Schedule 13G/A: Dodge & Cox Sole Dispositive Power Over 5.44M GPS Shares

Rhea-AI Filing Summary

Dodge & Cox reports beneficial ownership of 5,439,326 shares of The Gap, Inc. common stock, equal to 1.5% of the class. The filing shows sole voting power for 4,968,661 shares and sole dispositive power for all 5,439,326 shares, and identifies the filer as an investment adviser organized in California.

The statement certifies the shares are held in the ordinary course of business and were not acquired to change or influence control. No group affiliations, subsidiaries, or other arrangements are disclosed in this filing.

Insights

Financial Analyst

TL;DR: Dodge & Cox holds 5.44M GPS shares (1.5%), a routine institutional position below 5% and unlikely to alter control.

The filing discloses 5,439,326 beneficial shares with sole dispositive authority and 4,968,661 shares of sole voting power. From a portfolio-impact perspective, 1.5% ownership is a modest stake relative to total float and does not meet common materiality thresholds for activist influence. The distinction between voting and dispositive power is noted but is not large enough here to signal active governance intervention. This is a standard disclosure by an investment adviser documenting passive holdings and compliance with reporting rules.

Corporate Governance Expert

TL;DR: Filing indicates routine passive ownership with certification that holdings are not intended to influence control.

The registrant classifies itself as an investment adviser and affirms the securities are held in the ordinary course of business and not to affect control, which is a standard certification on Schedule 13G/A filings. No group membership or arrangements are identified, and ownership remains under 5% of the class, so there are no immediate governance implications such as board nomination or control contests disclosed in this statement. The report should be monitored only for changes that cross material thresholds or show coordinated action with others.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

THE GAP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

364760108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 364760108

1

Names of Reporting Persons

Dodge & Cox

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,968,661.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,439,326.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,439,326.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: THE GAP, INC.
(b)	Address of issuer's principal executive offices: Two Folsom Street, San Francisco, California 94105
Item 2.
(a)	Name of person filing: Dodge & Cox
(b)	Address or principal business office or, if none, residence: 555 California Street 40th Floor, San Francisco, CA 94104
(c)	Citizenship: California, USA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 364760108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,439,326
(b)	Percent of class: 1.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,968,661
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,439,326
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dodge & Cox

Signature:	/S/ Katherine M. Primas
Name/Title:	Chief Compliance Officer
Date:	08/13/2025

FAQ

How many shares of The Gap (GPS) does Dodge & Cox report owning?

The filing states 5,439,326 shares of common stock are beneficially owned by Dodge & Cox.

What percentage of GPS does the 13G/A filing represent?

The reported position represents 1.5% of the class of The Gap common stock.

Does Dodge & Cox have voting power over the shares they report for GPS?

Yes. The filing shows sole voting power for 4,968,661 shares and sole dispositive power for 5,439,326 shares.

Is this filing an indication Dodge & Cox intends to influence control at The Gap (GPS)?

No. The filing includes a certification that the shares are held in the ordinary course of business and were not acquired to change or influence control.

Where is the reporting entity Dodge & Cox organized or located?

The filing identifies the filer as organized in California with its principal business office in San Francisco.