Chief Legal&Compliance Officer Gruber Julie converted options into 3,958 shares and covered exercise/tax liability with 3,958 shares (SEC Form 4)
$GAP
Clothing/Shoe/Accessory Stores
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/15/2025 | M | 327 | A | $0.0 | 37,721.9267 | D | |||
| Common Stock | 11/15/2025 | F(1) | 327 | D | $24.15 | 37,394.9267 | D | |||
| Common Stock | 11/15/2025 | M | 1,776 | A | $0.0 | 39,170.9267 | D | |||
| Common Stock | 11/15/2025 | F(1) | 1,776 | D | $24.15 | 37,394.9267 | D | |||
| Common Stock | 11/15/2025 | M | 1,855 | A | $0.0 | 39,249.9267 | D | |||
| Common Stock | 11/15/2025 | F(1) | 1,855 | D | $24.15 | 37,394.9267 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 11/15/2025 | M | 327 | (3) | (4) | Common Stock | 327 | $0.0 | 108,267 | D | ||||
| Restricted Stock Unit | $0.0(2) | 11/15/2025 | M | 1,776 | (5) | (4) | Common Stock | 1,776 | $0.0 | 106,491 | D | ||||
| Restricted Stock Unit | $0.0(2) | 11/15/2025 | M | 1,855 | (6) | (4) | Common Stock | 1,855 | $0.0 | 104,636 | D | ||||
| Explanation of Responses: |
| 1. Mandatory tax withholding on vesting of restricted stock units due to retirement eligibility. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. |
| 3. The restricted stock units for which the reporting person is retirement eligible vest 5,588 shares on March 14, 2026. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the RSUs being held for one year following the grant date. |
| 4. Not applicable. |
| 5. The restricted stock units for which the reporting person is retirement eligible vest 15,179 shares on March 13, 2026 and 15,179 shares on March 13, 2027. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the RSUs being held for one year following the grant date. |
| 6. The restricted stock units for which the reporting person is retirement eligible vest 10,488 shares on March 18, 2026, 10,489 shares on March 18, 2027, and 10,489 shares on March 18, 2028. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the RSUs being held for one year following the grant date. |
| By: De Anna Mekwunye, Power of Attorney For: Julie Gruber | 11/18/2025 | |
| ** 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. | ||