gap-20250802

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-7562

THE GAP, INC.

(Exact name of registrant as specified in its charter)


Delaware						94-1697231
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Two Folsom Street

San Francisco, California 94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 427-0100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.05 par value

GAP

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares of the registrant’s common stock outstanding as of August 22, 2025 was 371,047,226.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “project,” and similar expressions also identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the following:

•monitoring the impact of changes in U.S. trade policy and tariffs on the assumptions and estimates used when preparing our financial information;

•the impact of recent accounting pronouncements;

•the timing of revenue recognition of upfront payments related to our credit card program agreement;

•the timing of recognition in income of unrealized gains and losses from designated cash flow hedges;

•the impact of losses due to indemnification obligations on the Condensed Consolidated Financial Statements;

•the outcome of proceedings, lawsuits, disputes, and claims, including the impact of such actions on the Condensed Consolidated Financial Statements and our financial results;

•the Gap Taiwan operations;

•our arrangements with third parties to operate stores and websites selling apparel and related products under our brand names;

•maintaining and building upon financial and operational rigor, through an optimized cost structure and disciplined inventory management;

•reinvigorating our brands to drive relevance and an engaging omni-channel experience;

•strengthening and evolving our operating platform with a digital-first mindset to drive scale and efficiency;

•energizing our culture by attracting and retaining strong talent;

•continuing to integrate sustainability into business practices to support long-term growth;

•continuing to monitor macroeconomic conditions and changes in U.S. trade policy and tariffs;

•the impact of changes in U.S. trade policy and tariffs on our merchandise costs and gross margins, and continuing to evaluate potential mitigating actions;

•the impact of macroeconomic factors on consumer behavior and continued uncertainty related to the macroeconomic environment;

•our ability to supplement near-term liquidity, if necessary, with our ABL Facility (as defined below) or other available market instruments;

•the impact of the seasonality of our operations, in addition to the impact of macroeconomic factors, on certain cash inflows and outflows;

•the ability of our current balances of cash, cash equivalents, and short-term investments, along with our cash flows from operations, our ABL Facility, and other available market instruments to support our business operations and liquidity requirements;

•the importance of our sustained ability to generate free cash flow, which is a non-GAAP financial measure and is defined and discussed in more detail in Part I, Item 2 of this Form 10-Q below;

•our dividend policy, including the potential timing and amounts of future dividends; and

•the impact of changes in internal control over financial reporting.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following risks, any of which could have an adverse effect on our business, financial condition, results of operations, or reputation:

•the overall global economic and geopolitical environment, uncertainties related to government fiscal, monetary, trade, and tax policies, and consumer spending patterns;

•recent changes in U.S. trade policy and tariffs, and the risk of potential future changes or worsening trade tensions between the United States and other countries;

•the risk that trade matters, including tariffs on goods imported from our sourcing countries, could further increase our costs, or reduce the supply of apparel available to us;

•the risk that our enterprise risk management efforts will not be successful in mitigating the negative impact of tariffs;

•the highly competitive nature of our business in the United States and internationally;

•the risk that we or our franchisees may be unsuccessful in gauging apparel trends and changing consumer preferences or responding with sufficient lead time;

•the risk that we fail to maintain, enhance and protect our brand image and reputation;

•the risk that we do not successfully implement our marketing efforts, or that our talent partnerships expose us to reputational or other risks;

•the risk that we fail to manage key executive succession and retention and to continue to attract qualified personnel;

•the risk that we may be unable to manage our inventory and fulfillment operations effectively and the resulting impact on our sales and results of operations;

•the risk that our investments in customer, digital, omni-channel, and other strategic initiatives may not deliver the results we anticipate;

•the risk that failures of, or updates or changes to, our digital and information technology systems, including our continued integration of data science and artificial intelligence, may disrupt our operations;

•the risk of loss or theft of assets, including inventory shortage;

•the risks to our business, including our costs and global supply chain, associated with global sourcing and manufacturing;

•the risks of U.S. or foreign labor strikes, work stoppages, boycotts, port congestion, and other disruptions to our sourcing operations;

•the risks to our reputation or operations associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct;

•the risk that we or our franchisees may be unsuccessful in identifying, negotiating, and securing new store locations and renewing, modifying, or terminating leases for existing store locations effectively;

•the risk that our franchisees and licensees could impair the value of our brands;

•the risk that our efforts to expand internationally may not be successful;

•engaging in or seeking to engage in strategic transactions that are subject to various risks and uncertainties;

•the risk of information security breaches or vulnerabilities that may result in increased costs, violations of law, significant legal and financial exposure, and a loss of confidence in our security measures;

•the risk that our technology systems that support our e-commerce platform may not be effective or function properly;

•reductions in income and cash flow from our credit card programs;

•the risk of foreign currency exchange rate fluctuations;

•the risk that our comparable sales and margins may experience fluctuations or that we may fail to meet financial market expectations;

•evolving regulations and expectations with respect to environmental, social, and governance matters, and increased scrutiny of diversity, equity, and inclusion initiatives;

•the risk that our level of indebtedness may impact our ability to operate and expand our business;

•the risk that we and our subsidiaries may be unable to meet our obligations under our indebtedness agreements;

•the risk that covenants in our indebtedness agreements may restrict or limit our business;

•the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital markets;

•the adverse impacts of climate change on our business;

•natural disasters, public health crises, political crises, negative global climate patterns, or other catastrophic events;

•our failure to comply with applicable laws and regulations and changes in the regulatory or administrative landscape;

•the risk that we will not be successful in defending various proceedings, lawsuits, disputes, and claims;

•the risk that the assumptions and estimates used when preparing the Condensed Consolidated Financial Statements, including estimates and assumptions regarding inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, deferred revenue, and the impairment of long-lived assets, are inaccurate or may change, and the resulting impact on our results of operations;

•the risk that changes in the geographic mix and level of income or losses, the expected or actual outcome of audits, changes in deferred tax valuation allowances, and new legislation could impact our effective tax rate, or that we may be required to pay amounts in excess of established tax liabilities; and

•the risk that the adoption of new accounting pronouncements will impact future results.

Additional information regarding factors that could cause results to differ can be found in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025, and our other filings with the U.S. Securities and Exchange Commission.

Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of August 29, 2025. We assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

We suggest that this document be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

WHERE YOU CAN FIND MORE INFORMATION

Investors and others should note that Gap Inc. announces material financial and operational information to its investors using its Investor Relations website, press releases, SEC filings, and public conference calls and webcasts. Gap Inc. and each of its brands also use LinkedIn and Instagram as a means of disclosing information about Gap Inc. and for complying with disclosure obligations under Regulation FD. The social media channels that Gap Inc. and its brands intend to use as a means of disclosing information described above may be updated from time to time as listed on Gap Inc.’s Investor Relations website. The information we post through these channels is not part of this Quarterly Report.

THE GAP, INC.

TABLE OF CONTENTS


		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of August 2 , 2025, February 1, 2025, and August 3 , 2024	1

	Condensed Consolidated Statements of Operations for the 13 Weeks and 2 6 Weeks Ended August 2 , 2025 and August 3 , 2024	2

	Condensed Consolidated Statements of Comprehensive Income for the 13 Weeks and 2 6 Weeks Ended August 2 , 2025 and August 3 , 2024	3

	Condensed Consolidated Statements of Stockholders' Equity for the 13 Weeks and 26 Weeks Ended August 2 , 2025 and August 3 , 2024	4

	Condensed Consolidated Statements of Cash Flows for the 26 Weeks Ended August 2 , 2025 and August 3 , 2024	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

THE GAP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


($ and shares in millions except par value)	August 2, 2025		February 1, 2025		August 3, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,194	$	2,335	$	1,900
Short-term investments	238		253		246
Merchandise inventory	2,294		2,067		2,107
Other current assets	651		548		556
Total current assets	5,377		5,203		4,809
Property and equipment, net of accumulated depreciation of $5,008, $4,930, and $4,926	2,478		2,496		2,525
Operating lease assets	3,397		3,240		3,185
Other long-term assets	894		946		990
Total assets	$	12,146	$	11,885	$	11,509
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,656	$	1,488	$	1,522
Accrued expenses and other current liabilities	881		1,083		1,029
Current portion of operating lease liabilities	631		632		613
Income taxes payable	29		53		60
Total current liabilities	3,197		3,256		3,224
Long-term liabilities:

Long-term debt	1,491		1,490		1,489
Long-term operating lease liabilities	3,470		3,353		3,357
Other long-term liabilities	555		522		538
Total long-term liabilities	5,516		5,365		5,384
Commitments and contingencies (see Note 9)
Stockholders’ equity:
Common stock $0.05 par value
Authorized 2,300 shares for all periods presented; Issued and Outstanding 371, 374, and 376 shares	19		19		19
Additional paid-in capital	48		146		159
Retained earnings	3,325		3,039		2,672
Accumulated other comprehensive income	41		60		51
Total stockholders’ equity	3,433		3,264		2,901
Total liabilities and stockholders’ equity	$	12,146	$	11,885	$	11,509

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	13 Weeks Ended				26 Weeks Ended
($ and shares in millions except per share amounts)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net sales	$	3,725	$	3,720	$	7,188	$	7,108
Cost of goods sold and occupancy expenses	2,189		2,137		4,204		4,128
Gross profit	1,536		1,583		2,984		2,980
Operating expenses	1,244		1,290		2,432		2,482
Operating income	292		293		552		498
Interest expense	23		24		46		45
Interest income	(27)		(27)		(53)		(51)
Income before income taxes	296		296		559		504
Income tax expense	80		90		150		140
Net income	$	216	$	206	$	409	$	364
Weighted-average number of shares - basic	373		376		374		375
Weighted-average number of shares - diluted	379		383		381		383
Earnings per share - basic	$	0.58	$	0.55	$	1.09	$	0.97
Earnings per share - diluted	$	0.57	$	0.54	$	1.07	$	0.95

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	13 Weeks Ended				26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net income	$	216	$	206	$	409	$	364
Other comprehensive income (loss), net of tax
Foreign currency translation and other, net of tax expense of $—, $—, $1, $—	(3)		4		(5)		3
Change in fair value of derivative financial instruments, net of tax expense (tax benefit) of $1, $4, $(1), $5	4		(1)		(10)		6
Reclassification adjustment for (gains) losses on derivative financial instruments, net of tax expense of $—, $(5), $(1), $(5)	—		1		(4)		(1)
Other comprehensive income (loss), net of tax	1		4		(19)		8
Comprehensive income	$	217	$	210	$	390	$	372

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income
($ and shares in millions except per share amounts)	Shares	Amount								Total
Balance as of May 3, 2025	374	$	19	$	91	$	3,171	$	40	$	3,321
Net income for the 13 weeks ended August 2, 2025						216				216
Other comprehensive income, net of tax								1		1



Repurchases and retirement of common stock	(3)	—		(82)		—				(82)
Issuance of common stock related to stock options and employee stock purchase plans	—	—		6						6
Issuance of common stock and withholding tax payments related to vesting of stock units	—	—		(1)						(1)
Share-based compensation, net of forfeitures				34						34
Common stock dividends declared and paid ($0.165 per share)						(62)				(62)
Balance as of August 2, 2025	371	$	19	$	48	$	3,325	$	41	$	3,433

Balance as of May 4, 2024	375	$	19	$	119	$	2,522	$	47	$	2,707

Net income for the 13 weeks ended August 3, 2024						206				206
Other comprehensive income, net of tax								4		4




Issuance of common stock related to stock options and employee stock purchase plans	—	—		11						11
Issuance of common stock and withholding tax payments related to vesting of stock units	1	—		(2)						(2)
Share-based compensation, net of forfeitures				31						31
Common stock dividends declared and paid ($0.15 per share)						(56)				(56)
Balance as of August 3, 2024	376	$	19	$	159	$	2,672	$	51	$	2,901

