Gap (NYSE: GAP) insider settles stock units and gifts 23K shares
Rhea-AI Filing Summary
GAP INC director and more than 10% owner William Sydney Fisher reported a mix of stock unit settlements and a share gift. On June 30, 2026, he received 19,036 shares of common stock from stock units granted on June 30, 2023, and 1,743 shares from related dividend equivalent rights, for a total of 20,779 shares issued in settlement. He also made a bona fide gift of 23,000 common shares. After these transactions, he held 15,943,734 GAP INC common shares directly, plus additional indirect holdings through limited partnerships, a trust, and his spouse. The filing notes that the transactions were made under a plan adopted on March 19, 2026 intended to satisfy Rule 10b5-1(c) affirmative defense conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 2,221 shares
Net Sell
8 txns
Insider
FISHER WILLIAM SYDNEY
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Units | 19,036 | $0.00 | $0.00 |
| Exercise | Dividend Equivalent Rights | 1,743.7407 | $0.00 | $0.00 |
| Exercise | Common Stock | 19,036 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,743 | $0.00 | $0.00 |
| Gift | Common Stock | 23,000 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Units — 25,500 shares (Direct);
Dividend Equivalent Rights — 764.8803 shares (Direct);
Common Stock — 15,920,734 shares (Direct);
Common Stock — 150,901 shares (Indirect, By Spouse);
Common Stock — 2,753,453 shares (Indirect, By Trust);
Common Stock — 22,015,000 shares (Indirect, By Limited Partnerships)
Footnotes (3)
- F1. 19,036 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2023. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock").
- F2. 1,743 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2023. Each dividend equivalent right was the economic equivalent of one share of Gap Common Stock.
- F3. The transaction set forth herein was made pursuant to a plan adopted on March 19, 2026, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Key Figures
Shares from stock units: 19,036 shares
Shares from dividend equivalent rights: 1,743 shares
Gifted shares: 23,000 shares
+5 more
8 metrics
Shares from stock units
19,036 shares
Issued in settlement of stock units granted June 30, 2023
Shares from dividend equivalent rights
1,743 shares
Issued in settlement of dividend equivalent rights on same stock units
Gifted shares
23,000 shares
Bona fide gift of GAP INC common stock
Direct holdings after transactions
15,943,734 shares
GAP INC common stock held directly after June 30, 2026 transactions
Indirect LP holdings
22,015,000 shares
Indirectly owned through limited partnerships
Indirect trust holdings
2,753,453 shares
Indirectly owned through a trust
Spouse’s indirect holdings
150,901 shares
Indirectly owned through spouse
Total derivative exercises
20,779.7407 shares
Exercise or conversion of derivative securities on June 30, 2026
Key Terms
bona fide gift, Rule 10b5-1(c), dividend equivalent rights, stock units
4 terms
bona fide gift financial
"transaction code "G" is described as a "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Rule 10b5-1(c) regulatory
"plan adopted on March 19, 2026, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"
Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.
dividend equivalent rights financial
"1,743 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units"
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
"19,036 shares were issued in settlement of the stock units originally granted to the reporting person"
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.
FAQ
What insider transactions did William Sydney Fisher report at GAP (GAP)?
William Sydney Fisher reported stock unit settlements and a share gift. He received 19,036 shares from previously granted stock units and 1,743 shares from dividend equivalent rights, while gifting 23,000 common shares. These actions adjusted his direct holdings without any open-market buying or selling.
Were William Sydney Fisher’s GAP INC transactions made under a Rule 10b5-1 plan?
Yes, the filing states the transactions were made under a Rule 10b5-1 plan. A footnote explains they were executed pursuant to a plan adopted on March 19, 2026, intended to satisfy Rule 10b5-1(c) affirmative defense conditions, indicating the trades were pre-arranged rather than timed discretionarily.
What are dividend equivalent rights and stock units in this GAP INC Form 4?
Dividend equivalent rights and stock units are equity-based compensation instruments. Each stock unit represented the right to receive one GAP INC common share, and each dividend equivalent right was economically equivalent to one share. On June 30, 2026, these were settled into 19,036 and 1,743 common shares, respectively.
AI-generated analysis. How Rhea-AI works. Not financial advice.
