GAP INC

Executive Compensation

2025 Potential Payments Upon Termination

POST-TERMINATION BENEFITS

Ms. O'Connell, Mr. Barbeito, Mr. Breitbard, and Mr. Chan, are each participants in the Company's Senior Executive Severance Plan (the “Severance Plan"), which provides eligibility for post-termination benefits in the case of involuntary termination without cause. Mr. Dickson does not participate in the Severance Plan. Pursuant to his offer letter, Mr. Dickson is separately eligible for post-termination payments in the case of involuntary termination without cause or resignation for good reason.

For each eligible named executive officer other than Mr. Dickson, the Severance Plan provides that, if the executive is involuntarily terminated without cause (as specified in the Severance Plan) on or prior to June 30, 2029, except during the eighteen-month period following a change in control (as specified in the 2016 Long-Term Incentive Plan), the executive is eligible to receive (in exchange for a release of claims) the following:

•Continuation of the executive’s then-current annual salary for eighteen months.

•A prorated bonus for the fiscal year in which termination occurs if the executive worked at least 3 months of the fiscal year, based on the achievement of the executive's performance goals and any applicable individual performance component (measured through the executive's termination date), as determined by the Company in its sole discretion (or, if lower, based on his or her target bonus).

•Should the executive elect to continue health coverage through COBRA, reimbursement for 75% of the COBRA premium for up to eighteen months or until the executive is no longer eligible to receive such payments.

•Six months of outplacement assistance in the form and from the provider selected by the Company.

•For up to eighteen months, reimbursement for his or her costs to maintain the financial counseling program the Company provides to senior executives.

•If the executive's termination occurs within eighteen months of his or her relocation with the Company, the executive will receive the following to relocate back to his or her home/originating location: shipment of household and office goods; reasonable lease break/cancellation fees; one-way airfare for the executive and his or her family and/or dependents; and tax reimbursement payments for taxes associated with these relocation benefits.

•Accelerated vesting of RSUs and PRSUs that remain subject only to time vesting conditions that are scheduled to vest prior to April 1 following the fiscal year of termination.

The Severance Plan further provides that if an eligible named executive officer is involuntarily terminated without cause on or prior to June 30, 2029, within eighteen months after a change in control, the executive is eligible to receive (in exchange for a release of claims) the following:

•Two times the sum of his or her then-current annual salary and annual target bonus, paid in a single lump sum.

•A prorated bonus for the fiscal year in which termination occurs if the executive worked at least 3 months of the fiscal year, based on the achievement of the executive's performance goals and any applicable individual performance component (measured through the executive's termination date), as determined by the Company in its sole discretion (or, if lower, based on his or her target bonus).

•Should the executive elect to continue health coverage through COBRA, reimbursement for 75% of the COBRA premium for up to eighteen months or until the executive is no longer eligible to receive such payments.

•Six months of outplacement assistance in the form and from the provider selected by the Company.

•For up to eighteen months, reimbursement for his or her costs to maintain the financial counseling program the Company provides to senior executives.

Executive Compensation

•If the executive's termination occurs within eighteen months of his or her relocation with the Company, the executive will receive the following to relocate back to his or her home/originating location: shipment of household and office goods; reasonable lease break/cancellation fees; one-way airfare for the executive and his or her family and/or dependents; and tax reimbursement payments for taxes associated with these relocation benefits.

•Accelerated vesting of outstanding RSUs and PRSUs, assuming target achievement of any performance-based vesting criteria to the extent performance is not completed.

For Mr. Dickson, his offer letter provides that, if he is involuntarily terminated without cause (as specified in his offer letter), or if he resigns for good reason (as specified in his offer letter), except during the eighteen-month period following a change in control (as specified in the 2016 Long-Term Incentive Plan), he is eligible to receive (in exchange for a release of claims) the following:

•Continuation of his then-current annual salary for eighteen months.

•An amount equal to one times his then-current annual target bonus, paid in substantially equal installments over eighteen months.

