DICKSON RICHARD 4

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.