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income
($ and shares in millions except per share amounts)	Shares	Amount								Total
Balance as of February 1, 2025	374	$	19	$	146	$	3,039	$	60	$	3,264
Net income for the 26 weeks ended August 2, 2025						409				409
Other comprehensive income, net of tax								(19)		(19)




Repurchases and retirement of common stock	(7)	—		(152)		—				(152)
Issuance of common stock related to stock options and employee stock purchase plans	1	—		12						12
Issuance of common stock and withholding tax payments related to vesting of stock units	3	—		(29)						(29)
Share-based compensation, net of forfeitures				71						71
Common stock dividends declared and paid ($0.33 per share)						(123)				(123)
Balance as of August 2, 2025	371	$	19	$	48	$	3,325	$	41	$	3,433

Balance as of February 3, 2024	372	$	19	$	113	$	2,420	$	43	$	2,595

Net income for the 26 weeks ended August 3, 2024						364				364
Other comprehensive income, net of tax								8		8




Issuance of common stock related to stock options and employee stock purchase plans	1	—		21						21
Issuance of common stock and withholding tax payments related to vesting of stock units	3	—		(33)						(33)
Share-based compensation, net of forfeitures				58						58
Common stock dividends declared and paid ($0.30 per share)						(112)				(112)
Balance as of August 3, 2024	376	$	19	$	159	$	2,672	$	51	$	2,901

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024
Cash flows from operating activities:
Net income	$	409	$	364
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	243		247

Share-based compensation	71		58





Non-cash and other items	4		(1)



Deferred income taxes	62		(8)
Changes in operating assets and liabilities:
Merchandise inventory	(214)		(118)
Other current assets and other long-term assets	(79)		(33)

Accounts payable	137		155
Accrued expenses and other current liabilities	(244)		(88)
Income taxes payable, net of receivables and other tax-related items	(45)		61
Other long-term liabilities	7		(7)
Operating lease assets and liabilities, net	(43)		(51)
Net cash provided by operating activities	308		579
Cash flows from investing activities:
Purchases of property and equipment	(181)		(182)




Purchases of short-term investments	(145)		(276)
Proceeds from sales and maturities of short-term investments	162		33




Net cash used for investing activities	(164)		(425)
Cash flows from financing activities:







Proceeds from issuances under share-based compensation plans	12		21
Withholding tax payments related to vesting of stock units	(29)		(33)
Repurchases of common stock	(152)		—

Cash dividends paid	(123)		(112)

Net cash used for financing activities	(292)		(124)
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash	5		(2)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(143)		28
Cash, cash equivalents, and restricted cash at beginning of period	2,365		1,901
Cash, cash equivalents, and restricted cash at end of period	$	2,222	$	1,929



Supplemental disclosure of cash flow information:
Cash paid for interest during the period	$	32	$	31
Cash paid for income taxes during the period, net of refunds	$	142	$	97

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Accounting Policies

Basis of Presentation

In the opinion of The Gap, Inc. (Gap Inc., the “Company,” “we,” and “our”) management, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments (except as otherwise disclosed) considered necessary to present fairly our financial position, results of operations, comprehensive income, stockholders' equity, and cash flows as of August 2, 2025 and August 3, 2024 and for all periods presented. The Condensed Consolidated Balance Sheet as of February 1, 2025 has been derived from our audited financial statements.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted from these interim financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Our most significant accounting judgments include, but are not limited to, estimates and assumptions used for inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, deferred revenue, and the impairment of long-lived assets.

The United States has recently enacted significant changes to its trade policy and imposed substantial tariffs on imported goods from a number of countries. We will continue to consider the impact of these developments on the assumptions and estimates used when preparing our quarterly financial statements.

Restricted Cash

As of August 2, 2025, February 1, 2025, and August 3, 2024, restricted cash primarily included consideration that serves as collateral for our insurance obligations and certain other obligations occurring in the normal course of business. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows:


($ in millions)	August 2, 2025		February 1, 2025		August 3, 2024
Cash and cash equivalents, per Condensed Consolidated Balance Sheets	$	2,194	$	2,335	$	1,900

Restricted cash included in other long-term assets	28		30		29
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows	$	2,222	$	2,365	$	1,929

Accounting Pronouncements

Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.

ASU No. 2023-09, Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. The ASU is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact that this ASU will have on the Company's disclosures.

ASU No. 2024-03, Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The ASU is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied on either a prospective or retrospective basis. We are currently assessing the impact that this ASU will have on the Company's disclosures.

Note 2. Revenue

We disaggregate our net sales by channel and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise; the distribution center or store from which the products were shipped; or the region of the franchise or licensing partner.

Net sales disaggregated by channel are as follows:


	13 Weeks Ended				26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024

Store and franchise sales	$	2,440	$	2,476	$	4,547	$	4,582
Online sales (1)	1,285		1,244		2,641		2,526
Total net sales	$	3,725	$	3,720	$	7,188	$	7,108

__________

(1)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.

Net sales disaggregated by brand and region are as follows:


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (2)		Total
13 Weeks Ended August 2, 2025
U.S. (1)	$	1,978	$	581	$	408	$	290	$	28	$	3,285
Canada	157		76		46		9		—		288


Other regions	15		115		21		1		—		152
Total	$	2,150	$	772	$	475	$	300	$	28	$	3,725


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (2)		Total
13 Weeks Ended August 3, 2024
U.S. (1)	$	1,953	$	579	$	414	$	327	$	14	$	3,287
Canada	159		77		43		10		—		289


Other regions	11		110		22		1		—		144
Total	$	2,123	$	766	$	479	$	338	$	14	$	3,720


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (2)		Total
26 Weeks Ended August 2, 2025
U.S. (1)	$	3,804	$	1,126	$	781	$	589	$	50	$	6,350
Canada	297		137		81		17		—		532


Other regions	30		233		41		2		—		306
Total	$	4,131	$	1,496	$	903	$	608	$	50	$	7,188


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (2)		Total
26 Weeks Ended August 3, 2024
U.S. (1)	$	3,714	$	1,092	$	797	$	645	$	28	$	6,276
Canada	305		143		79		20		—		547


Other regions	20		220		43		2		—		285
Total	$	4,039	$	1,455	$	919	$	667	$	28	$	7,108

__________

(1)U.S. includes the United States and Puerto Rico.

(2)Primarily consists of net sales from revenue-generating strategic initiatives.

We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, licensing agreements, outstanding loyalty points, and reimbursements of loyalty program rewards associated with our credit card agreement. For the 13 weeks ended August 2, 2025, the opening balance of deferred revenue for these obligations was $249 million, of which $84 million was recognized as revenue during the period. For the 26 weeks ended August 2, 2025, the opening balance of deferred revenue for these obligations was $273 million, of which $137 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $248 million as of August 2, 2025.

For the 13 weeks ended August 3, 2024, the opening balance of deferred revenue for these obligations was $310 million, of which $116 million was recognized as revenue during the period. For the 26 weeks ended August 3, 2024, the opening balance of deferred revenue for these obligations was $337 million, of which $181 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $280 million as of August 3, 2024.

In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a long-term credit card program. The Company received an upfront payment of $60 million related to the agreements prior to the program launch in May 2022, which is being recognized as revenue over the term of the agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards.

Note 3. Income Taxes

The effective income tax rate was 27.0 percent for the 13 weeks ended August 2, 2025, compared with 30.4 percent for the 13 weeks ended August 3, 2024. The decrease in the effective tax rate is primarily due to prior year increases to certain income tax reserves, as well as changes in the amount and mix of jurisdictional earnings.

The effective income tax rate was 26.8 percent for the 26 weeks ended August 2, 2025, compared with 27.8 percent for the 26 weeks ended August 3, 2024. The decrease in the effective tax rate is primarily due to prior year increases to certain income tax reserves and changes in the amount and mix of jurisdictional earnings, partially offset by less favorable impacts of stock-based compensation.

On July 4, 2025, the One Big Beautiful Bill Act of 2025 (the “OBBBA”) was enacted in the United States. The OBBBA changes existing U.S. income tax law and includes numerous provisions that affect corporations, such as permanently extending certain expiring provisions from the Tax Cuts and Jobs Act, modification of the international tax framework, and restoration of favorable tax treatment for certain business provisions such as bonus depreciation and Section 174 research and experimentation expensing. The legislation has multiple effective dates, with certain provisions effective in fiscal 2025 and others implemented through fiscal 2027.

The Company included the impact of the OBBBA tax legislation in the second quarter of fiscal 2025, the period of enactment, and the impact was not material to the Condensed Consolidated Financial Statements.

Note 4. Debt and Credit Facilities

Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:


($ in millions)	August 2, 2025		February 1, 2025		August 3, 2024






2029 Notes	$	750	$	750	$	750
2031 Notes	750		750		750
Less: Unamortized debt issuance costs	(9)		(10)		(11)
Total long-term debt	$	1,491	$	1,490	$	1,489

The scheduled maturity of the Senior Notes is as follows:


Scheduled Maturity ($ in millions)	Principal		Interest Rate		Interest Payments

October 1, 2029 (1)	$	750	3.625	%	Semi-Annual
October 1, 2031 (2)	750		3.875	%	Semi-Annual
Total issuance	$	1,500

__________

(1)On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.

(2)Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.

We have $1.5 billion aggregate principal amount of 3.625 percent senior notes due 2029 (“2029 Notes”) and 3.875 percent senior notes due 2031 (“2031 Notes”) (the 2029 Notes and the 2031 Notes, collectively, the “Senior Notes”). As of August 2, 2025, the aggregate estimated fair value of the Senior Notes was $1.36 billion and was based on the quoted market prices for each of the Senior Notes (level 1 inputs) as of the last business day of the fiscal quarter. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Condensed Consolidated Balance Sheets, net of the unamortized debt issuance costs.

We also have a senior secured asset-based revolving credit agreement (the "ABL Facility"), which has a $2.2 billion borrowing capacity and generally bears interest at a per annum rate based on Secured Overnight Financing Rate ("SOFR") (subject to a zero floor) plus a margin, depending on borrowing base availability. The ABL Facility is scheduled to expire in July 2027 and is available for working capital, capital expenditures, and other general corporate purposes.

There were no borrowings under the ABL Facility as of August 2, 2025, February 1, 2025, or August 3, 2024.

We also have the ability to issue letters of credit on our ABL Facility. As of August 2, 2025, we had $46 million in standby letters of credit issued under the ABL Facility.

Note 5. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.

There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements for the 13 and 26 weeks ended August 2, 2025 or August 3, 2024.

Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows:


			Fair Value Measurements at Reporting Date Using
($ in millions)	August 2, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	235	$	225	$	10	$	—
Short-term investments	238		117		121		—
Derivative financial instruments	9		—		9		—
Deferred compensation plan assets	42		42		—		—
Other assets	3		—		—		3
Total	$	527	$	384	$	140	$	3
Liabilities:
Derivative financial instruments	$	6	$	—	$	6	$	—
			Fair Value Measurements at Reporting Date Using
($ in millions)	February 1, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	310	$	302	$	8	$	—
Short-term investments	253		132		121		—
Derivative financial instruments	33		—		33		—
Deferred compensation plan assets	36		36		—		—
Other assets	3		—		—		3
Total	$	635	$	470	$	162	$	3
Liabilities:
Derivative financial instruments	$	—	$	—	$	—	$	—
			Fair Value Measurements at Reporting Date Using
($ in millions)	August 3, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	9	$	3	$	6	$	—
Short-term investments	246		124		122		—
Derivative financial instruments	16		—		16		—
Deferred compensation plan assets	40		40		—		—
Other assets	4		—		—		4
Total	$	315	$	167	$	144	$	4
Liabilities:
Derivative financial instruments	$	3	$	—	$	3	$	—

We have highly liquid fixed and variable income investments classified as cash equivalents and short-term investments. All highly liquid investments with original maturities of three months or less at the time of purchase are classified as cash and cash equivalents on the Condensed Consolidated Balance Sheets. Our cash equivalents are comprised of money market funds and time deposits recorded at amortized cost, which approximates fair value, as well as debt securities recorded at fair value using market prices for identical or similar assets. We also have highly liquid investments with original maturities of greater than three months and less than two years that are classified as short-term investments on the Condensed Consolidated Balance Sheets. These debt securities are also recorded at fair value using market prices for identical or similar assets.

