Donohue Elisabeth B 4

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.