[Form 4] The Gap, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Gap Inc. (GPS) – Form 4 insider filing

Director and 10 % owner Robert J. Fisher reported two equity-based awards dated 06/30/2025:

• Dividend Equivalent Rights: 1,381.6228 rights acquired at $0; each equals one common share; immediately vested with delivery deferred up to three years or upon Board departure.
• Stock Units: 8,482 units granted at $0; immediately vested; delivery subject to the same deferral schedule.

No common shares were bought or sold and no cash changed hands. After the grant, Fisher directly holds 55,264 stock units plus the newly accrued 1,381.6228 dividend rights. The transaction reflects routine director compensation, does not affect Gap’s share count, and carries minimal valuation or control implications for public shareholders.

Insights

Financial Analyst

TL;DR: Routine equity grant; neutral for valuation and sentiment.

Gap awarded Robert J. Fisher 8,482 deferred stock units and 1,381.6228 dividend-equivalent rights at no cost. Because these are phantom instruments with deferred settlement, there is no immediate dilution, cash flow impact, or signal of insider buying or selling. The aggregate grant represents less than 0.003 % of Gap’s roughly 370 million shares outstanding—economically immaterial. Therefore, the filing is largely informational and should have negligible influence on the company’s market valuation, liquidity, or governance dynamics.

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^*

FISHER ROBERT J

(Last) (First) (Middle)

TWO FOLSOM STREET

(Street)

SAN FRANCISCO CA 94105-1205

(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

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
Dividend Equivalent Rights(1)	$0.0	06/30/2025		A		1,381.6228		(2)	(3)	Common Stock	1,381.6228	$0.0	1,381.6228	D
Stock Units(4)	$0.0	06/30/2025		A		8,482		(5)	(3)	Common Stock	8,482	$0.0	55,264	D

Explanation of Responses:

1. Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

2. The dividend equivalent rights accrued on stock units originally granted on June 30, 2022, June 30, 2023, and June 30, 2024, and are immediately vested. Vested shares are delivered to the reporting person no sooner than 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.

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

5. 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.

	By: De Anna Mekwunye, Power of Attorney For: Robert J. Fisher	07/01/2025
	** 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 securities did Robert J. Fisher acquire in the 30 June 2025 Form 4 for GPS?

He received 8,482 stock units and 1,381.6228 dividend equivalent rights, each convertible into one Gap Inc. common share.

Did the filing involve any open-market purchase or sale of Gap Inc. shares?

No. The awards were granted at $0 exercise price and did not involve buying or selling shares on the market.

When will the shares underlying the stock units be delivered to Fisher?

Delivery is deferred until three years from the grant date (06/30/2028) unless earlier upon cessation of Board service or if further deferred.

How many stock units does Fisher now beneficially own after this transaction?

Following the grant, he directly holds 55,264 stock units in total.

What are dividend equivalent rights in this context?

Each right mirrors one common share, accruing on outstanding stock units to replicate dividend value; they are immediately vested with deferred share delivery.