[8-K] The Gap, Inc. Reports Material Event

Rhea-AI Filing Summary

eHealth, Inc. (EHTH) filed an 8-K announcing a planned CEO transition. Current CEO Fran Soistman will step down immediately prior to a Board meeting on 18 Sep 2025 and remain as executive advisor through 31 Dec 2025. The Board has appointed Derrick Duke, 58, former CEO of Magellan Health and ex-CFO/COO of HealthMarkets, as successor CEO and principal executive officer. Duke joins 4 Aug 2025 to begin hand-off; Board membership is expected to follow.

Duke’s offer letter provides: (i) $700 k annual base salary, (ii) 120 % target annual bonus, (iii) $600 k sign-on bonus (claw-back if he leaves within one year), (iv) 300 k time-based RSUs vesting over three years and 300 k performance-based RSUs tied to a three-year program. A severance agreement grants 24 months’ salary, prorated bonus, up to 18 months’ COBRA and partial or full equity acceleration upon a “qualifying termination,” with enhanced cash (24 mo. salary + 200 % target bonus) and full vesting if termination occurs within a year after a change-in-control. A press release (Ex. 99.1) was furnished on 29 Jul 2025.

Positive

• Experienced industry leader appointed CEO; prior roles at Magellan Health and HealthMarkets bring relevant managed-care and distribution expertise.
• Performance-weighted equity (300 k PRSUs) aligns a large portion of compensation with multi-year shareholder returns.
• Orderly succession plan retains outgoing CEO as advisor through year-end, mitigating operational risk during transition.

Negative

• Rich compensation and severance—$600 k sign-on, 24-month salary severance, and potential full equity acceleration—could pressure future expense and invite governance scrutiny.
• Leadership change timing occurs close to Medicare annual enrollment period; execution missteps could affect near-term revenue if transition is not seamless.

Insights

Financial Analyst

TL;DR Veteran insurer executive named CEO; package rich but aligns pay with long-term stock performance; transition risk appears contained.

Analysis: Duke’s background at Magellan Health and HealthMarkets adds deep managed-care and distribution expertise relevant to eHealth’s Medicare brokerage model. Equity mix (50 % performance-based) ties compensation to multi-year operating goals, potentially improving shareholder alignment. Severance of 2× salary and accelerated vesting is typical for peer group and should not materially inflate contingency liabilities. Near-term costs rise (sign-on + RSUs), yet no change to financial guidance was disclosed, suggesting limited immediate P&L impact. Continuity is mitigated by Soistman remaining advisor for three months, reducing execution risk during AEP season.

Corporate Governance Expert

TL;DR Governance neutral: orderly succession, robust disclosures, but sizable golden-parachute provisions warrant monitoring.

The Board concluded its search and disclosed all material terms, exhibiting transparency. Equity awards balance time- and performance-based criteria, supporting pay-for-performance philosophy. Nonetheless, 24-month salary severance plus full double-trigger vesting after a change-in-control ranks toward the upper end of small-cap norms, which investors may scrutinize if strategic activity arises. No related-party or family relationships were identified.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

July 25, 2025

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7562

94-1697231

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Two Folsom Street
San Francisco,			California						94105
(Address of principal executive offices)									(Zip Code)

(415) 427-0100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.05 par value			GAP			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chris Blakeslee, a named executive officer of The Gap, Inc. (the “Company”), will be separating from his role as President and Chief Executive Officer of Athleta, effective July 31, 2025. Mr. Blakeslee's last day with the Company will be November 3, 2025. Mr. Blakeslee will be eligible for separation benefits based on his separation in accordance with the terms of the Senior Executive Severance Plan and his related Participation Agreement previously filed with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

On July 29, 2025, the Company issued a press release announcing the appointment of Maggie Gauger as President and Chief Executive Officer of Athleta to succeed Mr. Blakeslee. Ms. Gauger will begin her role on August 1, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
99.1						Press Release dated July 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE GAP, INC.
Date: July 29, 2025			By:			/s/ Julie Gruber
						Julie Gruber
						Executive Vice President and
						Chief Legal and Compliance Officer

FAQ

When will Derrick Duke officially become CEO of eHealth (EHTH)?

Mr. Duke will assume the CEO role immediately after the Board meeting on 18 Sep 2025, following his onboarding start date of 4 Aug 2025.

What is Derrick Duke’s compensation package at eHealth?

He receives $700 k salary, 120 % target bonus, a $600 k sign-on bonus, 300 k time-based RSUs and 300 k performance-based RSUs.

What severance benefits could the new eHealth CEO receive?

A qualifying termination yields a lump-sum of 24 months’ salary, prorated bonus, up to 18 months COBRA, and partial equity acceleration; enhanced benefits apply after a change-in-control.

What role will outgoing CEO Fran Soistman have after resigning?

Mr. Soistman will serve as an executive advisor from the CEO change date until 31 Dec 2025.

Did eHealth disclose any related-party transactions with Derrick Duke?

No. The filing states there are no related-party transactions or family relationships requiring disclosure under Regulation S-K.