships, along with additional shares held by various trusts.

How was the weighted average price for the Gap Inc (GAP) stock sale calculated?

The explanation notes that the 3,971-share transaction on December 11, 2025 was executed in multiple trades at prices ranging from $27.00 to $27.075, and the reported $27.04 reflects the weighted average sales price.

Who signed the Gap Inc (GAP) insider report?

The report is signed by /s/ Jane Spray, Attorney-in-Fact, on December 15, 2025, acting on behalf of the reporting person.