There were no material realized or unrealized gains or losses or impairment charges related to short-term investments during the 13 and 26 weeks ended August 2, 2025 or August 3, 2024.

Derivative financial instruments primarily include foreign exchange forward contracts. See Note 6 of Notes to Condensed Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar.

We maintain the Gap Inc. Deferred Compensation Plan (“DCP”), which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded in other long-term assets on the Condensed Consolidated Balance Sheets.

Nonfinancial Assets

We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of the long-lived assets is determined using level 3 inputs and based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the risk. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level.

There were no material impairment charges recorded for long-lived assets during the 13 and 26 weeks ended August 2, 2025 or August 3, 2024.

We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

There were no impairment charges recorded for goodwill or other indefinite-lived intangible assets during the 13 and 26 weeks ended August 2, 2025 or August 3, 2024.

Note 6. Derivative Financial Instruments

We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are the Canadian dollar, Japanese yen, British pound, New Taiwan dollar, and Euro. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.

Derivative financial instruments are recorded at fair value on the Condensed Consolidated Balance Sheets as other current assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities.

Cash Flow Hedges

We designate foreign exchange forward contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies as cash flow hedges. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs generally have terms of up to 24 months. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (loss) and is recognized into net income during the period in which the underlying transaction impacts the Condensed Consolidated Statements of Operations.

Other Derivatives Not Designated as Hedging Instruments

We use foreign exchange forward contracts to hedge our market risk exposure associated with foreign currency exchange rate fluctuations for certain intercompany balances denominated in currencies other than the functional currency of the entity with the intercompany balance. The gain or loss on the derivative financial instruments that represent economic hedges, as well as the remeasurement impact of the underlying intercompany balances, is recorded in operating expenses on the Condensed Consolidated Statements of Operations in the same period and generally offset each other.

Outstanding Notional Amounts

We had foreign exchange forward contracts outstanding in the following notional amounts:


($ in millions)	August 2, 2025		February 1, 2025		August 3, 2024
Derivatives designated as cash flow hedges	$	527	$	363	$	457
Derivatives not designated as hedging instruments	422		419		410
Total	$	949	$	782	$	867

Quantitative Disclosures about Derivative Financial Instruments

The fair values of foreign exchange forward contracts are as follows:


($ in millions)	August 2, 2025		February 1, 2025		August 3, 2024
Derivatives designated as cash flow hedges:
Other current assets	$	4	$	20	$	8
Other long-term assets	2		—		2
Accrued expenses and other current liabilities	1		—		2
Other long-term liabilities	—		—		1







Derivatives not designated as hedging instruments:
Other current assets	3		13		6
Accrued expenses and other current liabilities	5		—		—

Total derivatives in an asset position	$	9	$	33	$	16
Total derivatives in a liability position	$	6	$	—	$	3

The majority of the unrealized gains and losses from designated cash flow hedges as of August 2, 2025 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of August 2, 2025 shown above.

Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were not material for all periods presented.

See Note 5 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.

The pre-tax amounts recognized in net income related to derivative instruments are as follows:


	Location and Amount of Gain Recognized in Net Income
	13 Weeks Ended August 2, 2025				13 Weeks Ended August 3, 2024
($ in millions)	Cost of goods sold and occupancy expenses		Operating expenses		Cost of goods sold and occupancy expenses		Operating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded	$	2,189	$	1,244	$	2,137	$	1,290

Gain recognized in net income
Derivatives designated as cash flow hedges	—		—		(4)		—

Derivatives not designated as hedging instruments	—		(1)		—		(6)
Total gain recognized in net income	$	—	$	(1)	$	(4)	$	(6)


	Location and Amount of (Gain) Loss Recognized in Net Income
	26 Weeks Ended August 2, 2025				26 Weeks Ended August 3, 2024
($ in millions)	Cost of goods sold and occupancy expense		Operating expenses		Cost of goods sold and occupancy expense		Operating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded	$	4,204	$	2,432	$	4,128	$	2,482

(Gain) loss recognized in net income
Derivatives designated as cash flow hedges	(5)		—		(6)		—
Derivatives not designated as hedging instruments	—		20		—		(13)
Total (gain) loss recognized in net income	$	(5)	$	20	$	(6)	$	(13)

Note 7. Share Repurchases

Share repurchase activity is as follows:


	13 Weeks Ended				26 Weeks Ended
($ and shares in millions except average per share cost)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Number of shares repurchased (1)	3		—		7		—
Total cost	$	82	$	—	$	152	$	—
Average per share cost including commissions	$	23.67	$	—	$	21.41	$	—

__________

(1)Excludes shares withheld to settle employee tax withholding payments related to the vesting of stock units.

In February 2019, the Company's Board of Directors (the "Board") approved a $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). The February 2019 repurchase program had $249 million remaining as of August 2, 2025. All common stock repurchased is immediately retired.

Note 8. Earnings Per Share

Weighted-average number of shares used for earnings per share is as follows:


	13 Weeks Ended		26 Weeks Ended
(shares in millions)	August 2, 2025	August 3, 2024	August 2, 2025	August 3, 2024
Weighted-average number of shares - basic	373	376	374	375
Common stock equivalents	6	7	7	8
Weighted-average number of shares - diluted	379	383	381	383

The anti-dilutive shares related to stock options and other stock awards excluded from computations of weighted-average number of shares – diluted exclude 2 million for each of the 13 weeks ended August 2, 2025 and August 3, 2024, and 2 million and 3 million for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively, as their inclusion would have an anti-dilutive effect on earnings per share.

Note 9. Commitments and Contingencies

We are a party to a variety of contractual agreements under which we may be obligated to indemnify the other party for certain matters. These contracts primarily relate to our commercial contracts, operating leases, trademarks, intellectual property, financial agreements, and various other agreements. Under these contracts, we may provide certain routine indemnifications relating to representations and warranties (e.g., ownership of assets, environmental or tax indemnifications), or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. Generally, the maximum obligation under such indemnifications is not explicitly stated, and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our Condensed Consolidated Financial Statements taken as a whole.

As a multinational company, we are subject to various proceedings, lawsuits, disputes, and claims ("Actions") arising in the ordinary course of our business. Many of these Actions raise complex factual, tax, and legal issues and are subject to uncertainties. As of August 2, 2025, Actions filed against us included commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As of August 2, 2025, February 1, 2025, and August 3, 2024, we recorded a liability for an estimated loss if the outcome of an Action is expected to result in a loss that is considered probable and reasonably estimable. The liability recorded was not material for any individual Action or in total for all periods presented. Subsequent to August 2, 2025, and through the filing date of this Quarterly Report on Form 10-Q, no information has become available that indicates a change is required that would be material to our Condensed Consolidated Financial Statements taken as a whole.

We cannot predict with assurance the outcome of Actions brought against us. However, we do not believe that the outcome of any current Action would have a material effect on our Condensed Consolidated Financial Statements taken as a whole.

Note 10. Segment Information

We identify our operating segments according to how our business activities are managed and evaluated. As of August 2, 2025, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each of our brands serves customer demand through our store and franchise channel and our online channel, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our brands. Additionally, our products, suppliers, customers, methods of distribution, and regulatory environment are similar across our brands. We have determined that each of our operating segments share similar qualitative and economic characteristics, and therefore the results of our operating segments are aggregated into one reportable segment as of August 2, 2025. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments.

Gap Inc.’s chief operating decision maker ("CODM") is our President and Chief Executive Officer. The CODM reviews measures of segment profit or loss by comparing budgeted versus actual and forecasted results for purposes of assessing performance, allocating resources, and making decisions. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets in total.

The following table presents information for segment profit and significant expenses:


	13 Weeks Ended				26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net sales	$	3,725	$	3,720	$	7,188	$	7,108
Cost of goods sold	1,725		1,668		3,279		3,189
Occupancy expenses (1)	464		469		925		939
Operating expenses (2)	1,244		1,290		2,432		2,482
Operating income	$	292	$	293	$	552	$	498

__________

(1)Occupancy expenses include lease and other occupancy related cost, depreciation, and amortization related to our store operations, distribution centers, information technology, and certain corporate functions.

(2)Operating expenses primarily include payroll and benefits expenses, advertising expenses, information technology expenses and maintenance costs, and other administrative expenses.

See Note 2 of Notes to Condensed Consolidated Financial Statements for disaggregation of revenue by channel and by brand and region.

Note 11. Divestitures

As previously disclosed, on November 7, 2022, we signed agreements to transition our Gap China and Gap Taiwan ("Gap Greater China") operations to a third party, Baozun Inc. ("Baozun"), to operate Gap Greater China stores and the in-market website as a franchise partner, subject to regulatory approvals and closing conditions. On January 31, 2023, the Gap China transaction closed with Baozun. Recently, the parties reached a decision to not proceed with the transition of Gap's operations in Taiwan. The Gap Taiwan operations will continue to operate as usual.

Note 12. Supply Chain Finance Program

Our voluntary supply chain finance ("SCF") program provides certain suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. We are not a party to the agreements between our suppliers and the financial institutions and our payment terms are not impacted by whether a supplier participates in the SCF program.

The Company's outstanding obligations under the SCF program were $392 million, $387 million, and $412 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively, and were included in accounts payable on the Condensed Consolidated Balance Sheets.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

OUR BUSINESS

We are a house of iconic brands offering apparel, accessories, and personal care products for men, women, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. Our products are available to customers both in stores and online, through Company-operated and franchise stores, websites, and third-party arrangements. We have Company-operated stores in the United States, Canada, Japan, and Taiwan. We also have franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta throughout Asia, Europe, Latin America, the Middle East, and Africa. Under these agreements, third parties operate, or will operate, stores and websites that sell apparel and related products under our brand names. In addition to operating in the specialty, outlet, online, and franchise channels, we use our omni-channel capabilities to bridge the digital world and physical stores. The shopping experience is further enhanced by our omni-channel services, including buy online pick-up in store, order-in-store, and ship-from-store, as well as enhanced mobile-enabled experiences, which allow our customers to shop seamlessly across our brands and channels. Our brands have shared investments in supply chain and inventory management, which allows us to optimize efficiency and responsiveness in our operations. Most of the products sold under our brand names are designed by us and manufactured by independent sources globally.

OVERVIEW

Financial results for the second quarter of fiscal 2025 are as follows:

•Net sales for the second quarter of fiscal 2025 were flat compared with the second quarter of fiscal 2024.

•Store and franchise sales for the second quarter of fiscal 2025 decreased 1 percent compared with the second quarter of fiscal 2024, and online sales for the second quarter of fiscal 2025 increased 3 percent compared with the second quarter of fiscal 2024.

•Gross profit for the second quarter of fiscal 2025 was $1.54 billion compared with $1.58 billion for the second quarter of fiscal 2024. Gross margin for the second quarter of fiscal 2025 was 41.2 percent compared with 42.6 percent for the second quarter of fiscal 2024.

•Operating income for the second quarter of fiscal 2025 was $292 million compared with $293 million for the second quarter of fiscal 2024.

