Hall Kathryn A. 4

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.