FISHER ROBERT J 4

What Happened
Robert J. Fisher (a reported 10% owner of Gap Inc.) converted stock-unit awards and dividend-equivalent rights into common shares and made a gift on June 30, 2026. Specifically, 19,036 shares were issued on settlement of stock units and 1,743 (≈1,743.741) shares were issued as dividend equivalents (total 20,779 shares) at $0.00. Separately, Fisher disposed of 23,000 shares as a gift (reported as G) on the same date. All derivative conversions/exercises were reported at $0.00 per share. These transactions were effected pursuant to a Rule 10b5‑1 plan.

Key Details

• Transaction date: June 30, 2026; Form 4 filed July 2, 2026 (appears timely — within two business days).
• Conversions (code M): 19,036 shares (stock units) and ~1,743.741 shares (dividend equivalents) issued at $0.00.
• Gift (code G): 23,000 shares disposed, $0.00 reported (gift, not a market sale).
• Footnotes: F1 = 19,036 shares from stock units granted 6/30/2023; F2 = 1,743 shares from dividend equivalents on those units; F3 = transactions made under a 10b5‑1 trading plan adopted 3/19/2026.
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Filing timeliness: filed July 2 for a June 30 transaction — appears timely (not marked late).

Context

• The M-code conversions reflect settlement of previously granted stock units and dividend equivalents (no cash paid to acquire shares). This is different from a market buy (bullish) or a cash exercise where the insider pays a strike price.
• The 23,000-share transfer was a gift; gifts represent a disposition but do not necessarily indicate the insider’s view of the company’s stock.
• As a reported 10% owner rather than an officer, Fisher’s transactions are significant for holdings disclosure but not necessarily indicative of day‑to‑day executive trading.
• Use of a 10b5‑1 plan means these transfers were made under a prearranged program intended to provide an affirmative defense under Rule 10b5‑1.