GAP INC·4

Jul 1, 4:57 PM ET

Donohue Elisabeth B 4

4 · GAP INC · Filed Jul 1, 2026

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GAP Director Elisabeth Donohue Receives Stock Awards

What Happened Elisabeth B. Donohue, a director of Gap Inc. (GAP), received two equity awards on June 30, 2026: 1,812.55 dividend-equivalent rights and 9,903 stock units, for a total of 11,715.55 award units. Both grants were reported at a $0 acquisition price (awards/derivatives), so no cash was paid. These awards are compensation grants rather than open-market purchases or sales.

Key Details

  • Transaction date: June 30, 2026; Form filed July 1, 2026 (no late filing indicated).
  • Awards: 1,812.55 dividend-equivalent rights (F1, F2) and 9,903 stock units (F4, F5).
  • Reported price/value: $0 acquisition price (award); reported monetary value = $0 on the Form 4.
  • Vesting/delivery: Both the dividend-equivalent rights and the stock units are immediately vested, but delivery of shares is deferred — generally until three years from the grant date unless further deferred, or sooner if the director leaves the Board (per F2 and F5).
  • Shares owned after the transaction: not specified in the filing.
  • Filing timeliness: filed promptly (transaction 6/30/2026, Form 4 filed 7/1/2026).

Context These were director compensation awards (dividend equivalents and contingent stock units). They represent future rights to receive Gap common stock rather than an immediate purchase or sale of shares. Such grants are routine for board compensation; immediate vesting but deferred delivery means Donohue has earned the awards but will not receive the underlying shares until the stated delivery date or upon cessation of board service.

Insider Transaction Report

Form 4
Period: 2026-06-30
Transactions
  • Award

    Dividend Equivalent Rights

    [F1][F2][F3]
    2026-06-30+1,812.554,680.798 total
    Exercise: $0.00Common Stock (1,812.55 underlying)
  • Award

    Stock Units

    [F4][F5][F3]
    2026-06-30+9,90357,705 total
    Exercise: $0.00Common Stock (9,903 underlying)
Footnotes (5)
  • [F1]Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
  • [F2]The dividend equivalent rights accrued on stock units originally granted on June 30, 2022, 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.
  • [F3]Not applicable.
  • [F4]Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
  • [F5]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.
Signature
By: Susanna Zhang, Power of Attorney For: Elisabeth Donohue|2026-07-01

Documents

1 file
  • 4
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