•The effective income tax rate for the second quarter of fiscal 2025 was 27.0 percent compared with 30.4 percent for the second quarter of fiscal 2024.

•Net income for the second quarter of fiscal 2025 was $216 million compared with $206 million for the second quarter of fiscal 2024.

•Diluted earnings per share was $0.57 for the second quarter of fiscal 2025 compared with $0.54 for the second quarter of fiscal 2024.

•Merchandise inventory as of the second quarter of fiscal 2025 increased 9 percent compared with the second quarter of fiscal 2024.

We remain focused on the following strategic priorities while we continue to transform:

•maintaining and building upon financial and operational rigor, through an optimized cost structure and disciplined inventory management;

•reinvigorating our brands to drive relevance and an engaging omni-channel experience;

•strengthening and evolving our operating platform with a digital-first mindset to drive scale and efficiency;

•energizing our culture by attracting and retaining strong talent; and

•continuing to integrate sustainability into business practices to support long-term growth.

Macroeconomic factors, including uncertainty surrounding global geopolitical instability, inflationary pressures, foreign currency fluctuations, and changes in interest rates, duties, tariffs, tax laws, and other restrictions as a result of government fiscal, monetary, trade, and tax policies, continue to create a complex and challenging retail environment. The United States has recently enacted significant changes to its trade policy and imposed substantial tariffs on imported goods from a number of countries. Uncertainty surrounding changes in U.S. trade policy and tariffs is contributing to overall macroeconomic volatility. The Company continues to monitor the expected outcome of the trade policy which has increased the cost of our merchandise and therefore may negatively impact our gross margins in future quarters. The Company also continues to evaluate potential mitigating actions including adjustments to our sourcing, manufacturing, assortments, and pricing.

The macroeconomic environment has had and may continue to have an impact on consumer behavior, and we anticipate continued uncertainty related to the macroeconomic environment during fiscal 2025. We will continue to monitor macroeconomic conditions and evaluate potential mitigating actions. For additional information on risks related to macroeconomic conditions and our supply chain, see the section entitled “Risk Factors—Risks Related to Our Business Operations—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” in Part II, Item 1A, Risk Factors, of this Form 10-Q, and the section entitled “Risk Factors—Risks Related to Macroeconomic Conditions—Global economic conditions have and could continue to adversely affect our business, financial condition, and results of operations” in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025.

RESULTS OF OPERATIONS

Net Sales

See Note 2 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for net sales disaggregation.

Comparable Sales ("Comp Sales")

Comp Sales include the results of Company-operated stores and sales through our online channel. The calculation of Comp Sales excludes the results of our franchise and licensing business.

A store is included in the Comp Sales calculations when it has been open and operated by the Company for at least one year and the selling square footage has not changed by 15 percent or more within the past year. A store is included in the Comp Sales calculations on the first day it has comparable prior year sales. Stores in which the selling square footage has changed by 15 percent or more as a result of a remodel, expansion, or reduction are excluded from the Comp Sales calculations until the first day they have comparable prior year sales.

A store is considered non-comparable ("Non-comp") when it has been open and operated by the Company for less than one year or has changed its selling square footage by 15 percent or more within the past year.

A store is considered "Closed" if it is temporarily closed for three or more full consecutive days or it is permanently closed. When a temporarily closed store reopens, the store will be placed in the Comp/Non-comp status it was in prior to its closure. If a store was in Closed status for three or more days in the prior year, the store will be in Non-comp status for the same days the following year.

Current year foreign exchange rates are applied to both current year and prior year Comp Sales to achieve a consistent basis for comparison.

The percentage change in Comp Sales by global brand and for The Gap, Inc., as compared with the preceding year, is as follows:


	13 Weeks Ended				26 Weeks Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Old Navy Global	2	%	5	%	2	%	4	%
Gap Global	4	%	3	%	4	%	3	%
Banana Republic Global	4	%	—	%	2	%	1	%
Athleta Global	(9)	%	(4)	%	(9)	%	—	%
The Gap, Inc.	1	%	3	%	2	%	3	%

Store count, net openings/closings, and square footage for our stores are as follows:


	February 1, 2025	26 Weeks Ended August 2, 2025	August 2, 2025
	Number of Store Locations	Net Number of Stores Opened/(Closed)	Number of Store Locations	Square Footage (in millions)
Old Navy North America	1,249	(9)	1,240	19.6
Gap North America	453	—	453	4.8
Gap Asia	122	3	125	1.1
Banana Republic North America	380	(9)	371	3.1
Banana Republic Asia	42	—	42	0.1
Athleta North America	260	(5)	255	1.0
Company-operated stores total	2,506	(20)	2,486	29.7

	February 3, 2024	26 Weeks Ended August 3, 2024	August 3, 2024
	Number of Store Locations	Net Number of Stores Opened/(Closed)	Number of Store Locations	Square Footage (in millions)
Old Navy North America	1,243	5	1,248	19.8
Gap North America	472	(12)	460	4.9
Gap Asia	134	(7)	127	1.1
Banana Republic North America	400	(7)	393	3.3
Banana Republic Asia	43	(1)	42	0.2
Athleta North America	270	1	271	1.1
Company-operated stores total	2,562	(21)	2,541	30.4

Outlet and factory stores are reflected in each of the respective brands.

As of August 2, 2025 and August 3, 2024, the Company's franchise partners operated approximately 1,000 franchise stores.

Net Sales

Our net sales increased $5 million during the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024, driven primarily by an increase in Comp Sales, offset by incremental income in the second quarter of fiscal 2024 related to the revenue sharing arrangement from our credit card agreement. Our net sales increased $80 million, or 1 percent, during the first half of fiscal 2025 compared with the first half of fiscal 2024, driven primarily by an increase in online sales.

Cost of Goods Sold and Occupancy Expenses


	13 Weeks Ended						26 Weeks Ended
($ in millions)	August 2, 2025			August 3, 2024			August 2, 2025			August 3, 2024
Cost of goods sold and occupancy expenses	$	2,189		$	2,137		$	4,204		$	4,128
Gross profit	$	1,536		$	1,583		$	2,984		$	2,980
Cost of goods sold and occupancy expenses as a percentage of net sales	58.8		%	57.4		%	58.5		%	58.1		%
Gross margin	41.2		%	42.6		%	41.5		%	41.9		%

Cost of goods sold and occupancy expenses increased 1.4 percentage points as a percentage of net sales in the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024.

•Cost of goods sold increased 1.5 percentage points as a percentage of net sales in the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024, primarily driven by incremental income during the second quarter of fiscal 2024 related to the revenue sharing arrangement from our credit card agreement. The estimated impact of tariff increases was minimal for the second quarter of fiscal 2025.

•Occupancy expenses decreased 0.1 percentage points as a percentage of net sales in the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024, primarily driven by an increase in online sales without a corresponding increase in occupancy expenses.

Cost of goods sold and occupancy expenses increased 0.4 percentage points as a percentage of net sales in the first half of fiscal 2025 compared with the first half of fiscal 2024.

•Cost of goods sold increased 0.7 percentage points as a percentage of net sales in the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily due to higher promotional activity at Athleta.

•Occupancy expenses decreased 0.3 percentage points as a percentage of net sales in the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily driven by an increase in online sales without a corresponding increase in occupancy expenses.

Uncertainty surrounding changes in U.S. trade policy and tariffs is contributing to overall macroeconomic volatility. The Company continues to monitor the expected outcome of the trade policy which will increase cost of goods sold and therefore may negatively impact our gross margins in future quarters.

Operating Expenses


	13 Weeks Ended						26 Weeks Ended
($ in millions)	August 2, 2025			August 3, 2024			August 2, 2025			August 3, 2024
Operating expenses	$	1,244		$	1,290		$	2,432		$	2,482
Operating expenses as a percentage of net sales	33.4		%	34.7		%	33.8		%	34.9		%
Operating margin	7.8		%	7.9		%	7.7		%	7.0		%

Operating expenses decreased $46 million, or 1.3 percentage points as a percentage of net sales during the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024, and decreased $50 million, or 1.1 percentage points as a percentage of net sales during the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily due to a decrease in performance-based compensation.

Interest Expense


	13 Weeks Ended				26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Interest expense	$	23	$	24	$	46	$	45

Interest expense primarily includes interest on outstanding borrowings and obligations mainly related to our Senior Notes and tax-related interest expense.

Interest Income


	13 Weeks Ended				26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Interest income	$	(27)	$	(27)	$	(53)	$	(51)

Interest income was flat during the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024 and increased slightly during the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily due to higher cash balances, partially offset by lower interest rates.

Income Taxes


	13 Weeks Ended						26 Weeks Ended
($ in millions)	August 2, 2025			August 3, 2024			August 2, 2025			August 3, 2024
Income tax expense	$	80		$	90		$	150		$	140
Effective tax rate	27.0		%	30.4		%	26.8		%	27.8		%

The decrease in the effective tax rate for the second quarter of fiscal 2025 compared with the second quarter of fiscal 2024 is primarily due to prior year increases to certain income tax reserves, as well as changes in the amount and mix of jurisdictional earnings.

The decrease in the effective tax rate for the first half of fiscal 2025 compared with the first half of fiscal 2024 is primarily due to prior year increases to certain income tax reserves and changes in the amount and mix of jurisdictional earnings, partially offset by less favorable impacts of stock-based compensation.

On July 4, 2025, the OBBBA was enacted in the United States. The OBBBA changes existing U.S. income tax law and includes numerous provisions that affect corporations, such as permanently extending certain expiring provisions from the Tax Cuts and Jobs Act, modification of the international tax framework, and restoration of favorable tax treatment for certain business provisions such as bonus depreciation and Section 174 research and experimentation expensing. The legislation has multiple effective dates, with certain provisions effective in fiscal 2025 and others implemented through fiscal 2027.

LIQUIDITY AND CAPITAL RESOURCES

In addition to our cash flows from operating activities, our primary sources of liquidity include cash and cash equivalents, short-term investments, and our ABL Facility. As of August 2, 2025, we had cash and cash equivalents of $2.19 billion and short-term investments of $238 million. We hold our cash, cash equivalents, and short-term investments across a diversified set of reputable financial institutions and monitor the credit standing of those financial institutions. In addition, we are also able to supplement near-term liquidity, if necessary, with our ABL Facility or other available market instruments. There were no borrowings under the ABL Facility as of August 2, 2025. See Note 4 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on our debt and credit facilities.

Our largest source of operating cash flows is cash collections from the sale of our merchandise. Our primary uses of cash include merchandise inventory purchases, lease and occupancy costs, personnel-related expenses, purchases of property and equipment, shipping costs, and payment of taxes. In addition, we may have dividend payments and share repurchases. The seasonality of our operations, in addition to the impact of macroeconomic factors, may lead to significant fluctuations in certain asset and liability accounts as well as cash inflows and outflows between fiscal year-end and subsequent interim periods. These macroeconomic factors include uncertainty surrounding global geopolitical instability, inflationary pressures, foreign currency fluctuations, and changes in interest rates, duties, tariffs, tax laws, and other restrictions as a result of government fiscal, monetary, trade, and tax policies.

We believe our existing balances of cash, cash equivalents, and short-term investments, along with our cash flows from operations, and instruments mentioned above, provide sufficient funds for our business operations as well as capital expenditures, dividends, share repurchases, and other liquidity requirements associated with our business operations over the next 12 months and beyond.

Cash Flows from Operating Activities

Net cash provided by operating activities decreased $271 million during the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily due to the following:

•a decrease of $156 million related to accrued expenses and other current liabilities primarily due to higher payments for fiscal 2024 performance-based compensation made during the first half of fiscal 2025 as well as a decrease in the current period performance-based compensation; and

•a decrease of $96 million related to merchandise inventory primarily due to timing of receipts and higher inventory cost during the first half of fiscal 2025.

