[Form 4] GAP INC Insider Trading Activity

Rhea-AI Filing Summary

Robert J. Fisher reported a sale of Common Stock in Gap Inc. (GAP). The filing shows a transaction on 09/24/2025 consisting of 500,000 shares sold at a weighted average price of $22.8963, with the reporting form signed on 09/26/2025. After the reported transactions the document lists substantial beneficial holdings attributed to the reporting person and related parties: 2,829,502 shares indirectly held by a trust, 132,257 shares indirectly held by spouse, and 22,015,000 shares indirectly held by limited partnerships. The filer discloses the sale was executed in multiple trades at prices ranging from $22.75 to $23.115 and offers to provide trade-by-trade details upon request.

Positive

• Timely and detailed disclosure of the insider transaction, including weighted-average price and price range
• Continued substantial indirect ownership by the reporting person and related parties, indicating retained alignment with the company

Negative

• Insider disposition of 500,000 shares on 09/24/2025 at a weighted average price of $22.8963
• Filing does not specify whether the sale was part of a pre-arranged trading plan or the purpose of the disposition

Insights

Financial Analyst

TL;DR: Insider sold 500,000 GAP shares at ~$22.90; large remaining indirect holdings keep insider exposure significant.

The sale of 500,000 shares at a weighted average of $22.8963 is a material insider disposition in absolute terms but represents a partial reduction relative to the very large indirect positions disclosed. This appears to be a liquidity event rather than a divestiture of control: the filing lists multi-million share indirect holdings via trust, spouse and limited partnerships, which maintain concentrated ownership. For investors, the filing confirms transparency and continued substantial insider alignment with GAP equity through indirect holdings.

Corporate Governance Expert

TL;DR: Significant insider sale reported; governance impact depends on context of related-party holdings and sale purpose.

The 500,000-share sale is a notable disclosed disposition and the filing correctly reports transaction details including price range and weighted average. However, the presence of very large indirect holdings (over 22 million shares via limited partnerships plus additional indirect holdings) means governance influence likely remains concentrated. The filing does not state the purpose of the sale or whether it was pre-planned under a Rule 10b5-1 plan, leaving questions about timing and intent unanswered in this disclosure.

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).

1. Name and Address of Reporting Person^*

FISHER ROBERT J

(Last) (First) (Middle)

1300 EVANS AVENUE, NO. 880154

(Street)

SAN FRANCISCO CA 94188

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/24/2025		S		500,000	D	$22.8963(1)	2,829,502	I	By Trust
Common Stock								12,835,433	D
Common Stock								132,257	I	By Spouse
Common Stock								22,015,000	I	By Limited Partnerships

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. This transaction was executed in multiple trades at prices ranging from $22.75 to $23.115. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Jane Spray, Attorney-in-Fact	09/26/2025
	** 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.

FAQ

What did the Form 4 for GAP (GAP) filed by Robert J. Fisher disclose?

The Form 4 reports a sale of 500,000 shares on 09/24/2025 at a weighted average price of $22.8963 and lists substantial indirect holdings by trust, spouse, and limited partnerships.

How much did Robert J. Fisher sell and at what price per share?

The filing reports a disposition of 500,000 shares with a weighted average sale price of $22.8963; execution prices ranged from $22.75 to $23.115.

What beneficial ownership remained after the reported transactions?

The Form 4 lists 2,829,502 shares indirectly by a trust, 132,257 shares indirectly by spouse, and 22,015,000 shares indirectly by limited partnerships.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 09/26/2025 (signed by an attorney-in-fact).

Does the filing provide trade-by-trade details for the sale?

No trade-by-trade details are listed in the form, but the filer states they will provide full information regarding the number of shares and prices upon request to the SEC staff, issuer or a security holder.