Gap Inc director granted 251 dividend rights

Gap Inc. director Jody Gerson received 251.392 dividend equivalent rights tied to a 2025 stock unit grant, which are vested but deferred for delivery.

Rhea-AI Filing Summary

GAP INC (symbol: GAP) is the issuer of record for a Form 4 filing submitted to the SEC. Gerson Jody reported acquisition or exercise transactions in this Form 4 filing.

GAP INC (GAP) reported that director Jody Gerson received an automatic award of 251.392 Dividend Equivalent Rights on September 15, 2026. Each right is the economic equivalent of one share of Gap Inc. common stock and is immediately vested, bringing Gerson’s reported balance of these rights to 251.392.

The dividend equivalent rights accrued on stock units originally granted on September 15, 2025. Vested shares underlying these rights are to be delivered no sooner than three years from that 2025 grant date, unless further deferred, or earlier upon cessation of service as a member of the Board. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 251.392 shares

Grant/Award 1 txn

Insider Gerson Jody

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights F1, F2, F3	251.392	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Rights — 251.392 contracts (Direct)

Footnotes (3)

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 September 15, 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.

Key Figures

Dividend Equivalent Rights acquired: 251.392 rights Dividend Equivalent Rights held after transaction: 251.392 rights Conversion or exercise price per right: $0.00 per right +2 more

5 metrics

Dividend Equivalent Rights acquired 251.392 rights Automatic grant to director Jody Gerson on September 15, 2026

Dividend Equivalent Rights held after transaction 251.392 rights Direct holdings of Jody Gerson following the reported grant

Conversion or exercise price per right $0.00 per right Reported for the Dividend Equivalent Rights granted September 15, 2026

Original stock unit grant date September 15, 2025 Dividend equivalent rights accrued on stock units granted on this date

Minimum deferral period for share delivery 3 years Vested shares delivered no sooner than three years from the September 15, 2025 grant date

Key Terms

Dividend Equivalent Rights, stock units, immediately vested, cessation of service

4 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 September 15, 2025"

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.

immediately vested financial

"The dividend equivalent rights accrued on stock units ... and are immediately vested"

cessation of service regulatory

"or immediately upon cessation of service as a member of the Board, if earlier"

FAQ

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

What insider transaction did GAP INC (GAP) report for director Jody Gerson?

GAP INC reported that director Jody Gerson received an automatic grant of 251.392 Dividend Equivalent Rights on September 15, 2026, each economically equivalent to one share of Gap Inc. common stock, increasing her reported holdings of these rights to the same amount.

What are the terms of the Dividend Equivalent Rights reported by GAP INC (GAP)?

Each Dividend Equivalent Right is the economic equivalent of one share of Gap Inc. common stock. The rights reported on this Form 4 are immediately vested and accrued on stock units originally granted on September 15, 2025.

When will the shares underlying Jody Gerson’s GAP INC dividend equivalent rights be delivered?

The filing states that vested shares are delivered to Jody Gerson no sooner than three years from the September 15, 2025 grant date of the original stock units, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.

How many Dividend Equivalent Rights in GAP INC does Jody Gerson hold after this transaction?

After the September 15, 2026 grant, Jody Gerson is reported to hold 251.392 Dividend Equivalent Rights in GAP INC directly, each economically equivalent to one share of the company’s common stock.

Was the GAP INC (GAP) insider award to Jody Gerson made under a Rule 10b5-1 plan?

The Form 4 indicates that no Rule 10b5-1 trading plan is reported for this transaction, as the document-level Rule 10b5-1 checkbox is marked false.

What is the exercise or conversion price for the reported GAP INC dividend equivalent rights?

The reported conversion or exercise price for the Dividend Equivalent Rights is $0.00 per right, consistent with their nature as dividend equivalents accruing on previously granted stock units.

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

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Available on EDGAR 09/16/2026 - 04:33 PM Accepted by SEC EDGAR 09/16/2026 - 04:32 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^*

Gerson Jody

(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)
09/15/2026

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

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	09/15/2026		A		251.392		(2)	(3)	Common Stock	251.392	$0.0	251.392	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 September 15, 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.

	By: Susanna Zhang, Power of Attorney For: Jody Gerson	09/16/2026
	** 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)