GAP INC
For the period ended Jan 31, 2026. Filed Mar 17, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Mar 17, 2026
GAP$21.97-1.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| 1. | Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Form 10-K. |
| 2. | Financial Statement Schedules: Schedules are included in the Consolidated Financial Statements or notes of this Form 10-K or are not required. |
| 3. | Exhibits: The exhibits listed in the below Exhibit Index are filed or incorporated by reference as part of this Form 10-K. |
Exhibit Index
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/FurnishedHerewith |
| 3.1 | Restated Certificate of Incorporation. | 10-Q | 1-7562 | 3.1 | August 30, 2024 | |
| 3.2 | Amended and Restated Bylaws (effective August 15, 2022). | 10-Q | 1-7562 | 3.3 | August 26, 2022 | |
| 4.1 | Indenture, dated as of September 27, 2021, by and among the Registrant, the Guarantors party thereto and U.S. Bank National Association as trustee, registrar and paying agent. | 8-K | 1-7562 | 4.1 | September 28, 2021 | |
| 4.2 | Form of 3.625% Senior Note due 2029, included as Exhibit A-1 to the Indenture. | 8-K | 1-7562 | 4.2 | September 28, 2021 | |
| 4.3 | Form of 3.875% Senior Note due 2031, included as Exhibit A-2 to the Indenture. | 8-K | 1-7562 | 4.3 | September 28, 2021 | |
| 4.4 | Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | X | ||||
| 10.1 | Fourth Amended and Restated Revolving Credit Agreement dated as of July 13, 2022. | 10-Q | 1-7562 | 10.1 | November 22, 2022 | |
| 10.2 | Amendment No. 1, dated as of March 27, 2024, to Fourth Amended and Restated Revolving Credit Agreement, dated as of July 13, 2022. | 10-Q | 1-7562 | 10.4 | May 31, 2024 | |
| 10.3* | Credit Card Program Agreement, dated as of April 8, 2021, by and among the Registrant, Old Navy, LLC, Banana Republic, LLC, Athleta LLC and Barclays Bank Delaware. | 10-Q | 1-7562 | 10.4 | May 28, 2021 | |
| 10.4† | Executive Management Incentive Compensation Award Plan. | DEF 14A | 1-7562 | App. A | April 7, 2015 | |
| 10.5† | Deferred Compensation Plan, amended and restated effective January 1, 2023. | 10-K | 1-7562 | 10.12 | March 14, 2023 | |
| 10.6† | Amended and Restated 2011 Long-Term Incentive Plan (effective February 26, 2014). | 8-K | 1-7562 | 10.1 | March 6, 2014 | |
| 10.7† | 2016 Long-Term Incentive Plan (effective May 17, 2016). | DEF 14A | 1-7562 | App. A | April 5, 2016 | |
| 10.8† | Amended and Restated 2016 Long-Term Incentive Plan (effective February 22, 2017). | 10-K | 1-7562 | 10.30 | March 20, 2018 | |
| 10.9† | Amended and Restated 2016 Long Term-Incentive Plan (effective May 21, 2019). | DEF 14A | 1-7562 | App. A | April 9, 2019 | |
| 10.10† | Amended and Restated 2016 Long-Term Incentive Plan (effective May 11, 2021). | DEF 14A | 1-7562 | App. B | March 30, 2021 | |
| 10.11† | Amended and Restated 2016 Long-Term Incentive Plan (effective May 9, 2023). | DEF 14A | 1-7562 | App. A | March 29, 2023 | |
| 10.12† | Amended and Restated 2016 Long-Term Incentive Plan (effective July 1, 2024). | 10-K | 1-7562 | 10.12 | March 18, 2025 |
|---|---|---|---|---|---|
| 10.13† | Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 6, 2015 |
| 10.14† | Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. | 10-K | 1-7562 | 10.60 | March 21, 2016 |
| 10.15† | Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 9, 2017 |
| 10.16† | Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 16, 2018 |
| 10.17† | Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 15, 2019 |
| 10.18† | 2020 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 13, 2020 |
| 10.19† | 2021 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 9, 2021 |
| 10.20† | 2022 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 11, 2022 |
| 10.21† | 2023 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 10, 2023 |
| 10.22† | 2022 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.3 | March 11, 2022 |
| 10.23† | 2023 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.3 | March 10, 2023 |
| 10.24† | 2024 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.2 | March 15, 2024 |
| 10.25† | Form of Amendment No. 1 to 2024 Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | October 11, 2024 |