Cash Flows from Investing Activities

Net cash used for investing activities decreased $261 million during the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily due to $260 million fewer net purchases of short-term investments.

Cash Flows from Financing Activities

Net cash used for financing activities increased $168 million during the first half of fiscal 2025 compared with the first half of fiscal 2024, primarily due to $152 million in repurchases of common stock during the first half of fiscal 2025 compared with no repurchases during the first half of fiscal 2024.

Free Cash Flow

Free cash flow is a non-GAAP financial measure. We believe free cash flow is an important metric because it represents a measure of how much cash a company has available for discretionary and non-discretionary items after the deduction of capital expenditures. We require regular capital expenditures including technology investments as well as building and maintaining our stores and distribution centers. We use this metric internally, as we believe our sustained ability to generate free cash flow is an important driver of value creation. However, this non-GAAP financial measure is not intended to supersede or replace our GAAP results.

The following table reconciles free cash flow, a non-GAAP financial measure, from a GAAP financial measure.


	26 Weeks Ended
($ in millions)	August 2, 2025		August 3, 2024
Net cash provided by operating activities	$	308	$	579
Less: Purchases of property and equipment	(181)		(182)

Free cash flow	$	127	$	397

Dividend Policy

In determining whether and at what level to declare a dividend, our Board considers a number of factors including sustainability, operating performance, liquidity, and market conditions.

We paid a dividend of $0.165 per share during the second quarter of fiscal 2025. In August 2025, the Board authorized a dividend of $0.165 per share for the third quarter of fiscal 2025.

Share Repurchases

Certain information about the Company’s share repurchases is set forth in Note 7 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Summary Disclosures about Contractual Cash Obligations and Commercial Commitments

There have been no material changes to our contractual obligations and commercial commitments as disclosed in our Annual Report on Form 10-K as of February 1, 2025, other than those which occur in the normal course of business. See Note 9 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on commitments and contingencies.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. See Note 1 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on accounting policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our market risk profile as of February 1, 2025 is disclosed in our Annual Report on Form 10-K and has not significantly changed. See Notes 4, 5, and 6 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on our debt and credit facilities, investments, and derivative financial instruments.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s second quarter of fiscal 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We cannot predict with assurance the outcome of Actions brought against us. Accordingly, developments, settlements, or resolutions may occur and impact operations in the quarter of such development, settlement, or resolution. However, we do not believe that the outcome of any current Action would have a material effect on our financial results.

Item 1A. Risk Factors.

The following risk factor appearing in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025, has been updated.

Risks Related to Our Business Operations

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.

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.

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 costs and could significantly impact our future operating margins. 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 20 percent special tariff while trade negotiations with China continue. The United States has also imposed a 40 percent tariff on goods deemed to have been "transshipped" to avoid applicable reciprocal tariffs.

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.

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.

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.

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.

There have been no other material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, and Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents information with respect to purchases of common stock of the Company made for the 13 weeks ended August 2, 2025 by the Company or any affiliated purchaser, as defined by Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended:


	Total Number of Shares Purchased (1)	Average Price Paid Per Share Including Commissions		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or approximate dollar amount) of Shares that May Yet be Purchased Under the Plans or Programs (2)
Month #1 (May 4 - May 31)	1,122,800	$	27.82	1,122,800	$	300	million
Month #2 (June 1 - July 5)	1,283,791	$	21.64	1,283,791	$	272	million
Month #3 (July 6 - August 2)	1,027,900	$	21.67	1,027,900	$	249	million
Total	3,434,491	$	23.67	3,434,491

__________

(1)Excludes shares withheld to settle employee tax withholding payments related to the vesting of stock units.

(2)In February 2019, the Board approved a $1 billion share repurchase authorization, which has no expiration date.

Item 5. Other Information.

During the 13 weeks ended August 2, 2025, none of our directors or Section 16 officers adopted, modified, or terminated 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 July 11, 2025, Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 537,160 shares of Gap Inc. common stock (including 379,788 shares pursuant to unexercised stock options granted from 2016 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on July 10, 2026, or when all shares under the plan are sold.

On June 13, 2025, 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 1,251,398 shares of Gap Inc. common stock (including 947,863 shares pursuant to unexercised stock options granted from 2017 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on December 31, 2026, or when all shares under the plan are sold.

On June 12, 2025, Katrina O'Connell, Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 442,529 shares of Gap Inc. common stock (including 139,801 shares pursuant to unexercised stock options granted from 2016 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on June 12, 2026, or when all shares under the plan are sold.

On June 6, 2025, 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 303,882 shares of Gap Inc. common stock (including 174,595 shares pursuant to unexercised stock options granted from 2016 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on April 1, 2026, or when all shares under the plan are sold.

Item 6. Exhibits.

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/
Furnished
Herewith

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

10.1†

The Gap, Inc. Senior Executive Severance Plan (effective August 12, 2025)

10.2†

2025 Form of Deferred Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan

10.3†

Deferral Election Form for Deferred Restricted Stock Units under the 2016 Long-Term Incentive Plan

10.4†

2025 Form of Deferred Performance Share Award Agreement under the 2016 Long-Term Incentive Plan

10.5†

Deferral Election Form for Deferred Performance Shares under the 2016 Long-Term Incentive Plan

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)

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)

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

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

101

The following materials from The Gap, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

_____________________________

† Indicates management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		THE GAP, INC.

Date:	August 29, 2025	By	/s/ Richard Dickson
			Richard Dickson
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	August 29, 2025	By	/s/ Katrina O'Connell
			Katrina O'Connell
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

Document

Exhibit 10.1

THE GAP, INC.

SENIOR EXECUTIVE SEVERANCE PLAN

(As amended and restated effective August 12, 2025)

TABLE OF CONTENTS

Page


1. Events That Trigger Benefits			1
2. Plan Eligibility			1
3. Benefits Ineligibility			2
(a) Ineligible Classification			2
(b) Other Ineligible Terminations			3
(c) Failure to Perform Satisfactorily			3
(d) Successor Employment and Other Professional Relationships			4
(e) Other Professional Relationships			5
(f) Changed Decisions			5
4. Severance Benefits			5
(a) Termination not within the Change in Control Period			5
(b) Termination within the Change in Control Period			8
(c) Definitions			10
5. Agreement And Release			11
6. Clawback			11
7. Other Plan Provisions			11
(a) Death			11
(b) Withholding for Taxes and Debt			12
(c) Level of Benefits- Eligible Expatriate Executive			12
(d) Internal Revenue Code Section 409A			12
(e) Compliance with Code Section 280G			13
(f) Sole Source of Benefits			14
(g) Failure to Adhere to Commitments			14
(h) Reemployment by the Company			14
(i) Employment At-Will			14
(j) Right of Setoff			14
(k) Source of Payments			15
(l) Expenses			15
(m) Plan Overpayments			15
(n) Plan Sponsor and Administrator			15
(o) Named Fiduciary			16
(p) Allocation and Delegation of Responsibilities			16
(q) No Individual Liability			17
(r) Amendment of Plan			17
8. Claims and Review Procedures			17
(a) Claims			17
(b) Review of Denied Claims			18


			-i-

TABLE OF CONTENTS

(continued)

Page


(c) Litigation of Claims Denied on Review			19
9. Your Rights Under ERISA			19
(a) Receive Information About Your Plan and Benefits			19
(b) Enforce Your Rights			20
(c) Assistance with Your Questions			20


			-ii-

THE GAP, INC.
SENIOR EXECUTIVE SEVERANCE PLAN

The Gap, Inc. established The Gap, Inc. Senior Executive Severance Plan (the “Plan”), effective July 1, 2024, to provide severance benefits for certain eligible U.S. executives whose employment is terminated by The Gap, Inc. and its subsidiaries (collectively, the “Company”). The Plan was amended and restated effective May 12, 2025, and again effective August 12, 2025. The Plan provides for cash payments, certain other benefits and outplacement assistance. The Plan will remain in effect through June 30, 2029, unless the Company adopts a written amendment extending the term of the Plan.

This document constitutes both the Plan’s formal plan document and summary plan description. The Plan is intended to be a “top hat” welfare benefit plan within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. §1002(1), and 29 C.F.R. § 2520.104-24. Your ERISA rights are described at the end of the document. This document is provided in accordance with ERISA. It should be kept for future reference.

1.Events That Trigger Benefits

This Plan provides severance benefits for certain executives whose employment with the Company is terminated by the Company for reasons other than “For Cause.” An executive only will be entitled to receive Plan benefits if the Plan Administrator determines, in its sole discretion that the executive is an Eligible Executive or Eligible Expatriate Executive, as defined in Section 2, is not ineligible under Section 3, and has otherwise satisfied all Plan requirements.

2.Plan Eligibility

Only Eligible Executives and Eligible Expatriate Executives are participants in the Plan and eligible for Plan benefits. An “Eligible Executive” is an executive who is provided and executes a participation agreement in the form attached hereto as Exhibit A and the Plan Administrator determines in its sole discretion (i) had the executive’s employment terminated by the Company other than “For Cause”; (ii) is regularly employed by the Company in the United States, on the Company’s United States’ payroll; (iii) was classified by the Company as being a full-time executive employed in a grade classification of 14 or 15 at the time of termination; and (iv) is not excluded from participation under Section 3. An “Eligible Expatriate Executive” is an Expatriate Executive who the Plan Administrator determines in its sole discretion is eligible to participate in the Plan. An Expatriate Executive is an executive who the Plan Administrator determines in its sole discretion (i) has accepted a short term assignment with the Company outside of the U.S.; (ii) had the executive’s employment terminated by the Company other than for “For Cause”; (iii) was classified by the Company as being a full-time executive employed in a grade classification of 14 or 15 at the time of termination; and (iv) is not excluded from participation under Section 3.

“For Cause” means that the Company has determined in good faith that the executive was terminated for any of the following reasons: (i) indictment, conviction or admission of any crimes involving theft, fraud, or moral turpitude; (ii) engaging in gross neglect of duties including, but not limited to, willfully failing or refusing to implement or follow direction of the

Company; or (iii) breach of the Company’s policies and procedures, including, but not limited to, the Code of Business Conduct, Securities Law Compliance Manual, or any other Company policy or agreement between the Company and the executive, provided that where applicable, the Company shall provide reasonable notice of any such breach and opportunity to remediate. If an executive is terminated for any reason other than Cause, but at a time when the Company had Cause to terminate the executive (or would have had Cause if it knew all relevant facts), the termination shall be treated as having been for Cause.

3.Benefits Ineligibility or Reduction

(a)Ineligible Classification

An executive will not be an Eligible Executive or Eligible Expatriate Executive (and thus, will not be eligible for the Plan) if the Plan Administrator determines in its sole discretion that the executive is classified by the Company as being in one or more of the following ineligible categories when notified of the executive’s termination without For Cause:

(1)Part-Time Employees, i.e., persons whom the Company classifies either as (i) non-exempt employees who are regularly scheduled to work less than 40 hours per week; or (ii) exempt employees who regularly work less than a 75% schedule.

(2)Project Employees, i.e., persons employed to work on discrete projects, except to the extent the Company, by written notice, elects to extend Plan participation to the individual.

(3)Independent Contractors, i.e., persons who have been classified by the Company as an independent contractor for purposes of Federal income taxes, even if it is subsequently determined that the person fails to qualify as an independent contractor for any or all purposes under applicable Federal, state, local or foreign law or regulation. If a person is determined to be an Independent Contractor in accordance with the preceding sentence, a subsequent determination by the Company, or any governmental agency or court that the individual was instead a common law employee of the Company at the time of the person’s termination without For Cause will not have a retroactive effect for purposes of eligibility to participate in the Plan.

