Gap owner John Fisher redistributes 4.0M shares

A ten percent owner of GAP INC reported a pro rata, no‑consideration redistribution of common stock between partnership, direct, and related indirect holdings.

Available on EDGAR 09/04/2026 - 04:46 PM EDT Accepted by SEC EDGAR 09/04/2026 - 04:46 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

For GAP INC (GAP), reporting person John J. Fisher, a ten percent owner, reported restructuring of his holdings on September 2, 2026. Limited partnerships associated with him distributed 4,003,636 common shares pro rata for no consideration, reducing their indirect holdings to 18,016,364 shares. He concurrently received 3,636 common shares directly, increasing his direct holdings to 10,472,165 shares, as part of the same pro rata, no‑consideration distribution. Additional indirect positions are reported through trusts and a spouse.

Insider Trade Summary

Other: 4,007,272 shares

Other 2 txns

Insider FISHER JOHN J

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock F1	4,003,636	$0.00	$0.00
Other	Common Stock F1	3,636	$0.00	$0.00
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 18,016,364 shares (Indirect, By Limited Partnerships); Common Stock — 10,472,165 shares (Direct); Common Stock — 6,796,629 shares (Indirect, By Trust); Common Stock — 51,692 shares (Indirect, By Spouse)

Holdings Before and After: Common Stock, 22,020,000 to 18,016,364 shares (Indirect, By Limited Partnerships); Common Stock, 10,468,529 to 10,472,165 shares (Direct)

Footnotes (1)

1. F1. Represents a pro rata distribution for no consideration.

Key Figures

Indirect shares disposed by limited partnerships: 4,003,636 shares Indirect partnership holdings after transaction: 18,016,364 shares Direct shares acquired: 3,636 shares +2 more

5 metrics

Indirect shares disposed by limited partnerships 4,003,636 shares Pro rata distribution for no consideration on September 2, 2026

Indirect partnership holdings after transaction 18,016,364 shares GAP common stock held indirectly by limited partnerships following redistribution

Direct shares acquired 3,636 shares GAP common stock received directly by John J. Fisher on September 2, 2026

Direct holdings after transaction 10,472,165 shares GAP common stock held directly by John J. Fisher following redistribution

Indirect holdings by spouse 51,692 shares GAP common stock reported as held indirectly by spouse

Key Terms

pro rata distribution, ten percent owner, indirect ownership, Limited Partnerships

4 terms

pro rata distribution financial

"Represents a pro rata distribution for no consideration."

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

ten percent owner regulatory

"John J. Fisher is reported as a ten percent owner of GAP INC."

indirect ownership financial

"Indirect ownership reported as By Limited Partnerships, By Trust, and By Spouse."

Limited Partnerships financial

"Indirect ownership is described as By Limited Partnerships."

A limited partnership is a business structure with two types of partners: one or more general partners who run the business and carry full legal responsibility for its debts, and one or more limited partners who contribute money but do not take part in daily management and whose legal responsibility is capped at the amount they invested. For investors, this setup matters because it separates control from financial risk—like founders steering a boat while passive backers fund the trip—and determines who makes decisions, how profits and losses flow to owners for taxes, and how easily an investor can sell their stake.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ten percent owner John J. Fisher report for GAP on September 2, 2026?

He reported a pro rata distribution for no consideration involving GAP common stock, with limited partnerships disposing of shares and his direct account acquiring 3,636 shares as part of that redistribution.

How many GAP (GAP) shares were redistributed by limited partnerships related to John J. Fisher?

Limited partnerships related to John J. Fisher reported a disposition of 4,003,636 GAP common shares on September 2, 2026, described in a footnote as a pro rata distribution for no consideration.

What are John J. Fisher’s direct GAP share holdings after the reported Form 4 transaction?

Following the September 2, 2026 transaction, John J. Fisher’s direct holdings of GAP common stock are reported as 10,472,165 shares.

What are the indirect GAP share holdings of the limited partnerships after the redistribution?

After the September 2, 2026 pro rata distribution, the limited partnerships associated with John J. Fisher are reported to hold 18,016,364 GAP common shares indirectly.

Are any of John J. Fisher’s GAP holdings reported through a spouse?

Yes. An indirect holding of 51,692 GAP common shares is reported as held "By Spouse", separate from his direct and partnership holdings.

Was the GAP insider transaction reported under a Rule 10b5-1 trading plan?

The Rule 10b5‑1 checkbox is not marked as affirmative, and the footnote only describes the event as a pro rata distribution for no consideration, with no reference to a Rule 10b5‑1 plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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 JOHN J

(Last) (First) (Middle)

1300 EVANS AVENUE, NO. 880154

(Street)

SAN FRANCISCO CALIFORNIA 94188

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

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	09/02/2026		J(1)		4,003,636	D	$0	18,016,364	I	By Limited Partnerships
Common Stock	09/02/2026		J(1)		3,636	A	$0	10,472,165	D
Common Stock								4,387,799	I	By Trust
Common Stock								51,692	I	By Spouse
Common Stock								68,689	I	By Trust
Common Stock								758,641	I	By Trust
Common Stock								1,581,500	I	By Trust

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. Represents a pro rata distribution for no consideration.

	/s/ Jane Spray, Attorney-in-Fact	09/04/2026
	** 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)