Robert J. Fisher (GAP) updates 14.6% ownership stake in The Gap, Inc.

Rhea-AI Filing Summary

Robert J. Fisher has updated his ownership disclosure for The Gap, Inc. common stock. He now beneficially owns 52,688,586 shares, representing about 14.6% of the company’s outstanding common stock as of May 22, 2026.

The amendment reflects changes tied to the implementation of an estate plan following Doris F. Fisher’s death and reallocation of shares among trusts, partnerships, charitable vehicles, and family holdings. Fisher holds large blocks through trusts and Delaware limited partnerships, plus deferred stock units from board service.

He states he currently has no specific plans to buy or sell additional shares or to pursue corporate transactions such as mergers, asset sales, or changes in control, but may adjust his holdings over time depending on business conditions and other factors.

Key Figures

Beneficial ownership: 52,688,586 shares Ownership percentage: 14.6% Shares outstanding: 359,978,933 shares +5 more

8 metrics

Beneficial ownership 52,688,586 shares Aggregate shares beneficially owned by Robert J. Fisher

Ownership percentage 14.6% Percent of Gap common stock represented by Fisher’s holdings

Shares outstanding 359,978,933 shares Gap common shares outstanding as of May 22, 2026

Trustee-held shares 21,044,447 shares Shares Fisher beneficially owns as trustee with sole voting and dispositive power

Community property shares 1,800,063 shares Shares owned as community property with spouse, shared voting and dispositive power

Co-trustee shares 7,603,218 shares Shares held in trusts where Fisher is co-trustee with shared powers

Limited partnership shares 22,015,000 shares Shares held through Delaware limited partnerships with Fisher’s sole control

Deferred stock units 35,858 shares Stock units and dividend equivalents from director compensation

Key Terms

beneficially owns, dispositive power, community property, stock units, +1 more

5 terms

beneficially owns financial

"The Reporting Person is deemed to beneficially own certain shares of Common Stock of the Issuer as reflected in this Statement."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

dispositive power financial

"The Reporting Person beneficially owns, has the sole or shared power to vote, and has the sole or shared dispositive power over, respectively, the number of shares of Common Stock listed below"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

community property financial

"1,800,063 shares owned as community property with his spouse with shared dispositive and voting power"

stock units financial

"35,858 shares to be issued upon settlement of stock units (and related dividend equivalent rights)"

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.

Schedule 13D regulatory

"This Statement amends the prior statement on filed by Robert J. Fisher and FCH TBME LLC"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

The Gap, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

364760108

(CUSIP Number)

Jane Spray
Pisces, Inc., 1300 Evans Avenue, No. 880154
San Francisco, CA, 94188
415-288-0540

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 364760108

1

Name of reporting person

Robert J. Fisher

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 43,095,305.00
8	Shared Voting Power 9,593,281.00
9	Sole Dispositive Power 43,095,305.00
10	Shared Dispositive Power 9,593,281.00

