DICKSON RICHARD 4

4 · GAP INC · Filed Jul 1, 2026

AI-generated summary of this filing

Updated Jul 1, 2026

Gap Inc. CEO Richard Dickson Exercises Options, Receives Shares

What Happened

Richard Dickson, President & CEO and a director of Gap Inc., exercised/converted equity awards and received shares on June 30, 2026. The filing shows he acquired 13,781.087 shares through a combination of option/exercise conversions and the settlement of dividend-equivalent and stock-unit awards at $0.00 per share. He simultaneously disposed of 13,321.914 shares the same day, leaving a net increase of approximately 459.173 shares retained after the transactions. No cash was reported as paid for the acquired shares.

Key Details

Transaction date: 2026-06-30; filing date (Form 4): 2026-07-01 (appears timely).
Transactions reported:
- Exercised/converted (M): 1,117 acquired @ $0.00; 1,117.914 disposed @ $0.00.
- Exercised/converted (M): 12,204 acquired @ $0.00; 12,204 disposed @ $0.00.
- Grant/award (A, derivative): 460.087 acquired @ $0.00 (dividend-equivalent rights).
Net effect: +13,781.087 shares acquired, -13,321.914 shares disposed, net +459.173 shares retained.
Shares owned after transaction: not specified in the provided summary of the filing.
Notable footnotes from the filing:
- Dividend-equivalent rights are economically equivalent to one share each and accrued on stock units granted June 30, 2023 (F1, F2, F4).
- Stock units represent contingent rights to receive one share each; some shares were issued in settlement of those units (F5, F6).
No indication in the filing that these trades were part of a 10b5-1 plan or that the Form 4 was late.

Context

These were derivative-related transactions (exercises/conversions and award settlements), not open-market purchases. The $0.00 per-share price and the simultaneous disposals are typical of equity award settlements and net share withholding/settlement mechanics (e.g., issuance and immediate transfer of shares to satisfy tax or other settlement requirements), rather than a cash purchase or an open-market sale. For retail investors, award settlements and option exercises are routine insider events and do not alone signal a change in the CEO’s market view.

Form 4

Period: 2026-06-30

DirectorPresident & CEO, Gap Inc.

Transactions

Exercise/Conversion
Common Stock
2026-06-30+1,117→ 674,207.346 total
Exercise/Conversion
Common Stock
2026-06-30+12,204→ 686,411.346 total
Award
Dividend Equivalent Rights
[F1][F2][F3]
2026-06-30+460.087→ 1,117.914 total
Exercise: $0.00→ Common Stock (460.087 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F1][F4][F3]
2026-06-30−1,117.914→ 0 total
Exercise: $0.00→ Common Stock (1,117.914 underlying)
Exercise/Conversion
Stock Units
[F5][F6][F3]
2026-06-30−12,204→ 0 total
Exercise: $0.00→ Common Stock (12,204 underlying)

Footnotes (6)

[F1]Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
[F2]The dividend equivalent rights accrued on stock units originally granted on June 30, 2023, 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.
[F3]Not applicable.
[F4]These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023.
[F5]Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
[F6]These shares were issued in settlement of stock units granted on June 30, 2023.

Signature

By: De Anna Mekwunye, Power of Attorney For: Richard Dickson|2026-07-01

1 file