UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

March 512, 2026

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7562

94-1697231

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


Two Folsom Street
San Francisco,	California	94105
(Address of principal executive offices)		(Zip Code)

(415) 427-0100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.05 par value	GAP	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 28.~~02 Results~~01 Other ~~of Operations and Financial Condition~~Events.

On March 512, 2026, The Gap, Inc. (the “"Company”") ~~issued~~adopted a ~~press~~new ~~release~~form ~~announcing~~of ~~the~~Restricted ~~Company’s~~Stock ~~earnings~~Unit ~~for~~Award Agreement under its 2016 Long-Term Incentive Plan (the ~~fourth~~"Plan"), ~~quarter~~a ~~and~~new ~~fiscal~~form ~~year~~of ~~ended~~Deferred ~~January~~Restricted 31Stock Unit Award Agreement under the Plan, ~~2026~~a (new form of Performance Share Agreement under the ~~"Press~~Plan, ~~Release").~~a Anew ~~copy~~form of ~~such~~Deferred ~~press~~Performance ~~release~~Share isAgreement ~~furnished~~under asthe ~~Exhibit~~Plan, 99and a new form of Director Stock Unit Agreement under the Plan.1 toCopies ~~this~~of ~~Current~~these ~~Report~~new onforms ~~Form~~of ~~8-K~~agreement ~~and~~are isattached ~~incorporated~~hereto ~~herein~~as byExhibits ~~reference~~10.1, 10.2, 10.3, 10.4, and 10.5, respectively.

Item 7.01 Regulation FD Disclosure.

The Press Release also announced a new $1 billion share repurchase authorization, which supersedes the Company's current repurchase program and has no expiration date.

The information provided pursuant to Items 2.02 and 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
99.1						Press Release dated March 5, 2026 announcing the Company’s earnings for the fourth quarter and fiscal year ended January 31, 2026
10.1						2026 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan
10.2						2026 Form of Deferred Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan
10.3						2026 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan
10.4						2026 Form of Deferred Performance Share Agreement under the 2016 Long-Term Incentive Plan
10.5						2026 Form of Director Stock Unit Agreement under the 2016 Long-Term Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GAP, INC.
Date: March 5, 2026	By:	/s/ Katrina O’Connell
Date: March 12, 2026	By:	/s/ Julie Gruber
		Katrina O’Connell
		Julie Gruber
		Executive Vice President and
		Executive Vice President andChief Legal and ComplianceOfficer
		Chief Financial Officer

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