11

Aggregate amount beneficially owned by each reporting person

52,688,586.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: The Gap, Inc.
(c)	Address of Issuer's Principal Executive Offices: Two Folsom Street, San Francisco, CALIFORNIA , 94105.
Item 1 Comment: This statement on Schedule 13D (this "Statement") relates to Common Stock, par value $0.05 per share (the "Common Stock"), of The Gap, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is: Two Folsom Street, San Francisco, CA 94105. This Statement amends the prior statement on Schedule 13D filed by Robert J. Fisher and FCH TBME LLC with the Securities and Exchange Commission on January 3, 2017, and amended on April 9, 2021, April 8, 2022, September 2, 2022, September 5, 2023 and March 12, 2025 (as amended, the "Schedule 13D").
Item 2.	Identity and Background
(a)	This Statement is filed by Robert J. Fisher (the "Reporting Person") Neither the filing of this Statement nor anything contained herein shall be construed as an admission that the Reporting Person constitutes a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, or that the Reporting Person and any other person constitute a "group" for any purpose.
(b)	The address of the principal business office for the Reporting Person is c/o Pisces, Inc., 1300 Evans Avenue, No. 880154, San Francisco, California 94188.
(c)	The Reporting Person is a managing director of Pisces, Inc., which is a family management company, and a member of the Board of Directors of the Issuer, which is a house of iconic American brands offering apparel, accessories, and personal care products for men, women, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. The business address of Pisces, Inc. is 1300 Evans Avenue, No. 880154, San Francisco, California 94188. The business address of the Issuer is Two Folsom Street, San Francisco, California 94105.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person is deemed to beneficially own certain shares of Common Stock of the Issuer as reflected in this Statement. No consideration was used to acquire beneficial ownership of the shares of Common Stock of the Issuer by the Reporting Person, other than exercise prices paid upon exercises of Issuer stock options for certain shares of Common Stock previously acquired by the Reporting Person.
Item 4.	Purpose of Transaction
	This Statement is filed on behalf of the Reporting Person to update the beneficial ownership information from that reported in the Schedule 13D. The changes in beneficial ownership are the result of the implementation of an estate plan due to Doris F. Fisher's death. The Reporting Person reviews their investments in the Issuer on a continuing basis and may, at any time, consistent with the obligations of the Reporting Person under the federal securities laws, determine to increase or decrease their respective ownership of shares of the Issuer's Common Stock through purchases or sales of such Common Stock of the Issuer in the open market, in privately negotiated transactions or by gift or other transfers as circumstances dictate. From time to time, the Reporting Person has transferred shares to various entities controlled by him, disposed of certain shares to third parties by gift and sold shares of Issuer Common Stock in the open market and in privately negotiated transactions, and the Reporting Person may do so in the future. The review of his investment in the Issuer by the Reporting Person will depend on various factors, including the Issuer's business prospects, other developments concerning the Issuer, alternative investment opportunities, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to the Reporting Person regarding his investment in the Issuer. At the time of filing this Statement, the Reporting Person has no plans to sell or to purchase additional shares of Common Stock of the Issuer in the open market or in privately negotiated transactions but may engage in such transactions in the future. At the time of the filing of this Statement, except as disclosed herein, the Reporting Person has no present plans or proposals in his capacity as a stockholder which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the Board of Directors or management of the Issuer or any of its subsidiaries, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure; (vii) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (x) any action similar to any of those described above. However, because the Reporting Person is a member of the Board of Directors of the Issuer, he may, from time to time, be involved in discussions which relate to one or more of the matters described in this Item 4. The Reporting Person disclaims any obligation to report on any plans or proposals with respect to the matters described in this Item 4 that develop or occur as a result of his role as a director of the Issuer and participation in decisions regarding the Issuer's actions.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Statement, the Reporting Person beneficially owns, has the sole or shared power to vote, and has the sole or shared dispositive power over, respectively, the number of shares of Common Stock listed below, representing approximately the percentage of shares of Common Stock of the Issuer outstanding as of May 22, 2026 identified below. As reported by the Issuer, there were approximately 359,978,933 shares of Common Stock outstanding as of May 22, 2026.
(b)	The Reporting Person's beneficial ownership includes (a) 35,858 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 21,044,447 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 1,800,063 shares owned as community property with his spouse with shared dispositive and voting power, (d) 7,603,218 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 190,000 shares beneficially owned as a co-trustee of trusts organized exclusively for charitable purposes for which he shares dispositive and voting power and (f) 22,015,000 shares beneficially owned through Delaware limited partnerships over which he has sole dispositive and voting power. In addition to the shares identified in the table above, the Reporting Person's spouse separately owns 133,097 shares over which Mr. Fisher has no dispositive or voting control.
(d)	Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain shares of Common Stock that are beneficially owned by the Reporting Person. Specifically, but without limitation, members have no voting or dispositive power over the shares of Common Stock held by certain limited partnerships but have the right to receive distributions as determined solely by the Reporting Person in respect of their partnership interests in such limited partnerships. As reflected in Item 5 above, the Reporting Person also beneficially owns shares held by partnerships or trusts established for the benefit of others.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As a non-employee director of the Issuer, the Reporting Person is entitled to certain equity compensation arrangements generally applicable to the Issuer's non-employee directors as disclosed in the Issuer's Proxy Statements on Schedule 14A filed with the SEC. The Reporting Person holds stock units and related dividend equivalent rights for 35,858 shares of Common Stock awarded for service as a director of the Issuer, subject to stock unit agreements, the forms of which have been filed with the SEC by the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 -- Omitted as no longer in effect. Exhibit 2 -- Power of Attorney, dated December 15, 1998 (incorporated by reference to Exhibit A to Robert J. Fisher's Schedule 13G filed on February 12, 2002 with SEC Accession Number 0000912057-02-005135). Power of Attorney, dated December 16, 2016 (incorporated by reference to Exhibit 2 to the Reporting Persons' Schedule 13D filed on January 3, 2017). Exhibit 3 -- Omitted as no longer in effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Robert J. Fisher

Signature:	/s/ Jane Spray
Name/Title:	Attorney-in-Fact
Date:	06/05/2026

Comments accompanying signature:

This Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact for Robert J. Fisher pursuant to the Power of Attorney granted thereby as previously filed with the Reporting Person's Schedule 13G filed with the SEC on February 12, 2002.

FAQ

How many Gap (GAP) shares does Robert J. Fisher currently beneficially own?

Robert J. Fisher beneficially owns 52,688,586 shares of The Gap, Inc. common stock. This total includes shares held directly, through trusts, community property, charitable entities, Delaware limited partnerships, and deferred stock units from his service as a non-employee director.

What percentage of Gap (GAP) does Robert J. Fisher’s stake represent?

Fisher’s position represents about 14.6% of Gap’s common stock. This percentage is calculated against approximately 359,978,933 common shares reported outstanding as of May 22, 2026, giving him a significant but minority ownership stake in the company.

Why did Robert J. Fisher file this amended Schedule 13D for Gap (GAP)?

He filed this amendment to update his beneficial ownership information. The changes primarily reflect implementation of an estate plan following Doris F. Fisher’s death and related reallocations of shares among trusts, partnerships, charitable entities, and family accounts associated with his holdings.

How are Robert J. Fisher’s Gap (GAP) shares held and controlled?

His beneficial ownership includes large blocks held as trustee and co-trustee, community property with his spouse, Delaware limited partnerships he controls, charitable trusts, and 35,858 deferred stock units with related dividend equivalents over which he has voting and dispositive power when issued.

Does Robert J. Fisher plan corporate changes at Gap (GAP) according to this filing?

The filing states he has no present plans as a shareholder for mergers, asset sales, changes in board composition, capital structure shifts, or other control-related transactions. However, as a director, he may participate in board discussions on these matters in his governance role.

Is Robert J. Fisher currently planning to buy or sell more Gap (GAP) shares?

At the time of this filing, Fisher reports no current plans to purchase or sell additional Gap common shares in the open market or privately. He notes, however, that he may adjust his holdings in the future based on market and company-specific factors.