(4)Contractor’s Employees, i.e., persons who (i) are employed by an entity other than the Company (including temporary employment) for payroll and compensatory purposes, and (ii) pursuant to a contractual agreement between such entity and the Company, provides services to the Company. If a person is determined to be a Contractor’s Employee in accordance with the preceding sentence, a subsequent determination by the Company or any governmental agency or court that the individual was instead a common law employee of the Company at the time of the person’s International Assignment Termination or Position Elimination will not have a retroactive effect for purposes of eligibility to participate in the Plan.

(5)Leased Employees, i.e., persons who are the Company’s leased employees, within the meaning of Section 414(n) of the Internal Revenue Code of 1986, as amended (the “Code”).

(6)Persons Waiving Participation, i.e., persons who agree verbally or in writing to such non-participant status, regardless of when such persons agreed to non-participant status.

(7)Persons on Personal Leaves of Absence, i.e., persons who are absent from work on personal leaves of absence, except to the extent eligibility is required by applicable law.

(8)Individuals With Written Employment Agreements Providing For Severance Benefits, unless the Plan Administrator or the Compensation and Management Development Committee of the Board of Directors of the Company, in its sole discretion, extends, in whole or in part, Plan benefits to that individual in writing, subject to any conditions imposed by the Plan Administrator in its sole discretion. If an individual receives payments or benefits under the Plan in lieu of the rights under such agreement, to the extent the rights under such agreement are not exempt from Section 409A of the Code (“Section 409A”), then notwithstanding anything set forth in the Plan, payments and benefits paid under the Plan shall be paid at the same and in the same form as under such agreement to the extent required to comply with Section 409A.

(9)Temporary Employees, i.e., persons whom the Company classifies as temporary employees, regardless of how long they have held that status, or employees hired for a specified duration.

(10)Seasonal Employees, i.e., persons whom the Company classifies as seasonal employees, regardless of how long they have held that status.

(b)Other Ineligible Terminations

Even if an otherwise Eligible Executive or Eligible Expatriate Executive is on notice of an impending termination other than For Cause, the executive will not be eligible for benefits under this Plan if the Plan Administrator determines, in its sole discretion, that the executive’s active employment was terminated by:

(1)resignation (even if the executive felt compelled to resign);

(2)retirement;

(3)death;

(4)discharge “For Cause;” or

(5)disability.

(c)Failure to Perform Satisfactorily

An otherwise Eligible Executive or Eligible Expatriate Executive will not be eligible for benefits under this Plan if the Company determines, in its sole discretion, that the executive did

not perform the executive’s job satisfactorily until the date the executive actually was terminated by the Company.

(d)Successor Employment

An Eligible Executive or Eligible Expatriate Executive shall be ineligible for Plan participation if the Plan Administrator determines that the Eligible Executive or Eligible Expatriate Executive falls into any of the ineligibility categories in subsections (1) and (2) below at any point between the time the Eligible Executive or Eligible Expatriate Executive is notified of the individual’s termination of employment and the commencement of the Severance Benefits Period (as defined in Section 4). Likewise, an Eligible Executive or Eligible Expatriate Executive shall become ineligible for, and shall permanently cease receiving, Plan benefits if the Plan Administrator determines that, at any point during the Severance Benefits Period, the Eligible Executive or Eligible Expatriate Executive falls into one of the ineligibility categories in subsections (1) and (2) below. If an Eligible Executive or Eligible Expatriate Executive becomes ineligible under subsection (2) below, in addition to other repayment obligations under the Plan, the Eligible Executive or Eligible Expatriate Executive will be required to repay the monetary Plan benefits that the Eligible Executive or Eligible Expatriate Executive already has received, as set forth under such section.

(1) Individuals Who Have Received A Comparable Job Offer With the Company or a Successor Employer, i.e., individuals whom have been offered a “Comparable Job” with the Company or any “Successor Employer”, whether the executive accepts that job or not, unless the Plan Administrator determines, in its sole discretion, that the individual should nonetheless receive Plan benefits.

A “Comparable Job” for an Eligible Executive is a job that (i) has an Annual Base Salary rate (as defined in Section 4(c)) that is at least equal to the executive’s Annual Base Salary rate on the date the executive was notified of the executive’s termination; (ii) is either (x) in a reasonably related functional area to the position the executive held when notified of the executive’s termination, or (y) has responsibilities reasonably related to those of the position the executive held when notified of the executive’s termination; and (iii) is based at a location that is within a reasonable commuting distance of the location at which the executive was based on the date the executive originally was notified of the executive’s termination. A “Comparable Job” for an Eligible Expatriate Executive is a job that (i) complies with the requirements of clause (i) of the foregoing sentence; (ii) is either (x) in a reasonably related functional area to the position the executive held when notified of the executive’s termination or to the position the executive held immediately prior to the date the executive accepted the short term assignment with the Company outside the U.S., or (y) has responsibilities reasonably related to those of the position the executive held when notified of the executive’s termination or the position the executive held immediately prior to the date the executive accepted the short term assignment with the Company outside the U.S.; and (iii) is based at a location that is within a reasonable commuting distance of the location at which the executive was based immediately prior to the date the executive accepted the short term assignment with the Company outside of the U.S.

A “Successor Employer” is (i) any affiliate of the Company; (ii) any entity that assumes operations or functions formerly carried out by the Company, including an entity to whom the

Company’s operations or any portion of its operations is outsourced or sold; (iii) any entity making the job offer at the request of the Company; or (iv) any acquiring or resulting company in connection with a sale, spin-off, merger or other corporate reorganization.

(2) Individuals Who Fail To Provide Requested Information. Executives who fail to provide all documentation and other information requested by the Plan Administrator (for example, notification upon acceptance of new employment, or proof as to whether and where they are working, how much they have earned from working, etc.) within the time and in the form requested by the Plan Administrator shall thereafter be ineligible for any further Plan benefits and, where the obligation was to inform the Company upon acceptance of new work or where false or misleading information was provided, must repay all Plan benefits in excess of $1,000.

(e)Other Professional Relationships

An Eligible Executive or Eligible Expatriate Executive who enters into an employment or other professional relationship with any entity or entities shall not become ineligible to participate in the Plan, but shall have the payments under Section 4(a) of the Plan reduced by the amount of compensation (including, but not limited to, base salary, wages, consulting fees, commissions, bonuses, severance, equity/phantom equity and other forms of compensation) the individual receives (as received) from such entity or entities during the Severance Benefits Period or for services rendered during the Severance Benefits Period, in a method to be determined solely by the Plan Administrator and subject to the requirements of Section 409A.

(f)Changed Decisions

The Company has the right to cancel or reschedule an executive’s termination before it actually terminates the executive’s employment. An executive will not be eligible for any benefits under this Plan if the executive’s termination is canceled or if the executive resigns before the executive’s scheduled (or rescheduled) employment termination date. The date the Company actually terminates an executive is referred to as the “Termination Date.”

4.Severance Benefits

An Eligible Executive or Eligible Expatriate Executive who satisfies the conditions of this Plan (each a “Participant”) shall be eligible to receive the severance benefits as set forth below in either subsection (a) or (b) as applicable (but not both), and shall be eligible to receive any other payments and benefits extended to the Participant under this Plan by the Plan Administrator in its sole discretion.

(a)Termination not within the Change in Control Period

If the Participant’s termination of employment is not within the Change in Control Period (as defined below), the Participant shall be eligible to receive the severance benefits as set forth below in this Section 4(a).

(1)Severance Pay

The Participant will be eligible to receive a severance pay benefit equal to 18 months of the Participant’s Base Salary in income continuation as described below. All severance pay benefits under this Section 4(a)(1) will be paid in the form of income continuation in accordance with the Company’s normal payroll practices, beginning within sixty (60) days following the executive’s Termination Date and continuing until such severance pay benefits are exhausted or the executive otherwise ceases to remain eligible to receive Plan benefits (the “Severance Benefits Period”). In no event will any such severance pay benefits under this Section 4(a)(1) be paid later than December 31 of the second calendar year following the calendar year of the Eligible Executive’s or Eligible Expatriate Executive’s “separation from service,” within the meaning of Section 409A.

(2)Annual Bonus

The Participant shall be eligible to receive a prorated annual bonus for the year in which the Participant’s Termination Date occurs, provided that the Participant has at least three months of employment with the Company in the fiscal year in which the Termination Date occurs. The prorated Annual Bonus, if any, shall be determined by multiplying (x) the full year annual bonus that would otherwise have been payable to the Participant, based upon the achievement of the applicable performance goals and any individual performance component (measured through the Participant’s Termination Date), in each case, as determined by the Company, in its sole discretion or (y) if lower, the Participant’s target bonus, by a fraction, the numerator of which is the number of days during which the Participant was employed by the Company in the fiscal year in which the Termination Date occurs and the denominator of which is the number of days in that fiscal year. The prorated annual bonus, if any, shall be paid at the same time as bonuses are paid to other employees of the Company, but not later than the fifteenth (15th) day of the third month after the end of the fiscal year in which the Termination Date occurs. In the event the Termination Date occurs after the end of the fiscal year but before the date of annual bonus payments, such annual bonus for the preceding fiscal year will be paid without proration pursuant to the terms of this subsection and the terms of the bonus plan.

(3)COBRA Subsidy

COBRA Subsidy payments will terminate on the earliest of (i) the date the executive ceases to be eligible for COBRA continuation coverage; (ii) the last payment of Plan benefits under subsection (a)(1) above; (iii) the date set forth in the Agreement; (iv) the executive’s failure to timely pay the executive’s portion of the premiums for the COBRA continuation coverage; (v) the date on which the executive becomes eligible for medical coverage from a new employer (of which eligibility the executive shall promptly notify the Company as a condition to receiving severance benefits under the Plan); (vi) the Company is prevented, under applicable tax law, from providing the COBRA subsidy to Participants; (vii) the Company determines that the COBRA Subsidy would result in the Company being in violation of, or incurring any fine, penalty or excise tax under applicable law (including, without limitation, any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or guidance issued thereunder, or any similar law or regulation); or (viii) the Company no longer offers the Company’s group medical plan.

(4)Equity Acceleration

Any outstanding restricted stock units (“RSUs”) and performance share units that remain subject only to time vesting conditions (excluding any performance share units for which the applicable performance period has not ended and thus remain subject to performance-based vesting conditions) that the Participant holds at the Termination Date and that are scheduled to vest prior to April 1 following the end of the fiscal year in which the Termination Date occurs shall become fully vested as of the Termination Date (at the level that the applicable performance conditions have been achieved and certified in the case of performance share units). Shares of the Company stock in settlement of any vested RSUs and/or performance share units under this section will be delivered as soon as practicable following Participant’s “separation from service” within the meaning of Section 409A, but in no event later than sixty (60) calendar days in the case of RSUs (and ninety (90) calendar days in the case of performance share units) following such separation, subject to the terms and conditions of the applicable award agreement. Notwithstanding the preceding sentence, any RSUs or performance share units that are outstanding on July 1, 2024 and so vest and are subject to (and not exempt from) Section 409A shall instead be settled on the regularly scheduled dates of the applicable equity award to the extent necessary to avoid taxation under Section 409A. Any other equity awards that the Participant holds at the termination date, including equity awards that vest based on performance, shall vest (if at all) in accordance with the applicable grant agreement.

(5)Outplacement Assistance

The Participant shall be eligible to receive 6 months of outplacement assistance in the form and from the provider selected by the Company.

(6)Financial Planning Assistance

The Participant shall be eligible for continuation of any ongoing Company-provided financial counseling that the Participant was receiving at the time the Participant was notified of the Participant’s termination. Benefits under this subsection shall terminate coincident with the last payment of Plan benefits under subsection (a)(1) above.

