SEC Form 4 · accession 0000039911-26-000047
GAP INC · GAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mayo A Shattuck III
Director
Period of report
Jun 30, 2026
Accepted (ET)
Jul 1, 2026 · 6:18 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000039911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 30, 2026 | M | 1,743 | $0.00 | A | 181,082 | D | |
| Common Stock | Jun 30, 2026 | M | 19,036 | $0.00 | A | 200,118 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF1,F2,F3 | $0.00 | Jun 30, 2026 | A | 1,283 | A | — | — | Common Stock | 1,283 | 2,509 | D |
| Dividend Equivalent RightsF1,F4,F3 | $0.00 | Jun 30, 2026 | M | 1,744 | D | — | — | Common Stock | 1,744 | 765 | D |
| Stock UnitsF5,F6,F3 | $0.00 | Jun 30, 2026 | A | 9,903 | A | — | — | Common Stock | 9,903 | 44,536 | D |
| Stock UnitsF5,F7,F3 | $0.00 | Jun 30, 2026 | M | 19,036 | D | — | — | Common Stock | 19,036 | 25,500 | D |
Explanation of responses
- F1Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
- F2The dividend equivalent rights accrued on stock units originally granted on June 30, 2023, June 30, 2024, and June 30, 2025, 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.
- F3Not applicable.
- F4These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023.
- F5Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
- F6Each 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.
- F7These shares were issued in settlement of stock units granted on June 30, 2023.