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

Rhea-AI Filing Summary

Rocket Companies, Inc. (RKT) filed a Form 4 disclosing that Chief Operating Officer Heather M. Lovier received a substantial equity grant as part of the company’s Up-C collapse completed on 30 June 2025. The restructuring exchanged each Rock Holdings Inc. voting share for 56.54 newly issued Rocket Class L shares, split evenly between Class L-1 and Class L-2.

• Lovier acquired 1,413,489 Class L-1 and 1,413,490 Class L-2 shares (total ≈ 2.83 million) at $0.00 cost, all held directly.
• Transfer restrictions apply: L-1 shares are non-transferable before 30 June 2026; L-2 before 30 June 2027.
• After the respective lock-ups, each Class L share may be converted, or will automatically convert upon transfer, into one share of Rocket Class A common stock. A mass conversion occurs once Class L voting power drops below 79 % after the later of the two key dates.
• Lovier now reports 642,740 Class A shares (including 421,126 unvested RSUs) in addition to the new Class L holdings.

The filing signals completion of a capital-structure simplification and updates the insider’s beneficial ownership; it does not record any sale of securities, cash compensation, or option exercises.

Positive

• Completion of Up-C collapse clarifies capital structure and migrates insider economic interests directly into Rocket Companies equity.
• No immediate share sales; lock-up periods reduce near-term selling pressure and potential volatility.

Negative

• Future dilution risk: 2.83 M Class L shares will convert into Class A stock after lock-ups, increasing the public float.
• Continued insider voting control until at least 2027 may limit minority shareholder influence.

Insights

Corporate Governance Expert

TL;DR: Insider receives 2.83 M restricted Class L shares from Up-C collapse; no cash cost, future convertibility, neutral governance impact.

The Form 4 confirms execution of Rocket’s planned Up-C unwinding, replacing RHI voting shares with dual-tranche Class L stock. Governance wise, the structure maintains insider voting control until at least mid-2027, yet aligns economic interests by mandating one-for-one conversion into publicly traded Class A shares. The lock-ups mitigate immediate market overhang. Because the shares were issued for restructuring—not incentive—there is minimal change to near-term dilution, but the post-2026/2027 conversions will add to Class A float. Overall effect is structural and foreseeable, not a directional signal.

Equity Analyst

TL;DR: Large insider grant reflects share-class consolidation; dilution deferred, cash flow unaffected—market impact neutral today.

From a valuation lens, the 2.83 M Class L shares carry economic rights identical to Class A once converted but are non-transferable for at least 12–24 months. Because no consideration was paid, there is no cash impact, and voting power remains concentrated. Future dilution is baked into fully diluted share counts many analysts already model. The filing simply moves insider holdings from RHI to Rocket, consistent with the simplification announced earlier. Thus, I view the event as not immediately impactful for earnings, liquidity, or trading dynamics, though investors should track conversion timelines as 2026 approaches.

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

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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^*

Hall Kathryn A.

(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
Common Stock	06/30/2025		M		2,572	A	$0.0	2,572	D
Common Stock	06/30/2025		M		20,631	A	$0.0	23,203	D
Common Stock								3,389,284	I	See footnote(1)

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(2)	$0.0	06/30/2025		A		1,381.6228		(3)	(4)	Common Stock	1,381.6228	$0.0	3,798.8595	D
Dividend Equivalent Rights(2)	$0.0	06/30/2025		M			2,572.9646	(5)	(4)	Common Stock	2,572.9646	$0.0	1,225.8949	D
Stock Units(6)	$0.0	06/30/2025		A		8,482		(7)	(4)	Common Stock	8,482	$0.0	55,264	D
Stock Units(6)	$0.0	06/30/2025		M			20,631	(8)	(4)	Common Stock	20,631	$0.0	34,633	D

Explanation of Responses:

1. Reflects shares held directly by KBRWJ Investors LP (KBRWJ). Ms. Hall is the sole managing member of KHALL LLC, which is the general partner of KBRWJ, and, through KHALL LLC, has sole voting and dispositive power over the shares held by KBRWJ in a fiduciary capacity. Pursuant to Instruction 4 (b) (iv) of Form 4, Ms. Hall has elected to report the entire number of securities directly held by KBRWJ. Ms. Hall disclaims beneficial ownership of the shares held directly by KBRWJ, except to the extent of her indirect pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, Ms. Hall is the beneficial owner of all of these shares.

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

3. 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.

4. Not applicable.

5. These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2022.

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

7. 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.

8. These shares were issued in settlement of stock units granted on June 30, 2022.

	By: Susanna Zhang, Power of Attorney For: Kathryn A. Hall	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.
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FAQ

How many Rocket Companies shares did COO Heather Lovier acquire in this Form 4?

She acquired 1,413,489 Class L-1 and 1,413,490 Class L-2 shares, totaling 2,826,979 shares.

Were any Rocket Companies (RKT) shares sold in the reported transaction?

No. The filing only reports acquisitions; no shares were disposed of.

When can the newly issued Class L-1 and L-2 shares be transferred or converted?

Class L-1: after 30 June 2026; Class L-2: after 30 June 2027. Each share may convert 1-for-1 into Class A stock at that time.

How many Class A shares does Heather Lovier now hold?

She beneficially owns 642,740 Class A shares, including 421,126 unvested RSUs.

What triggered the share issuance reported in this filing?

The shares were issued as consideration in Rocket’s Up-C structure collapse completed on 30 June 2025.

Does the filing change Rocket Companies’ total voting power distribution?

The new Class L shares help insiders retain voting power; Class L converts later, potentially reducing insider control after 2027.