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GAP INC·4

Jul 1, 4:59 PM ET

Hall Kathryn A. 4

4 · GAP INC · Filed Jul 1, 2026

Research Summary

AI-generated summary of this filing

Updated

GAP Director Kathryn Hall Exercises/Converts Derivatives, Receives Awards

What Happened

  • Kathryn A. Hall, a member of Gap Inc.'s board, reported multiple derivative transactions and awards on 2026-06-30. The filing shows a series of exercises/conversions and grant/settlement events (all at $0.00 per share). Gross reported acquisitions total about 31,964.73 shares from exercises/award settlements and gross reported dispositions total about 20,779.74 shares, for an approximate net increase of 11,185 shares. No cash was paid (all transactions reported at $0.00) — these reflect exercises/conversions and the settlement of stock units and dividend-equivalent rights rather than open‑market purchases.

Key Details

  • Transaction date: 2026-06-30; Form 4 filed 2026-07-01 (timely).
  • Reported prices: $0.00 for all transactions (exercises/conversions and awards/settlements).
  • Reported movements (approximate totals):
    • Acquired: ~31,964.73 shares (includes exercises/conversions, awards, and settlements of dividend equivalents and stock units).
    • Disposed: ~20,779.74 shares (exercise/conversion-related dispositions).
    • Net change: ~+11,185 shares.
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Notable footnotes:
    • F1: Many shares are held directly by KBRWJ Investors LP; Ms. Hall is the sole managing member of the general partner and disclaims beneficial ownership except for any indirect pecuniary interest.
    • F2–F8: Explain that dividend-equivalent rights equal one share each, certain dividend equivalents and stock units (granted 6/30/2023, 2024, 2025) were vested/settled, some shares were issued in settlement of 2023 grants, and delivery of some stock-unit awards can be deferred up to three years (with exceptions on cessation of board service).

Context

  • These were not open-market purchases or sales for cash; they appear to be internal exercises/conversions and the settlement of board awards (stock units and dividend equivalents). That type of filing often reflects compensation plan settlements or routine option conversions rather than a director buying stock as a market signal.
  • For retail investors: note the $0.00 price and the footnote about shares held by KBRWJ — some shares are held through an investment vehicle where Ms. Hall has voting/control but disclaims direct beneficial ownership.

Insider Transaction Report

Form 4
Period: 2026-06-30
GAP INCGAP
Hall Kathryn A.
Director
Transactions
  • Exercise/Conversion

    Common Stock

    2026-06-30+1,743→ 24,946 total
  • Exercise/Conversion

    Common Stock

    2026-06-30+19,036→ 43,982 total
  • Award

    Dividend Equivalent Rights

    [F2][F3][F4]
    2026-06-30+1,282.726→ 2,508.621 total
    Exercise: $0.00→ Common Stock (1,282.726 underlying)
  • Exercise/Conversion

    Dividend Equivalent Rights

    [F2][F5][F4]
    2026-06-30−1,743.741→ 764.88 total
    Exercise: $0.00→ Common Stock (1,743.741 underlying)
  • Award

    Stock Units

    [F6][F7][F4]
    2026-06-30+9,903→ 44,536 total
    Exercise: $0.00→ Common Stock (9,903 underlying)
  • Exercise/Conversion

    Stock Units

    [F6][F8][F4]
    2026-06-30−19,036→ 25,500 total
    Exercise: $0.00→ Common Stock (19,036 underlying)
Holdings

  • Common Stock

    [F1]
    (indirect: See footnote)
    3,389,284
Footnotes (8)
  • [F1]Reflects shares held directly by KBRWJ Investors LP (KBRWJ). Ms. Hall is the sole managing member of KHALL LLC, which is the general partner of KBRWJ, and, through KHALL LLC, has sole voting and dispositive power over the shares held by KBRWJ in a fiduciary capacity. Pursuant to Instruction 4 (b) (iv) of Form 4, Ms. Hall has elected to report the entire number of securities directly held by KBRWJ. Ms. Hall disclaims beneficial ownership of the shares held directly by KBRWJ, except to the extent of her indirect pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, Ms. Hall is the beneficial owner of all of these shares.
  • [F2]Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
  • [F3]The dividend equivalent rights accrued on stock units originally granted on June 30, 2023, June 30, 2024, and June 30, 2025, and are immediately vested. Vested shares are delivered to the reporting person no sooner than three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
  • [F4]Not applicable.
  • [F5]These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2023.
  • [F6]Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
  • [F7]Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
  • [F8]These shares were issued in settlement of stock units granted on June 30, 2023.
Signature
By: Susanna Zhang, Power of Attorney For: Kathryn A. Hall|2026-07-01

Documents

1 file
  • 4
    edgardoc.xmlPrimary

    PRIMARY DOCUMENT