GPS insider Robert J. Fisher settles RSUs, sells 25.5k shares

Rhea-AI Filing Summary

The Form 4 filed on 2 July 2025 reports insider activity by Robert J. Fisher, a Director and 10 % owner of The Gap, Inc. (NYSE: GPS). All transactions occurred on 30 June 2025.

• 20,631 common shares issued upon settlement of previously granted stock units at a $0 exercise price.
• 2,572 common shares issued from dividend-equivalent rights, also at no cost.
• 25,500 common shares disposed under a Rule 10b5-1 trading plan adopted 18 March 2025 (code “G”).

Post-transaction direct ownership stands at 12,970,433 shares. Indirect holdings remain: 132,257 shares by spouse, 3,329,502 shares in trust, and 22,015,000 shares via limited partnerships.

The filing corrects a prior typographical error, revising the balance of dividend-equivalent rights to 1,225.8949 units.

The net direct change is a reduction of 2,297 shares, an immaterial amount relative to Fisher’s aggregate stake and Gap’s share count. No cash was exchanged for acquired shares, reflecting equity-compensation vesting rather than open-market buying.

Positive

• Substantial insider alignment: Fisher retains over 38 million shares (direct and indirect) after the transactions.
• Rule 10b5-1 plan disclosed: Sales executed under a pre-arranged plan, supporting transparent and compliant insider trading practices.
• Correction of prior error: Filing amends a typographical mistake, indicating attention to accurate reporting.

Negative

• Net share reduction: Disposal of 25,500 shares versus 23,203 acquired results in a 2,297-share decrease in direct ownership, albeit immaterial.

Insights

Securities Analyst

TL;DR: Small net sale (2.3 k shares) amid equity-award settlement; ownership remains >38 M shares, signalling neutral near-term impact.

The Form 4 shows routine vesting of 2022 stock units and dividend equivalents, offset by a modest 25.5 k-share disposition executed under a pre-planned Rule 10b5-1 program. Because Fisher still controls roughly 38 M shares (direct and indirect) the 2,297-share net decrease is economically negligible and unlikely to influence market supply-demand dynamics. No price data or open-market activity was reported, further limiting valuation impact. Overall, the filing conveys continued long-term alignment through large retained ownership, but offers no bullish or bearish signal for investors.

Corporate Governance Expert

TL;DR: Filing confirms compliance with Section 16 and Rule 10b5-1; no governance red flags detected.

Transactions were executed under a disclosed 10b5-1 plan, satisfying affirmative-defense conditions and reducing litigation risk. The corrected derivative balance demonstrates internal controls over reporting accuracy. Fisher’s substantial remaining stake preserves insider alignment with shareholders. From a governance standpoint the activity is routine and non-problematic.

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).

X

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^*

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)
06/30/2025

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	06/30/2025		M		20,631(1)	A	$0	12,993,361	D
Common Stock	06/30/2025		M		2,572(2)	A	$0	12,995,933	D
Common Stock	06/30/2025		G(3)		25,500	D	$0	12,970,433	D
Common Stock								132,257	I	By Spouse
Common Stock								3,329,502	I	By Trust
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
Stock Units	$0	06/30/2025		M			20,631	(1)	(1)	Common Stock	20,631	$0	34,633	D
Dividend Equivalent Rights	$0	06/30/2025		M			2,572.9646	(2)	(2)	Common Stock	2,572.9646	$0	1,225.8949(4)	D

Explanation of Responses:

1. 20,631 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2022. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock").

2. 2,572 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2022. Each dividend equivalent right was the economic equivalent of one share of Gap Common Stock.

3. The transaction set forth herein was made pursuant to a plan adopted on March 18, 2025, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

4. The number reported herein corrects a typographical error on the Reporting Person's Form 4 filed on July 1, 2025. The number should have been reported as 3,798.8595. The amount shown is the corrected resulting balance following the settlement of dividend equivalent rights reported herein.

	/s/ Jane Spray, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Gap (GPS) shares did Robert J. Fisher acquire on 30 June 2025?

23,203 shares were acquired through settlement of stock units and dividend-equivalent rights.

How many Gap shares did Robert J. Fisher sell?

He disposed of 25,500 shares under a Rule 10b5-1 trading plan.

What is Robert J. Fisher’s current direct ownership in Gap?

After the reported transactions, he directly owns 12,970,433 shares.

Was the sale executed under a 10b5-1 plan?

Yes. The disposition was made pursuant to a plan adopted on 18 March 2025 that satisfies Rule 10b5-1(c) conditions.

Did the filing correct any previous errors?

Yes. It corrected the dividend-equivalent rights balance to 1,225.8949 units.