FISHER WILLIAM SYDNEY 4

What Happened William S. Fisher, listed as a 10% owner of Gap Inc., received two derivative awards on June 30, 2026: 1,282.726 dividend-equivalent rights and 9,903 stock units, each acquired at $0.00 (transaction code A — award/grant). The awards are derivative/contingent rights rather than open-market purchases or sales; total units granted equal 11,185.726 and no cash was exchanged.

Key Details

• Transaction date: June 30, 2026; Form 4 filed July 1, 2026 (appears timely).
• Items granted: 1,282.726 dividend-equivalent rights; 9,903 stock units.
• Price: $0.00 per unit; total reported value $0 (derivative awards).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnote highlights:
  • Dividend equivalents are economically equivalent to one share each (F1).
  • The dividend equivalents accrued on stock units granted in 2023–2025 and are immediately vested; delivery of vested shares is deferred until three years from grant (or sooner upon cessation of board service) (F2).
  • Each stock unit is a contingent right to receive one share and is immediately vested, with delivery deferred three years from grant unless further deferred or upon earlier cessation of board service (F4, F5).
• Transaction code: A = Award/Grant. No 10b5-1 plan, tax withholding or late-filing note was reported in the provided data.

Context These grants are compensation/board-related derivative awards (not a purchase or sale). Although they vest immediately, actual share delivery is deferred (generally three years) per the filing, so there is no immediate increase in tradable shares held by Fisher. As a 10% owner, Fisher is a large holder rather than a typical executive insider; these awards reflect equity compensation mechanics rather than open-market sentiment.