FISHER WILLIAM SYDNEY 4

What Happened

• William Sydney Fisher (reported as a 10% owner) had stock units and dividend-equivalent rights settle on June 30, 2026, resulting in the acquisition of 20,779 shares of Gap Inc. common stock (19,036 + 1,743). On the same date he disposed of 23,000 shares as a gift. All acquisitions show $0.00 per share because they were settlements of previously granted units/rights rather than cash purchases.

Key Details

• Transaction date: June 30, 2026. Filing date: July 2, 2026 (filed within the typical 2-business-day Form 4 window).
• Acquisitions: 19,036 shares (settlement of stock units) and 1,743 shares (settlement of dividend-equivalent rights) at $0.00 (codes M — exercise/conversion of derivative).
• Dispositions: Gift of 23,000 shares at $0.00 (code G). The filing also lists corresponding derivative conversion/disposition entries for the same amounts.
• Net change from these events: acquired 20,779 shares vs. gifted 23,000 shares → net -2,221 shares (based on the reported transactions).
• Shares owned after transaction: not stated in the provided extract of the filing.
• Footnotes: F1/F2 confirm the shares came from settlement of stock units granted on June 30, 2023 and dividend equivalents; F3 states the transactions were made pursuant to a 10b5-1 plan adopted March 19, 2026.

Context

• Code M indicates conversion/settlement of derivative awards (stock units/dividend equivalents) rather than a cash buy; code G indicates a gift (a transfer that is not an open‑market sale and does not necessarily reflect trading sentiment).
• As a 10% owner, Fisher is a substantial shareholder; these actions reflect award settlements and an internal transfer (gift), not a typical open-market buy or sell. The filing references a 10b5-1 plan, which is a prearranged trading plan commonly used to provide an affirmative defense under Rule 10b5-1.