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

Rhea-AI Filing Summary

ZoomInfo Technologies Inc. (ZI) – Form 144 filing discloses a planned insider sale under Rule 144.

• Securities to be sold: 14,773 Class A common shares.
• Estimated market value: US$148,911.84 (based on prevailing market price cited in the form).
• Seller of record: James M. Roth, acting pursuant to a Rule 10b5-1 trading plan, with Morgan Stanley Smith Barney LLC as broker.
• Planned sale date: on or about 02 July 2025 through NASDAQ.
• Share-count context: ZI reports 328,911,200 shares outstanding; the proposed sale represents ≈0.0045 % of shares outstanding.
• Recent activity: The same insider sold 18,408 shares on 05 June 2025 for gross proceeds of US$184,398.72.

The filing is a routine notice rather than a completed transaction. Given the small size relative to total float, the event is unlikely to be materially impactful for shareholders, but it does provide visibility into insider trading activity and possible sentiment.

Insights

Financial Analyst

TL;DR – Minor insider sale; neutral impact due to immaterial size.

The 14,773-share sale equates to under 0.01 % of ZoomInfo’s shares outstanding and ~US$149 k in value – marginal relative to the company’s multi-billion-dollar market cap. The seller, James M. Roth, is using a pre-arranged Rule 10b5-1 plan, reducing concerns about opportunistic trading. Although insider selling can sometimes signal caution, the dollar amount and share percentage are too small to draw meaningful conclusions. I view the filing as routine and not price-moving.

Corporate Governance Specialist

TL;DR – Governance-compliant 10b5-1 trade; no red flags detected.

The notice indicates full adherence to Rule 144 and 10b5-1 guidelines, with broker disclosure and certification that no undisclosed MNPI exists. The prior sale in June plus this planned transaction remain well below aggregation thresholds that would require additional disclosures. From a governance lens, the company continues to exhibit transparency. No material insider exodus or concentrated selling pattern is evident.

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^*

Donohue Elisabeth B

(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		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		1,152.3776		(2)	(3)	Common Stock	1,152.3776	$0.0	2,868.2473	D
Stock Units(4)	$0.0	06/30/2025		A		8,482		(5)	(3)	Common Stock	8,482	$0.0	47,802	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: Susanna Zhang, Power of Attorney For: Elisabeth Donohue	07/02/2025
	** 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

How many ZoomInfo (ZI) shares are being sold under this Form 144?

The filing covers 14,773 shares of Class A common stock.

What is the estimated value of the planned ZI insider sale?

The aggregate market value disclosed is US$148,911.84.

Who is the insider selling ZoomInfo shares and under what plan?

The seller is James M. Roth, acting under a Rule 10b5-1 trading plan.

When is the proposed sale date for the ZoomInfo shares?

The approximate sale date listed is 02 July 2025.

How significant is the sale relative to ZoomInfo’s total shares outstanding?

The 14,773 shares represent roughly 0.0045 % of the 328.9 million shares outstanding.