•Should he elect to continue health coverage through COBRA, reimbursement for 75% of the COBRA premium for up to eighteen months or until he is no longer eligible to receive such payments.

•For up to eighteen months, reimbursement for his costs to maintain the financial counseling program the Company provides to senior executives.

•Accelerated vesting of RSUs and PRSUs that remain subject only to time vesting conditions that are scheduled to vest prior to April 1 following the fiscal year of termination.

Mr. Dickson's offer letter further provides that if he is involuntarily terminated without cause, or if he resigns for good reason, within eighteen months after a change in control, he is eligible to receive (in exchange for a release of claims) the following:

•Two times the sum of his then-current annual salary and annual target bonus, paid in a single lump sum.

•A prorated bonus for the fiscal year in which termination occurs if he worked at least 3 months of the fiscal year, which will be earned based on actual financial results and assuming a 100% standard for any non-financial, individual, or discretionary component.

•Should he elect to continue health coverage through COBRA, reimbursement for 75% of the COBRA premium for up to eighteen months or until he is no longer eligible to receive such payments.

•For up to eighteen months, reimbursement for his costs to maintain the financial counseling program the Company provides to senior executives.

•Accelerated vesting of RSUs and PRSUs, assuming target achievement of any performance-based vesting criteria to the extent performance is not completed.

Pursuant to award agreements for make-whole RSUs and PRSUs granted to Mr. Dickson in connection with his joining the Company, Mr. Dickson is also eligible to receive (in exchange for a release of claims) accelerated vesting of those make-whole RSUs and PRSUs (in the case of the PRSUs, based on actual achievement, which was certified by the Compensation and Management Development Committee on March 16 2026) in the event he is involuntarily terminated without cause (as specified in his offer letter) or he resigns for good reason (as specified in his offer letter).

Executive Compensation

The following table shows the amounts that Mr. Dickson, Ms. O'Connell, Mr. Barbeito, Mr. Breitbard, and Mr. Chan would have been eligible to receive under the arrangements described above assuming that they had been terminated without cause or, in the case of Mr. Dickson, resigned for good reason, on January 31, 2026, the last day of our 2025 fiscal year, in each case, not during the eighteen month period following a change in control.

(1)Payments represent salary continuation for 18 months. The amounts do not include the deferred compensation these executives would also be entitled to receive upon termination, as described above in “2025 Nonqualified Deferred Compensation.”

(2)Except for Mr. Dickson, payments represent the fiscal 2025 bonus that was earned by each executive. For Mr. Dickson, payment represents one times his annual target bonus.

(3)No amount is shown for Mr. Dickson because he is not entitled to outplacement assistance under his offer letter.

(4)No named executive officer was eligible to receive relocation benefits as of January 31, 2026.

(5)Reflects the value of unvested stock awards that would have become vested pursuant to the arrangements described above assuming an involuntary termination without cause (or in the case of Mr. Dickson, a resignation for good reason) in each case, not during the eighteen month period following a change in control, on January 31, 2026, based on the last closing price of our common stock as of January 30, 2026, the last trading day of fiscal 2025, which was $27.98.

Executive Compensation

The following table shows the amounts that Mr. Dickson, Ms. O'Connell, Mr. Barbeito, Mr. Breitbard, and Mr. Chan would have been eligible to receive under the arrangements described above assuming that they had been terminated without cause or, in the case of Mr. Dickson, resigned for good reason, on January 31, 2026, the last day of our 2025 fiscal year, in each case, within eighteen months after a change in control.

(1)Payments represent two times the sum of each executive's annual salary and annual target bonus. The amounts do not include the deferred compensation these executives would also be entitled to receive upon termination, as described above in “2025 Nonqualified Deferred Compensation.”

(2)Except for Mr. Dickson, payments represent the fiscal 2025 bonus that was earned by each executive. For Mr. Dickson, payment represents the fiscal 2025 bonus that he would have earned for an Achieved rating, which represents 100% attainment of the individual component.

(3)No amount is shown for Mr. Dickson because he is not entitled to outplacement assistance under his offer letter.

