Gap Inc (GAP) director and 10% owner reports 500,000-share sale

Rhea-AI Filing Summary

Gap Inc. disclosed that a director and 10% owner reported a sale of common stock. On 12/01/2025, the reporting person sold 500,000 shares of Gap Inc. common stock at a weighted average price of $27.45 per share through an indirect holding by a trust.

After this transaction, the reporting person beneficially owns 2,329,502 shares indirectly through a trust, 12,813,658 shares directly, 132,257 shares indirectly through a spouse, and 22,015,000 shares indirectly through limited partnerships. The sale was executed in multiple trades within a price range of $27.3178 to $27.6163, with the weighted average reported.

Insights

Equity Ownership Analyst

Large Form 4 sale by a director/10% holder, but substantial ownership remains after the transaction.

This Form 4 reports that a **director and 10% owner of Gap Inc.** sold **500,000 shares of common stock** on 12/01/2025. The shares were sold indirectly "By Trust" at a weighted average price of about $27.45, with individual trades ranging from $27.3178 to $27.6163. The transaction is coded as "S," which indicates a sale of already-owned, non-derivative common shares.

After this sale, the reporting person still shows indirect ownership of **2,329,502 shares by trust**, **132,257 shares by spouse**, and **22,015,000 shares by limited partnerships**, plus **12,813,658 shares held directly**. In total, this implies continuing beneficial ownership of over 37 million shares, based on simple addition of the reported post-transaction positions. The filing describes only open-market style sales and reports no derivative securities activity in Table II.

The key near-term item to watch is whether additional Form 4 filings show a pattern of continued selling or whether this remains a one-time transaction around December 2025. Attention to any future Forms 4 from this same reporting person, especially changes in the large limited partnership and direct positions, will help contextualize whether this sale marks a material shift in their overall exposure or just routine portfolio activity.

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^*

FISHER ROBERT 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		S		500,000	D	$27.45(1)	2,329,502	I	By Trust
Common Stock								12,813,658	D
Common Stock								132,257	I	By Spouse
Common Stock								22,015,000	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 $27.3178 to $27.6163. 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	12/03/2025
	** 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 report in this Form 4 filing?

The filing reports that a director and 10% owner of Gap Inc. sold 500,000 shares of common stock on 12/01/2025 through an indirect holding by a trust.

At what price were the 500,000 GAP shares sold by the insider?

The 500,000 shares were sold at a weighted average price of $27.45 per share, with individual trades executed between $27.3178 and $27.6163.

How many GAP shares does the reporting person own after this transaction?

Following the sale, the reporting person beneficially owns 2,329,502 shares indirectly through a trust, 12,813,658 shares directly, 132,257 shares indirectly through a spouse, and 22,015,000 shares indirectly through limited partnerships.

What is the relationship of the reporting person to GAP Inc.?

The reporting person is identified as both a Director and a 10% Owner of Gap Inc.

Was the insider transaction in GAP stock executed in a single trade?

No. The sale was executed in multiple trades at prices ranging from $27.3178 to $27.6163, and the filing reports the weighted average price.

What types of ownership are disclosed for the reporting person in GAP stock?

The filing discloses direct ownership of shares, as well as indirect ownership through a trust, a spouse, and limited partnerships.