Gap (GAP) director Shattuck exercises stock units and receives new equity awards

Rhea-AI Filing Summary

Gap Inc. director Mayo A. Shattuck III reported compensation-related equity activity on June 30, 2026. He exercised stock units and related dividend equivalent rights into common stock, acquiring 19,036 shares and an additional 1,743 shares of Gap common stock with no cash price shown.

Following these exercises, his direct common stock holdings reported in this filing are 200,118 shares. He also received new awards of 9,903 stock units and 1,282.7261 dividend equivalent rights, each economically tied to one share of Gap common stock. The footnotes state these units are immediately vested but share delivery is generally deferred for three years from grant or until Board service ends.

Insider Trade Summary

Net Buyer: 20,779 shares

Net Buy 6 txns

Insider SHATTUCK MAYO A III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	1,282.7261	$0.00	$0.00
Exercise	Dividend Equivalent Rights	1,743.7407	$0.00	$0.00
Grant/Award	Stock Units	9,903	$0.00	$0.00
Exercise	Stock Units	19,036	$0.00	$0.00
Exercise	Common Stock	1,743	$0.00	$0.00
Exercise	Common Stock	19,036	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Rights — 764.8803 shares (Direct); Stock Units — 25,500 shares (Direct); Common Stock — 200,118 shares (Direct)

Footnotes (7)

1. F1. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
2. F2. 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. F3. Not applicable.
4. F4. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023.
5. F5. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
6. F6. 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. F7. These shares were issued in settlement of stock units granted on June 30, 2023.

Key Figures

Common shares from stock units: 19,036 shares Common shares from dividend equivalents: 1,743 shares Post-transaction common stock holdings: 200,118 shares +5 more

8 metrics

Common shares from stock units 19,036 shares Exercised into Gap common stock on June 30, 2026

Common shares from dividend equivalents 1,743 shares Exercised from dividend equivalent rights on June 30, 2026

Post-transaction common stock holdings 200,118 shares Direct holdings after reported transactions

New stock unit grant 9,903 stock units Grant on June 30, 2026, each unit equals one common share

Stock units outstanding 44,536 stock units Total stock units after June 30, 2026 transactions

Dividend equivalent rights exercised 1,743.7407 rights Converted into Gap common stock on June 30, 2026

New dividend equivalent rights grant 1,282.7261 rights Granted on June 30, 2026, each equal to one common share

Dividend equivalent rights outstanding 2,508.6210 rights Total after June 30, 2026 derivative transactions

Key Terms

Dividend Equivalent Rights, stock unit, contingent right, immediately vested, +1 more

5 terms

Dividend Equivalent Rights financial

"Dividend Equivalent Rights accrued on stock units originally granted on June 30, 2023, June 30, 2024, and June 30, 2025"

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 unit financial

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

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"

FAQ

What did Gap (GAP) director Mayo A. Shattuck III report on this Form 4?

Mayo A. Shattuck III reported exercises of stock units and dividend equivalent rights into Gap common stock, plus new awards of stock units and dividend equivalents, all dated June 30, 2026, as part of his director equity compensation.

How many Gap common shares did the director acquire in the June 30, 2026 transactions?

He acquired 19,036 shares of Gap common stock from stock units and 1,743 shares from dividend equivalent rights. These were reported as derivative exercises with a stated price of $0.0000 per share in the Form 4 data.

What are the director’s reported Gap share holdings after these Form 4 transactions?

After the June 30, 2026 activity, the filing shows Mayo A. Shattuck III directly holding 200,118 shares of Gap common stock. This reflects his common stock position immediately following the reported derivative exercises into shares.

What stock unit awards did Gap grant to Mayo A. Shattuck III on June 30, 2026?

The Form 4 reports a grant of 9,903 stock units with a conversion price of $0.0000. Each stock unit represents a contingent right to receive one share of Gap common stock, with delivery generally deferred for three years or until Board service ends.

What are dividend equivalent rights in the context of this Gap Form 4?

Dividend equivalent rights give economic value equal to one share of Gap common stock for each right. The filing notes they accrued on earlier stock unit grants, are immediately vested, and can settle into shares, mirroring dividends that would have been paid on underlying units.

How many dividend equivalent rights are reported for the Gap director after these transactions?

The Form 4 shows 2,508.6210 dividend equivalent rights following the June 30, 2026 activity. These rights are economically equivalent to the same number of Gap common shares and relate to prior and current stock unit awards.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 06:19 PM Accepted by SEC EDGAR 07/01/2026 - 06:18 PM Learn about SEC filing dates

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^*

SHATTUCK MAYO A III

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		M		1,743	A	$0.0	181,082	D
Common Stock	06/30/2026		M		19,036	A	$0.0	200,118	D

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
Dividend Equivalent Rights(1)	$0.0	06/30/2026		A		1,282.7261		(2)	(3)	Common Stock	1,282.7261	$0.0	2,508.621	D
Dividend Equivalent Rights(1)	$0.0	06/30/2026		M			1,743.7407	(4)	(3)	Common Stock	1,743.7407	$0.0	764.8803	D
Stock Units(5)	$0.0	06/30/2026		A		9,903		(6)	(3)	Common Stock	9,903	$0.0	44,536	D
Stock Units(5)	$0.0	06/30/2026		M			19,036	(7)	(3)	Common Stock	19,036	$0.0	25,500	D

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: De Anna Mekwunye, Power of Attorney For: Mayo A. Shattuck III	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)