(4)No named executive officer was eligible to receive relocation benefits as of January 31, 2026.

(5)Reflects the value of unvested stock awards that would have become vested pursuant to the arrangements described above assuming an involuntary termination without cause (or, in the case of Mr. Dickson, resignation for good reason) in each case, within eighteen months after a change in control, on January 31, 2026, based on the last closing price of our common stock as of January 30, 2026, the last trading day of fiscal 2025, which was $27.98.

ACCELERATION OF EQUITY UPON CHANGE IN CONTROL

Under the 2016 Long-Term Incentive Plan, in the event of a change in control, an acquiror may assume or substitute outstanding awards with substantially equivalent awards of the acquiror's stock (with or without performance conditions in the case of performance-based awards). Except as set forth in an award agreement, outstanding awards which are neither assumed nor substituted by the acquiror in the change in control become fully vested immediately prior to the change in control (with any performance-based awards vesting at target achievement). The table below shows the value of unvested options and unvested stock awards that would have become vested in the event of a change in control on January 31, 2026, the last day of our 2025 fiscal year, for our named executive officers who were employed as of that date, in the event that awards were not assumed or substituted as described above.

Executive Compensation

(1)Reflects the value of all unvested stock options that would have vested assuming a change in control on January 31, 2026 in which awards were not assumed or substituted as described above, based on the difference between the option exercise price and $27.98 per share, the last closing price of our common stock as of January 30, 2026, the last trading day of fiscal 2025.

(2)Reflects the value of all unvested stock awards that would have become vested assuming a change in control on January 31, 2026 in which awards were not assumed or substituted as described above, based on the last closing price of our common stock as of January 30, 2026, the last trading day of fiscal 2025, which was $27.98. Includes the target number of shares that could be earned under PRSU 4 (fiscal 2023-2025 cycle), PRSU 5 (fiscal 2024-2026 cycle), and PRSU 6 (fiscal 2025-2027 cycle). Vested awards for PRSU 4 were earned at 300% of target.

DEATH, DISABILITY, OR RETIREMENT

Our named executive officers are generally entitled to the following additional death, disability, or retirement benefits:

•Life insurance, provided to employees at the Director level and above, which provides coverage of three times base salary up to a maximum of $2 million.

•Long-term disability insurance, available to all benefits-eligible employees, which provides income replacement of 55% of base salary up to a maximum of $25,000 per month.

•Upon Retirement, our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least one year and, for PRSUs, for which the performance period has been completed. For these purposes, “Retirement” means an employee’s termination of service for any reason (other than due to an employee’s misconduct as determined by the Company in its sole discretion) after the employee has attained age 60 and completed at least five years of continuous service as an employee of the Company or an affiliate. No named executive officer was eligible for retirement-based accelerated vesting as of January 31, 2026, the last day of our 2025 fiscal year. The make-whole RSUs and PRSUs granted to Mr. Dickson do not provide for retirement-based accelerated vesting.

•Upon death or termination on account of disability, our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least one year and, for PRSUs, for which the performance period has been completed. The make-whole RSUs and PRSUs granted to Mr. Dickson are subject to accelerated vesting in the event of his death or termination on account of disability (in the case of the PRSUs, based on actual achievement, which was certified by the Compensation and Management Development Committee on March 16, 2026).

The table below shows the value of all unvested stock options and unvested stock awards that would have become vested in the event of the named executive officer’s death or termination on account of disability on January 31, 2026, the last day of our 2025 fiscal year, for our named executive officers who were employed as of that date.

(1)Reflects the value of all unvested stock options that would have become vested assuming the named executive officer had died or terminated on account of disability on January 31, 2026, based on the difference between the option exercise price and the last closing price of our common stock on January 30, 2026, the last trading day of fiscal 2025 ($27.98).

(2)Reflects the value of all unvested stock awards that would have become vested assuming the named executive officer had died or terminated on account of disability on January 31, 2026, based on the last closing price of our common stock on January 30, 2026, the last trading day of fiscal 2025 ($27.98).