SHATTUCK MAYO A III 4

What Happened

• Mayo A. Shattuck III, a Gap Inc. director, reported multiple June 30, 2026 transactions. He was issued 1,282.726 shares and 9,903 shares in settlement of stock units and dividend-equivalent rights (total 11,185.726 shares acquired) at $0.00 per share.
• The filing also shows exercise/conversion (code M) entries for 1,743 and 19,036 shares that were concurrently reported as disposed (total ~20,779 shares reported as both acquired and disposed) at $0.00 per share. Net reported increase from these transactions is 11,185.726 shares.

Key Details

• Transaction date: 2026-06-30; Form 4 filed: 2026-07-01 (filed timely).
• Reported price: $0.00 per share for all entries (no cash paid or proceeds reported).
• Net shares acquired (per filing): 11,185.726 shares (from settlement of awards/dividend equivalents).
• Shares owned after the transaction: not disclosed in the provided excerpt of the filing.
• Notable footnotes from the filing:
  • Dividend equivalents are the economic equivalent of one share (F1).
  • The dividend equivalents and stock units accrued on grants dated June 30, 2023/2024/2025; they are vested but delivery can be deferred until three years from the grant date (or earlier upon cessation of board service) (F2, F6).
  • Certain shares were issued in settlement of dividend equivalents/stock units granted on June 30, 2023 (F4, F7).
  • Each stock unit represents a contingent right to receive one share (F5).
• The filing shows exercise/conversion entries labeled M and award/grant entries labeled A. The Form 4 does not state the reason for the disposals; such simultaneous disposals in similar filings commonly reflect share withholding for taxes or settlement mechanics, but the form here does not specify.

Context

• These were derivative settlements/awards and conversions rather than open-market purchases or sales. The $0.00 reporting indicates issuance/settlement of vested units and dividend-equivalent rights (not a cash purchase or market sale).
• Delivery of the awarded shares may be deferred under the grant terms (typically three years from grant) unless earlier release conditions apply (e.g., leaving board service).
• For retail investors: this is primarily an award/settlement event (insider acquiring shares via company plan), not an outright cash purchase or large insider sale; the filing does not provide an explicit change in beneficial ownership totals beyond the reported issued shares.