Gap Inc. (GPS) Form 4 shows RSU vesting, ESPP activity and share disposals at $21.20

Rhea-AI Filing Summary

Richard Dickson, President & CEO and a director of Gap Inc. (symbol GPS), reported multiple equity transactions dated 08/22/2025. The filing shows purchases under the Employee Stock Purchase Plan and vesting of restricted stock units, increasing certain holdings. It also reports disposals at a price of $21.20 per share. Following the reported transactions, the filing lists various beneficial ownership totals for common stock and derivative RSU positions. The form was signed by power of attorney on 08/25/2025.

Positive

• Acquisitions under ESPP and RSU vesting increased the reporting person’s beneficial ownership on 08/22/2025
• Detailed post-transaction ownership totals are provided, improving transparency of insider holdings

Negative

• Reported disposals of common stock at $21.20 reduced the reporting person’s direct holdings
• File reflects both acquisitions and sales, indicating a net change rather than only accumulation of shares

Insights

Financial Analyst

TL;DR: Routine insider compensation-related acquisitions and some sales; modest net changes in ownership, not a company-level disclosure on operations.

The Form 4 documents multiple non-derivative acquisitions (ESPP purchases) and the settlement/vesting of restricted stock units, alongside disposals reported at $21.20 per share. These are standard transactions tied to compensation and employee plans rather than market-moving corporate events. The transactions change reported beneficial ownership totals but the filing contains no operational or financial performance information.

Corporate Governance Expert

TL;DR: Insider exercised compensation-related rights and sold shares; disclosure appears complete and timely for Section 16 reporting.

The report identifies the reporting person as both an officer and director and shows acquisitions via ESPP and RSU vesting, plus sales at a specified price. The filing includes post-transaction ownership balances and an executed signature by power of attorney, meeting typical Form 4 disclosure mechanics. No governance actions or changes in roles are disclosed.

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

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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^*

DICKSON RICHARD

(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
X	Officer (give title below)		Other (specify below)
	President & CEO, Gap Inc.

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		M		109,649	A	$0.0	291,862.735(1)	D
Common Stock	08/22/2025		F		55,679	D	$21.2	236,183.735	D
Common Stock	08/22/2025		M		116,502	A	$0.0	352,685.735	D
Common Stock	08/22/2025		F		59,159	D	$21.2	293,526.735	D

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
Restricted Stock Unit	$0.0(2)	08/22/2025		M			109,649	(3)	(3)	Common Stock	109,649	$0.0	759,988	D
Restricted Stock Unit	$0.0(2)	08/22/2025		M			116,502	(4)	(4)	Common Stock	116,502	$0.0	643,486	D

Explanation of Responses:

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan (ESPP).

2. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

3. On August 22, 2023, the reporting person was granted 438,596 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

4. On August 22, 2023, the reporting person was granted 466,008 restricted stock units, vesting fifty percent of the total grant on the first anniversary of the grant date, twenty-five percent on the second anniversary of the grant date, and the remaining twenty-five percent on the third anniversary of the grant date.

	By: De Anna Mekwunye, Power of Attorney For: Richard Dickson	08/25/2025
	** 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).
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FAQ

Who filed the Form 4 for Gap Inc. (GPS)?

The Form 4 was filed for Richard Dickson, President & CEO and director of Gap Inc., with the filing executed by Power of Attorney on 08/25/2025.

What transactions are reported on the 08/22/2025 Form 4 for GPS?

The filing reports acquisitions (ESPP purchases and restricted stock unit vesting) and disposals of common stock on 08/22/2025, with disposals priced at $21.20 per share.

How many shares were acquired through RSU vesting on this Form 4?

The report shows restricted stock unit-related amounts of 109,649 and 116,502 RSUs in the derivative table, with corresponding common stock underlying amounts reported.

What were the amounts of shares disposed of at $21.20?

The non-derivative table reports disposals of 55,679 and 59,159 shares at $21.20 per share on 08/22/2025.

Does the Form 4 include post-transaction ownership totals?

Yes; the filing lists post-transaction beneficial ownership balances for common stock and derivative positions (for example, totals such as 759,988 and 643,486 in derivative-related common stock lines).