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GAP INC

For the period ended May 4, 2024. Filed May 31, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 4, 2024 · Filed May 31, 2024

GAP$22.23+3.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

During the 13 weeks ended May 4, 2024, none of our directors or Section 16 officers adopted, modified, orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408(a) of Regulation S-K, except as follows:

On April 9, 2024, Gurmeet Singh, Chief Digital and Technology Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 50,000 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on April 9, 2025, or when all shares under the plan are sold.

On April 5, 2024, Sarah (Sally) Gilligan, Chief Supply Chain and Transformation Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 277,388 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on April 1, 2025, or when all shares under the plan are sold.

On April 4, 2024, Mark Breitbard, President and CEO of Gap brand, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 1,190,606 shares (including 1,058,798 shares pursuant to unexercised stock options granted from 2017 to 2022) of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on April 4, 2025, or when all shares under the plan are sold.

On March 25, 2024, Horacio (Haio) Barbeito, President and CEO of Old Navy, modified a trading plan previously adopted on December 8, 2023 intended to satisfy the affirmative defense of Rule 10b5-1(c). Previously, the plan provided for the sale of up to 164,417 shares of Gap Inc. common stock, which included an estimate of the number of shares to be acquired in the future under our ESPP. 23,640 shares were sold under the plan before the modification date. As modified, up to 132,028 shares of Gap Inc. common stock may be sold under the plan. This figure does not include shares already sold under the plan and includes an estimate of the number of shares to be acquired in the future under our ESPP; however, the actual number of shares acquired under the ESPP may vary. Unless otherwise terminated pursuant to its terms, the modified plan will still terminate on December 6, 2024, or when all shares under the plan are sold.

On March 25, 2024, Sandra Stangl, former President and CEO of Banana Republic, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 229,829 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on March 31, 2025, or when all shares under the plan are sold.

On March 18, 2024, Robert Fisher, a director, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to gift up to 7,000 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on March 18, 2025, or when all shares under the plan are gifted.

On March 18, 2024, William Fisher, a director, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to gift up to 7,000 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on March 18, 2025, or when all shares under the plan are gifted.

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