Gap Inc. (NYSE: GAP) director gains stock units and dividend rights
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Gap Inc. director Kathryn A. Hall reported compensation-related equity activity and updated her indirect holdings. She indirectly reports 3,389,284 shares of common stock held by KBRWJ Investors LP, where she has sole voting and dispositive power through KHALL LLC but disclaims beneficial ownership beyond her indirect pecuniary interest.
On June 30, 2026, she exercised stock units and related dividend equivalent rights into 19,036 and 1,743.7407 shares of common stock, respectively, and received grants of 9,903 new stock units and 1,282.7261 new dividend equivalent rights. Following these transactions, she directly holds 43,982 common shares, 44,536 stock units, and 2,508.6210 dividend equivalent rights. The filing shows no open-market purchases or sales, only option-style exercises and awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
20,779.741 shares exercised/converted
Mixed
7 txns
Insider
Hall Kathryn A.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Dividend Equivalent Rights | 1,282.726 | $0.00 | -- |
| Exercise | Dividend Equivalent Rights | 1,743.741 | $0.00 | -- |
| Grant/Award | Stock Units | 9,903 | $0.00 | -- |
| Exercise | Stock Units | 19,036 | $0.00 | -- |
| Exercise | Common Stock | 1,743 | $0.00 | -- |
| Exercise | Common Stock | 19,036 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Dividend Equivalent Rights — 2,508.621 shares (Direct, null);
Stock Units — 44,536 shares (Direct, null);
Common Stock — 24,946 shares (Direct, null);
Common Stock — 3,389,284 shares (Indirect, See footnote)
Footnotes (1)
- Reflects shares held directly by KBRWJ Investors LP (KBRWJ). Ms. Hall is the sole managing member of KHALL LLC, which is the general partner of KBRWJ, and, through KHALL LLC, has sole voting and dispositive power over the shares held by KBRWJ in a fiduciary capacity. Pursuant to Instruction 4 (b) (iv) of Form 4, Ms. Hall has elected to report the entire number of securities directly held by KBRWJ. Ms. Hall disclaims beneficial ownership of the shares held directly by KBRWJ, except to the extent of her indirect pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, Ms. Hall is the beneficial owner of all of these shares. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock. 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. Not applicable. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock. 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. These shares were issued in settlement of stock units granted on June 30, 2023.
Key Figures
Indirect common shares via KBRWJ: 3,389,284 shares
Common shares from stock unit exercise: 19,036 shares
Common shares from dividend rights exercise: 1,743.7407 shares
+5 more
8 metrics
Indirect common shares via KBRWJ
3,389,284 shares
Indirect common stock reported held by KBRWJ Investors LP
Common shares from stock unit exercise
19,036 shares
Shares issued upon exercise of stock units on June 30, 2026
Common shares from dividend rights exercise
1,743.7407 shares
Shares issued from dividend equivalent rights on June 30, 2026
New stock units granted
9,903 units
Stock units granted as an award on June 30, 2026
New dividend equivalent rights granted
1,282.7261 rights
Dividend equivalent rights granted on June 30, 2026
Direct common shares after transactions
43,982 shares
Total direct Gap Inc. common stock following June 30, 2026 activity
Stock units after transactions
44,536 units
Total stock units outstanding after June 30, 2026 grant and exercise
Dividend equivalent rights after transactions
2,508.6210 rights
Total dividend equivalent rights outstanding after June 30, 2026 activity
Key Terms
dividend equivalent rights, stock units, contingent right, indirect pecuniary interest, +1 more
5 terms
dividend equivalent rights financial
"Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock."
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
"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."
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.
contingent right financial
"Each stock unit represents a contingent right to receive one share of Gap Inc. common stock."
indirect pecuniary interest financial
"Ms. Hall disclaims beneficial ownership of the shares held directly by KBRWJ, except to the extent of her indirect pecuniary interest therein."
fiduciary capacity financial
"has sole voting and dispositive power over the shares held by KBRWJ in a fiduciary capacity."
FAQ
What did Gap Inc. (GAP) director Kathryn Hall report in this Form 4?
Kathryn Hall reported equity award exercises and new grants, not open-market trades. She converted stock units and dividend equivalent rights into common stock and received additional units and rights as compensation, while updating her large indirect limited partnership holdings.
What are Kathryn Hall’s indirect holdings in Gap Inc. (GAP) through KBRWJ Investors LP?
The filing reports 3,389,284 Gap Inc. common shares held indirectly by KBRWJ Investors LP. Hall controls voting and dispositive power through KHALL LLC but disclaims beneficial ownership beyond her indirect pecuniary interest in that partnership stake.
What are dividend equivalent rights and stock units in this Gap Inc. (GAP) filing?
Each dividend equivalent right is economically equal to one Gap Inc. share, and each stock unit represents a contingent right to one share. They vest immediately but are typically settled in shares after three years or upon earlier board service cessation.
Were the Gap Inc. (GAP) equity awards to Kathryn Hall vested or deferred?
The stock units and dividend equivalent rights are immediately vested, but share delivery is deferred. Shares are generally delivered three years from the grant date, unless further deferred, or upon earlier cessation of service on the Gap Inc. board.