GAP director awarded 7,814 deferred stock units

Gerson Jody reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/01/2026 - 06:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Gerson Jody reported acquisition or exercise transactions in this Form 4 filing.

GAP Inc. director Jody Gerson received a grant of 7,814 stock units, each representing a right to one share of common stock. The units are immediately vested, but share delivery is deferred for three years or until Board service ends earlier. Following this grant, Gerson holds 15,548 stock units directly.

Insider Trade Summary

Grant/Award: 7,814 shares

Grant/Award 1 txn

Insider Gerson Jody

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Units	7,814	$0.00	$0.00

Holdings After Transaction: Stock Units — 15,548 contracts (Direct)

Holdings Before and After: Stock Units, 7,734 to 15,548 contracts (Direct)

Footnotes (3)

1. F1. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
2. F2. 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.
3. F3. Not applicable.

Key Figures

Stock units granted: 7,814 stock units Total stock units after grant: 15,548 stock units Grant price per unit: $0.00 per unit +2 more

5 metrics

Stock units granted 7,814 stock units Grant on 2026-06-30; each unit equals one common share

Total stock units after grant 15,548 stock units Director holdings following reported transaction

Grant price per unit $0.00 per unit Compensation award with no purchase price

Unit-to-share ratio 1 unit : 1 share Each unit represents one GAP Inc. common share

Deferral period Three years Share delivery deferred three years from grant unless service ends earlier

Key Terms

Stock Units, contingent right, immediately vested, deferred, +1 more

5 terms

Stock Units financial

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

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."

immediately vested financial

"Each stock unit is immediately vested."

deferred financial

"delivery of the shares is deferred until three years from the date of grant"

cessation of service financial

"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 did GAP (GAP) director Jody Gerson report in this Form 4?

Jody Gerson reported receiving 7,814 stock units as a grant. These units are immediately vested and each represents one share of GAP Inc. common stock, with delivery of the actual shares deferred under specified conditions.

How many GAP (GAP) stock units does Jody Gerson hold after this grant?

After this grant, Jody Gerson holds 15,548 stock units directly. Each stock unit represents a contingent right to receive one share of GAP Inc. common stock, providing a clear picture of her equity-based board compensation.

What does each GAP (GAP) stock unit granted to Jody Gerson represent?

Each stock unit represents a contingent right to receive one share of GAP Inc. common stock. This links director compensation to the company’s equity value without an immediate cash outlay or share issuance at the grant date.

When will Jody Gerson receive GAP (GAP) shares from these stock units?

The stock units are immediately vested, but share delivery is deferred for three years from the grant date. If Board service ends earlier, delivery occurs immediately at cessation of service, aligning payout timing with director tenure.

Is Jody Gerson’s GAP (GAP) stock unit grant an open-market purchase?

No, the transaction is a grant classified as a “grant, award, or other acquisition.” It is compensation awarded by GAP Inc., not an open-market purchase, and the reported price per unit is zero in the filing.

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

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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^*

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)
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

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
Stock Units(1)	$0.0	06/30/2026		A		7,814		(2)	(3)	Common Stock	7,814	$0.0	15,548	D

Explanation of Responses:

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

2. 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.

3. Not applicable.

	By: De Anna Mekwunye, Power of Attorney For: Jody Gerson	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)