GAP INC

Current report

The following table presents information with respect to purchases of common stock of the Company made for the 13 weeks ended May 2, 2026 by the Company or any affiliated purchaser, as defined by Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended:

Current report

(3)The share repurchase authorization in Month #2 has been reduced by $200 million pursuant to the ASR Agreement and $164 million for shares not purchased pursuant to the ASR Agreement. See Note 6 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on our share repurchases.

Previous report

The following risk factor appearing in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2025, has been updated.

Previous report

Risks Related to Our Business Operations

Previous report

Trade matters, including the impact of current or potential tariffs by the United States, may disrupt our supply chain and adversely affect our business, financial condition, and results of operations.

Previous report

Our operations are subject to complex trade and customs laws, regulations, and tax requirements. The countries in which our products are manufactured or imported, or may be manufactured or imported in the future, may from time to time impose duties, tariffs, or other restrictions on our imports or adversely change existing restrictions.

Previous report

The United States has recently enacted significant changes to its trade policy and imposed or proposed imposing substantial tariffs on imported goods from a number of countries, which have increased our cost of goods sold and are expected to impact our gross margins in future quarters. Following recent trade announcements and negotiations, unless otherwise exempted or subject to a different rate, all imports into the United States are currently subject to a reciprocal tariff of at least 10 percent, and many of our sourcing countries are currently subject to significantly higher country-specific reciprocal tariffs, including Vietnam (currently 20 percent) and Indonesia (currently 19 percent). Imports to the United States from China are currently subject to an additional 10 percent special tariff. The United States has also imposed a 40 percent tariff on goods deemed to have been "transshipped" to avoid applicable reciprocal tariffs.

Previous report

In fiscal 2024, approximately 27 percent and approximately 19 percent of our merchandise, by dollar value, was purchased from factories in Vietnam and Indonesia, respectively. In fiscal 2024, less than 10 percent of our merchandise, by dollar value, was purchased from factories in China.

Previous report

There is currently significant uncertainty about the future relationship between the United States and many other countries with respect to tariffs and trade policies. The situation regarding U.S. tariffs and trade policies has been fluid and may continue to change. For example, it is possible that the United States may take additional trade actions with respect to goods deemed to have been "transshipped" or raw materials purchased from other countries, including China, by our suppliers. The risk of future changes may be particularly acute should trade tensions between the United States and other countries worsen, which could result in, among other things, increased tariffs and other trade restrictions, increased product costs, disruptions in the availability of goods, or a breakdown of international supply chains.

Previous report

Through enterprise risk management, we continue to evaluate the impact of current and potential tariffs on our supply chain, costs, sales, and profitability, as well as our strategies to mitigate negative impacts. We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful in whole or in part. To the extent that our supply chain, costs, sales, or profitability are negatively impacted by these tariffs or other trade actions, or if there is an escalation of tariffs or other trade restrictions, our business, financial condition and results of operations may be adversely affected.

Previous report

Our sourcing operations could also be adversely affected by geopolitical and financial instability in our sourcing countries, as well as U.S. or foreign labor strikes, work stoppages, boycotts, or port congestion, resulting in the disruption of trade from our sourcing countries, significant fluctuations in the value of the U.S. dollar against foreign currencies, restrictions on the transfer of funds, or other trade disruptions. Disruptions to our sourcing operations in our sourcing countries could increase the cost or reduce the supply of apparel available to us and adversely affect our business, financial condition and results of operations.

Current report — wording carried from elsewhere

(2)In February 2026, the Board approved a $1 billion share repurchase authorization, which has no expiration date.