(7)Relocation Benefits

If the Participant’s termination of employment occurs within 18 months of the Participant’s permanent relocation with the Company (as determined by the Company in its sole discretion), the Participant shall be eligible to receive the following benefits for the Participant’s relocation back to the Participant’s home/originating location: (i) shipment of household and office goods by a Company approved shipping service, (ii) reasonable lease break/cancellation fees (as determined by the Company in its sole discretion), (iii) one-way airfare per Company policy for the Participant and the Participant’s family and/or dependents to place of origin or to a different location in the same country of origin, and (iv) a gross-up on taxes associated with these benefits (as calculated by the Company in its sole discretion). The Participant must initiate use of these relocation benefits and complete relocation within the time frame required by the Company at the time of the Participant’s termination of employment. Such benefits will be provided in-kind or via reimbursement, as determined by the Company in its sole discretion.

(b)Termination within the Change in Control Period

If the Participant’s termination of employment is within 18 months following a Change in Control (the “Change in Control Period”), the Participant shall be eligible to receive the severance benefits as set forth below in this Section 4(b). For the avoidance of doubt, a Participant shall be eligible for the severance benefits under subsection (a) or (b) but not both.

(1)Severance Pay

The Participant will be eligible to receive a severance pay benefit equal to two (2) times the sum of (x) the Participant’s annual Base Salary, plus (y) the Participant’s target annual bonus for the year in which the Termination Date occurs. The severance pay benefit under this Section 4(b)(1) will be paid in the form of a lump sum within sixty (60) days following the executive’s Termination Date.

(2)Annual Bonus

(3)COBRA Subsidy

If the Participant properly elects and maintains COBRA continuation coverage for the Participant and the Participant’s dependents, the Participant shall be eligible to receive Company-subsidized COBRA continuation coverage for the Participant and the Participant’s eligible dependents who are enrolled in the Company’s group medical plan at the time the executive was notified of the executive’s termination (the “COBRA Subsidy”). The amount of the COBRA Subsidy shall be 75% of the cost of such COBRA continuation coverage, which payment by the Company shall be subject to the Participant paying the remaining portion of the premiums for such COBRA continuation coverage. The Company reserves the right to determine the amount and form of the COBRA Subsidy in its sole discretion (including, without limitation, the right to provide a lump sum payment instead of the COBRA Subsidy). The terms of the COBRA Subsidy, if any, will be set forth in the Agreement (defined in Section 5). The COBRA Subsidy provided will be taxed to the Participant and subject to withholding to the extent advisable under applicable tax law, as determined by the Company in its sole discretion. COBRA Subsidy payments will terminate on the earliest of (i) the date the executive ceases to be eligible for COBRA continuation coverage; (ii) the 18-month period following the Termination Date; (iii) the date set forth in the Agreement; (iv) the executive’s failure to timely pay the executive’s portion of the premiums for the COBRA continuation coverage; (v) the date on which the executive becomes eligible for medical coverage from a new employer (of which eligibility the executive shall promptly notify the Company as a condition to receiving severance benefits under the Plan); (vi) the Company is prevented, under applicable tax law, from providing the COBRA subsidy to Participants; (vii) the Company determines that the COBRA Subsidy would result in the Company being in violation of, or incurring any fine, penalty or excise tax under applicable law (including, without limitation, any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or guidance issued thereunder, or any similar law or regulation); or (viii) the Company no longer offers the Company’s group medical plan.

(4)Equity Acceleration

All outstanding unvested restricted stock units (“RSUs”) and performance share units that the Participant holds at the Termination Date shall become fully vested as of the Termination Date (assuming target achievement for any performance share units to extent the applicable performance period for such performance share units has not yet been completed). Shares of the Company stock in settlement of any vested RSUs and/or performance shares under this section will be delivered as soon as practicable following Participant’s “separation from service” within the meaning of Section 409A, but in no event later than sixty (60) calendar days in the case of RSUs (and ninety (90) calendar days in the case of performance share units) following such separation, subject to the terms and conditions of the applicable award agreement. Notwithstanding the preceding sentence, any RSUs or performance share units that are outstanding on July 1, 2024 and so vest that are subject to (and not exempt from) Section 409A shall instead be settled on the regularly scheduled dates of the applicable equity award to the extent required to avoid taxation under Section 409A. Any other equity awards that the Participant holds at the termination date, including equity awards that vest based on performance, shall vest (if at all) in accordance with the applicable grant agreement.

(5)Outplacement Assistance

The Participant shall be eligible to receive 6 months of outplacement assistance in the form and from the provider selected by the Company.

(6)Financial Planning Assistance

The Participant shall be eligible for continuation of any ongoing Company-provided financial counseling that the Participant was receiving at the time the Participant was notified of the Participant’s termination, for up to 18 months following the Termination Date.

(7)Relocation Benefits

(c)Definitions

(1)“Base Salary” means a Participant’s straight time rate of pay, in effect on the Termination Date, calculated on an annual basis based on the Participant’s regular work schedule. Annual Base Salary does not include pay for commissions, bonuses, or incentive compensation or expense reimbursements, and similar payments.

(2)“Change in Control” shall have the meaning set forth in the Company’s 2016 Long-Term Incentive Plan, as may be amended from time to time (or any successor plan), provided that for purposes of such definition, “Continuing Directors” shall mean, as of any date of determination, any member of the Board who (A) was a member of such Board on May 7, 2024 (the “Original Directors”) or (B) was appointed, nominated for election, or elected to such Board with the approval of a majority of the Original Directors or Continuing Directors who were members of such Board at the time of such nomination or election, as such definition may be amended from time to time.

(3)Notwithstanding the foregoing, if severance constitutes deferred compensation subject to Section 409A and the severance provides for payment in connection with a Change in Control, then, for purposes of such payment provisions, no Change in Control shall be deemed to have occurred upon an event described in the definition of Change in Control unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A.

5.Agreement And Release

To receive the severance benefits described in Section 4 of the Plan, an Eligible Executive or Eligible Expatriate Executive must sign and return an Agreement and Release (“Agreement”), which releases all claims against the Company and other parties, within fifteen (15) days (or twenty-one (21) or forty-five (45) days if such longer period is required under applicable law) after the Eligible Executive’s or Eligible Expatriate Executive’s Termination Date in the form provided by the Company without modification, and such Agreement must become effective and enforceable in accordance with its terms following the expiration of any applicable revocation period under federal, state or local law. No severance benefits are payable under Section 4 of the Plan unless the Eligible Executive or Eligible Expatriate Executive complies with the terms of the Agreement both before and after the date the Eligible Executive or Eligible Expatriate Executive is irrevocably bound by the Agreement. The Agreement is deemed part of the Plan.

6.Clawback

Notwithstanding anything in this Plan to the contrary, all amounts payable under the Plan are subject to the terms of any applicable clawback policies approved by the Company, as in effect from time to time (including, without limitation, a clawback policy required to be implemented by an applicable stock exchange), whether approved before or after the Termination Date (as applicable, a “Clawback Policy”). Further, to the extent permitted by applicable law, including without limitation Section 409A, all amounts payable under the Plan are subject to offset in the event that a Participant has an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of any applicable Clawback Policy. In the event of a clawback, recoupment or forfeiture event under an applicable Clawback Policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy shall be deemed not to have been earned under the terms of the applicable plan pursuant to which it was awarded, and the Company shall be entitled to recover from the Participant the amount specified under the Clawback Policy to be clawed back, recouped or forfeited (which amount, as applicable, shall be deemed an advance that remained subject to the Participant satisfying all eligibility conditions for earning the amounts deferred, accrued, or credited under the plan pursuant to which it was awarded).

7.Other Plan Provisions

(a)Death

Any benefits that would be paid under the Plan but for an Eligible Executive’s or Eligible Expatriate Executive’s death, shall be paid to the Eligible Executive’s or Eligible Expatriate Executive’s surviving spouse, or, if there is no surviving spouse, to the Eligible Executive’s or Eligible Expatriate Executive’s estate, but only if the Plan Administrator determines that the Eligible Executive or Eligible Expatriate Executive or the estate of the Eligible Executive or Eligible Expatriate Executive has complied with the release requirements of Section 5.

(b)Withholding for Taxes and Debt

Notwithstanding any other provision of the Plan, all severance benefits will be reduced by any applicable federal, state, or local tax withholding, and any amount that the Eligible Executive or Eligible Expatriate Executive owes to the Company, to the maximum extent permissible by law, and to the extent permitted under Section 409A and the applicable Treasury Regulations.

(c)Level of Benefits - Eligible Expatriate Executive

The Plan is intended to provide a minimum level of severance benefits to the Eligible Expatriate Executive. To the extent local statutory or other legal requirements and/or an employment contract between the Company and the Eligible Expatriate Executive provides greater separation, severance, or transition pay, the benefit amounts provided by the Plan shall be reduced by the benefit amounts provided to the Eligible Expatriate Executive under local statutory or other legal requirements and/or employment contract, as determined in the sole discretion of the Plan Administrator. The Plan is not intended to provide coverage greater than the minimum levels contained herein (i.e., it does not entitle an Eligible Expatriate Executive to duplicate coverage).

(d)Internal Revenue Code Section 409A

1.The severance and other benefits under this Plan are intended, where possible, to comply with the “short term deferral exception” and the “involuntary separation pay exception” under Section 409A. Notwithstanding anything to the contrary set forth in the Plan, to the extent the payments under Section 4(a)(1) do not otherwise comply with either the short term deferral exception or the involuntary separation pay exception, such payments shall be made in a lump sum cash payment within sixty (60) days following the date of the Eligible Executive’s or Eligible Expatriate Executive’s separation from service, with the remaining payments payable over the original 18-month period as determined by the Company in its sole discretion. To the extent applicable, the Plan shall be interpreted and applied consistent and in accordance with Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder.

2.Any payment from the Plan that is subject to the requirements of Section 409A may only be made in a manner and upon an event permitted by Section 409A. Payments upon termination of employment may only be made upon a “separation from service” under Section 409A. Each payment under the Plan shall be treated as a separate payment for purposes of Section 409A. In no event may an executive, directly or indirectly, designate the calendar year of any payment to be made under the Plan.

3.No payment or benefit which constitutes an item of deferred compensation under Section 409A and becomes payable by reason of the executive’s separation from service will be made to the executive prior to the earlier of (i) the first day of the seven (7)-month period measured from the date of such separation from service or (ii) the date of the executive’s death, if the executive is deemed at the time of such separation from service to be a specified employee (as determined pursuant to Section 409A and the Treasury Regulations thereunder) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under

Section 409A(a)(2). Upon the expiration of the applicable deferral period, all payments and benefits deferred pursuant to this Section 7(d)(3) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or provided to the executive in a lump sum on the first day of the seventh (7th) month after the date of the executive’s separation from service or, if earlier, the first day of the month immediately following the date the Company receives proof of the executive’s death. Any remaining payments or benefits due under this Agreement will be paid in accordance with the normal payment dates specified herein.

4.Notwithstanding anything to the contrary set forth in the Plan, if any payment under this Plan subject to execution of an Agreement is subject to the requirements of Section 409A, in no event will the timing of the execution of the Agreement, directly or indirectly, result in the executive’s designating the calendar year of payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, payment will be made in the later taxable year.

5.With respect to any benefits that are provided under Section 4 in the form of an (a) expense reimbursement, such reimbursement shall be made no later than the earlier of (x) the last day of the calendar year following the calendar year in which the expense was incurred and (y) December 31 of the second calendar year following the calendar year of the Eligible Executive’s or Eligible Expatriate Executive’s separation from service and (b) expense reimbursement or in-kind, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year and the right to reimbursement or in-kind benefits shall not subject to liquidation or exchange for another benefit. Any tax gross-up under the Plan will be made by the end of the calendar year next following the calendar year in which the related taxes are remitted to the taxing authority. This paragraph shall apply only to the extent necessary to comply with Section 409A with respect to benefits that are not exempt from Section 409A.