| 10.26† | 2025 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.2 | March 11, 2025 |
| 10.27† | 2025 Form of Deferred Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 10-Q | 1-7562 | 10.4 | August 29, 2025 |
| 10.28† | 2026 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.3 | March 12, 2026 |
| 10.29† | 2026 Form of Deferred Performance Share Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.4 | March 12, 2026 |
| 10.30† | Deferral Election Form for Deferred Performance Shares under the 2016 Long-Term Incentive Plan. | 10-Q | 1-7562 | 10.5 | August 29, 2025 |
| 10.31† | 2022 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.2 | March 11, 2022 |
| 10.32† | 2023 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.2 | March 10, 2023 |
| 10.33† | 2024 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 15, 2024 |
| 10.34† | 2025 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 11, 2025 |
| 10.35† | 2025 Form of Deferred Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 10-Q | 1-7562 | 10.2 | August 29, 2025 |
| 10.36† | 2026 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.1 | March 12, 2026 |
| 10.37† | 2026 Form of Deferred Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.2 | March 12, 2026 |
| 10.38† | Deferral Election Form for Deferred Restricted Stock Units under the 2016 Long-Term Incentive Plan. | 10-Q | 1-7562 | 10.3 | August 29, 2025 | |
| 10.39† | Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan. | 10-Q | 1-7562 | 10.10 | June 8, 2011 | |
| 10.40† | Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.4 | March 9, 2017 | |
| 10.41† | 2020 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.4 | March 13, 2020 | |
| 10.42† | 2024 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.3 | March 15, 2024 | |
| 10.43† | 2025 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.3 | March 11, 2025 | |
| 10.44† | 2026 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.5 | March 12, 2026 | |
| 10.45† | Letter Agreement dated March 5, 2020 by and between Mark Breitbard and the Registrant. | 10-K | 1-7562 | 10.57 | March 17, 2020 | |
| 10.46† | Letter Agreement dated March 6, 2020 by and between Katrina O'Connell and the Registrant. | 10-K | 1-7562 | 10.74 | March 17, 2020 | |
| 10.47† | Letter Agreement dated June 2, 2022 by and between Horacio Barbeito and the Registrant. | 10-Q | 1-7562 | 10.3 | August 26, 2022 | |
| 10.48† | Letter Agreement dated July 21, 2023 by and between Richard Dickson and the Registrant. | 8-K | 1-7562 | 10.1 | July 26, 2023 | |
| 10.49† | Summary of Relocation Benefits for Richard Dickson. | 10-Q | 1-7562 | 10.6 | August 25, 2023 | |
| 10.50† | Letter Agreement dated November 30, 2023 by and between Eric Chan and the Registrant. | X | ||||
| 10.51† | The Gap, Inc. Senior Executive Severance Plan (effective August 12, 2025). | 10-Q | 1-7562 | 10.1 | August 29, 2025 | |
| 10.52† | Form of Inducement Restricted Stock Unit Agreement with Richard Dickson under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.2 | July 26, 2023 | |
| 10.53† | Form of Make-Whole Restricted Stock Unit Agreement with Richard Dickson under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.3 | July 26, 2023 | |
| 10.54† | Form of Make-Whole Performance Share Agreement with Richard Dickson under the 2016 Long-Term Incentive Plan. | 8-K | 1-7562 | 10.4 | July 26, 2023 | |
| 19 | Securities Law Compliance Manual. | X | ||||
| 21 | Subsidiaries of Registrant. | X | ||||
| 23 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). | X | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). | X | ||||
| 32.1 | Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 · Certification of the Chief Financial Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
|---|---|---|---|---|---|---|
| 97 | Gap Inc. Executive Compensation Recoupment Policy. | 10-K | 1-7562 | 97 | March 19, 2024 | |
| 101 | The following materials from The Gap, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X | ||||
† Indicates management contract or compensatory plan or arrangement.
- Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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