[Form 4] GAP INC Insider Trading Activity

Rhea-AI Filing Summary

Jody Gerson, a director of Gap Inc. (GAP), was granted 7,734 stock units on 09/15/2025. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock and is immediately vested, but actual delivery of shares is deferred until three years from the grant date unless earlier upon cessation of board service. The reported grant shows a per-unit price of $0.0 and leaves the reporting person with 7,734 shares beneficially owned following the transaction. The Form 4 filing was submitted by Susanna Zhang as Power of Attorney on 09/17/2025.

Positive

• Director received equity compensation of 7,734 stock units, aligning interests with shareholders
• Units are immediately vested, granting the reporting person an earned right to shares
• Delivery is deferred for three years or earlier upon leaving board service, supporting retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant with immediate vesting but deferred delivery; typical for non-employee board compensation.

The Form 4 discloses a standard board compensation mechanism: 7,734 stock units that vest immediately but whose delivery is deferred for three years or until departure from board service. This structure aligns director incentives with shareholder value while preserving deferral flexibility. The filing was executed by a power of attorney, which is common for insider reporting. No cash consideration is reported and no additional holdings or derivative instruments are disclosed.

Executive Compensation Analyst

TL;DR: Immediate vesting increases economic exposure today but share issuance is delayed; compensation expense timing is not disclosed here.

The award of 7,734 stock units at $0.0 per unit indicates a grant rather than a purchase. Immediate vesting creates an earned entitlement, though delivery is deferred for three years, which affects when shares actually enter the market. The Form 4 does not provide aggregate compensation value, grant rationale, or how this award compares to prior grants, limiting assessment of materiality for broader pay practices.

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
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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^*

Gerson Jody

(Last) (First) (Middle)

TWO FOLSOM STREET

(Street)

SAN FRANCISCO CA 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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
Stock Units(1)	$0.0	09/15/2025		A		7,734		(2)	(3)	Common Stock	7,734	$0.0	7,734	D

Explanation of Responses:

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

2. 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.

3. Not applicable.

	By: Susanna Zhang, Power of Attorney For: Jody Gerson	09/17/2025
	** 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 did GAP insider Jody Gerson receive on 09/15/2025?

Jody Gerson was granted 7,734 stock units on 09/15/2025, each representing a right to one share of Gap Inc. common stock.

Are the stock units vested immediately for GAP director Jody Gerson?

Yes, the filing states each stock unit is immediately vested, but delivery of the shares is deferred.

When will the shares for the 7,734 stock units be delivered?

Delivery is deferred until three years from the date of grant unless delivery occurs earlier upon cessation of board service.

How many shares does Jody Gerson beneficially own after the reported transaction?

The Form 4 reports 7,734 shares beneficially owned following the transaction.

Was any purchase price paid for the stock units in the Form 4 filing?

The filing reports a price of $0.0 per unit, indicating the units were granted, not purchased.

Who filed the Form 4 on behalf of Jody Gerson?

The Form 4 was filed by Susanna Zhang, Power of Attorney for Jody Gerson on 09/17/2025.