6.Notwithstanding anything to the contrary set forth in the Plan, if a Participant receives payments or benefits under the Plan in lieu of the rights under any other arrangement (whether contractual, provided or required by applicable law or otherwise), to the extent the rights under such other arrangement are subject to (and not exempt from) Section 409A, then the payments and benefits paid under the Plan shall be paid at the same time and in the same form as under such other arrangement to the extent required to avoid a violation of Section 409A (and shall otherwise comply with Section 409A).

(e)Compliance with Code Section 280G

Unless a more favorable treatment is otherwise provided in an individual agreement with a Participant, if any of the payments or benefits provided or to be provided by the Company or its affiliates to a Participant or for the benefit of the Participant pursuant to this Plan or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code and would, but for this section, be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the

Covered Payments shall be payable either (a) in full or (b) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (a) or (b) results in the Participant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). If a reduction in payments or benefits (or a cancellation of the acceleration of vesting of equity awards) constituting “parachute payments” is necessary hereunder so that no portion of the Covered Payments is subject to the Excise Tax, such reduction and/or cancellation of acceleration shall occur in the order that provides the maximum economic benefit to the Participant. In the event that acceleration of vesting of an equity award is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Participant.

(f)Sole Source of Benefits

The Plan is the sole source of severance benefits and supersedes any and all other separation or severance pay or benefits policies or practices of the Company with respect to full time employees in grades 14 and 15 to the extent they are eligible to participate under the Plan.

(g)Failure to Adhere to Commitments

If an executive fails to comply with any agreement with or policy of the Company, the executive shall permanently cease to be eligible for Plan benefits.

(h)Reemployment by the Company

If an executive is re-employed by the Company after the executive’s Termination Date and within the number of weeks on which the executive’s severance benefits were based, all Plan benefits shall permanently cease. In any event, if an executive is reemployed by the Company after receiving Plan benefits or other severance benefits any future Plan benefits shall be reduced as determined by the Plan Administrator in its sole discretion to ensure that the executive does not receive duplicative benefits.

(i)Employment At-Will

Employment with the Company is “at-will,” meaning that an executive or the Company may terminate an executive’s employment at any time and for any or no reason. The only way an executive’s at-will status can be changed is by a written agreement between the Company and the executive (signed by the Company’s Chief Executive Officer and the executive) that expressly states that it is modifying such “at-will” status.

(j)Right of Setoff

Other than pursuant to the terms of the Plan (or a valid employment agreement or local statutory requirements), the Company has no prior or other obligation, whether by express or implied contract or otherwise, to provide any severance or other transition benefits to full time executives in grades 14 or 15 who are discharged by the Company. Any payment made under the Plan is a voluntary payment made by the Company, which payment executives are not

entitled to receive except according to the terms of the Plan. No Plan benefits are vested until actually paid.

Benefits under this Plan are not meant to duplicate benefits provided by the Company or any subsequent employer in connection with any executive’s termination of employment with the Company, including benefits paid due to the WARN Act or local statutory requirements. If the Plan Administrator determines in good faith that a Participant is entitled to payment under any other plan or by reason of any applicable law, settlement or decision including, but not limited to, the WARN Act, the Plan Administrator shall reduce the Participant’s benefit entitlement under this Plan by such amount, but not below $1,000 and pay the reduced amount to the Participant in satisfaction of the Participant’s entitlement to such amounts. In all other cases, benefits paid under this Plan in excess of $1,000 will be treated as having been paid to satisfy any such other obligations including, but not limited to, those under the WARN Act. In either case, subject to the requirements of Section 409A, the Plan Administrator will determine how to apply this provision, and may override other provisions in this Plan in doing so.

(k)Source of Payments

The severance benefits provided under the Plan shall be unfunded and shall be provided solely from the general assets of the Company.

(l)Expenses

The expenses of operating and administering the Plan shall be borne entirely by the Company.

(m)Plan Overpayments

If an executive receives Plan benefits at a time when the executive is not eligible the executive must repay all such benefits.

(n)Plan Sponsor and Administrator

(1)Plan Administrator

The Plan shall be administered by the Plan Administrator, which shall be The Gap Severance Plan Committee (the “Committee”), consisting of no less than 3 members appointed by the Company’s Executive Vice President, Chief People Officer (or successor position). Any member of the Committee may be removed on written notice from the Company’s Executive Vice President, Chief People Officer (or successor position) and may resign at any time on written notice. Any member of the Committee shall be deemed to have resigned from the Committee upon such member’s termination of employment with the Company and its subsidiaries.

(2)Discretion

The Plan Administrator is responsible for the general administration and management of the Plan and shall have all powers and duties necessary to fulfill its responsibilities, including,

but not limited to, the discretion to interpret and apply the Plan and to determine all questions relating to eligibility for benefits, including which Company executives are eligible to receive Plan benefits. The Plan Administrator may adopt such rules and regulations as it deems appropriate. The Plan Administrator and all Plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem appropriate in their sole and absolute discretion, and to make any findings of fact needed in the administration of the Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.

(3)Finality of Determinations

All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under the Plan. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority shall not thereafter obligate it to exercise its authority in a like fashion.

(4)Drafting Errors

If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole and absolute discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in their sole and absolute discretion.

(5)Scope

This section may not be invoked by any person to require the Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries.

(o)Named Fiduciary

The Plan Administrator is the named fiduciary of the Plan within the meaning of ERISA, with the power to act with respect to the review of claims for benefits under the Plan that are denied.

(p)Allocation and Delegation of Responsibilities

The Plan Administrator may allocate any of its responsibilities for the operation and administration of the Plan to any Company officer or employee. It may also delegate any of its responsibilities under the Plan by designating another person to carry out such responsibilities. Any such designated person shall then be responsible for carrying out the delegated responsibilities.

Until such time as the Plan Administrator determines otherwise, the Vice President, Employee Relations & Engagement (or successor position) shall have the Plan Administrator’s authority under the Plan under Section 7(n) for the general administration and management of

the Plan, including the discretion to interpret and apply the Plan and to determine all questions relating to eligibility for benefits and the authority to approve or deny claims under Section 8(a); however, the Plan Administrator shall retain its authority to review denied claims under Section 8(b) of the Plan. The Vice President, Employee Relations & Engagement may delegate the foregoing responsibilities under the Plan by designating another person to carry out such responsibilities. Any such designated person shall then be responsible for carrying out the delegated responsibilities.

(q)No Individual Liability

It is the express purpose and intention of the Company that no individual liability whatsoever shall attach to, or be incurred by, any member of the Committee, the board of directors of the Company, or any officer, employee, representative or agent thereof, under, or by reason of the operation of, the Plan.

(r)Amendment of Plan

The Company retains the right to amend or terminate the Plan at any time and for any reason by action of the Compensation and Management Development Committee; provided, however, that the Company’s Executive Vice President, Chief People Officer (or successor position) may make non-material amendments to the Plan to the extent permitted by applicable law, as determined by the Company in its sole discretion; provided further that no amendment shall be effective during the period commencing on or after the signing date of the merger or other applicable transaction document pursuant to which a Change in Control occurs and the earlier of the date of the Change in Control or the date such merger or transaction agreement terminates; and provided further that no amendment on or after the closing of a Change in Control shall be effective with respect to an affected executive without the executive’s written consent.

8.Claims and Review Procedures

(a)Claims

Any current or former executive who feels that the executive will not or has not received the proper severance benefits under the Plan must file a written claim with the Plan Administrator within the earlier of (i) six months of the date the executive’s employment with the Company terminated; or (ii) one month after the executive knew or should have known of the executive’s potential right to Plan benefits. Any claim filed after such date will be untimely. The Plan’s claims procedures do not create any independent rights to Plan benefits. In other words, an executive who files a claim for Plan benefits under the Plan’s claims procedures will not be entitled to any Plan benefits unless the Plan Administrator determines that the executive has or will satisfy all the Plan’s requirements. If the Plan Administrator approves any such claim, the executive will be required to sign and not revoke the Agreement prior to receiving Plan benefits. The Plan Administrator will review the claim and notify the displaced executive of its decision in writing within 90 days after the claim is received, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-

day period. Any such extension may be for up to 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the plan expects to render the benefits determination.

If the Plan Administrator denies a claim, in whole or in part, the Plan Administrator’s notice will set forth:

•The specific reason(s) for the denial;

•The Plan provision(s) on which the denial is based;

•A description of any material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary; and

•A description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefits determination on review.

(b)Review of Denied Claims

If the claimant feels the denial of the claim is improper, the claimant, or the claimant’s duly authorized representative, must file a written request for a full review of the claim. A request for review must be filed with the Plan Administrator within 60 days after the claimant receives the notice of denial and should set forth all of the grounds upon which it is based, all facts in support of the request and any other matters the claimant (or the claimant’s representative) deems pertinent. The claimant may submit any written comments, documents, records, and other information relating to the claim for benefits that the claimant wishes. The Plan Administrator will give the claimant, or the claimant’s representative, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits. Any such review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefits determination.

The Plan Administrator will furnish the claimant with a final written decision within 60 days after receipt of the request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 60-day period. Any such extension may be for up to 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the plan expects to render the determination on review.

If the Plan Administrator denies a claim on review, in whole or in part, the Plan Administrator’s notice will set forth:

•The specific reason(s) for the denial;

•The Plan provision(s) on which the denial is based;

•A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

•A statement of the claimant’s right to bring a civil action under section 502(a) of ERISA.

(c)Litigation of Claims Denied on Review

If the claim is denied on review and the claimant wishes to file a lawsuit, the executive must do so within 6 months of the date the claim was denied on review. Any lawsuit filed after such date will be untimely. In any event, a claimant must timely exhaust the Plan’s claims procedures set forth above before filing a lawsuit to recover Plan benefits.

Notwithstanding anything to the contrary just set forth, claims and appeals shall be handled in accordance with the requirements of the U.S. Department of Labor’s claims procedure regulations, currently set forth in 29 C.F.R. 2560.503-1 et seq., which are incorporated by reference.

9.Your Rights Under ERISA

As a participant in The Gap, Inc. Senior Executive Severance Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to:

(a)Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

Receive a summary of the plan’s annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.

(b)Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If it should happen that plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

(c)Assistance with Your Questions

If you have any questions about this Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.

TO EVIDENCE THE ADOPTION OF THE PLAN, as amended and restated effective as of August 12, 2025, this document has been executed by an authorized representative of The Gap, Inc.


			THE GAP, INC.
Dated:	August 14, 2025	By:	/s/ Amanda Thompson Amanda Thompson, Executive Vice President, Chief People Officer

ERISA INFORMATION

PLAN NAME:

The Gap, Inc. Senior Executive Severance Plan

PLAN IDENTIFICATION NUMBER:

532

PLAN SPONSOR:

The Gap, Inc.
Two Folsom Street
San Francisco, CA 94105
415-427-0100

PLAN YEAR:

The calendar year.

PLAN ADMINISTRATOR:

The Gap, Inc. Severance Plan Committee
Two Folsom Street
San Francisco, CA 94105
415-427-0100

PLAN SPONSOR’S FEDERAL EMPLOYER IDENTIFICATION NUMBER:

94-1697231

AGENT FOR SERVICE OF LEGAL PROCESS:

Corporate Service Company
1013 Centre Road
Wilmington, Delaware 19805

TYPE OF PLAN:

The Plan is a severance pay plan within the meaning of Labor Regulations Section 2510.3-2 that is an employee welfare benefit plan, as defined in ERISA Section (3)(1) and Labor Regulations Section 2520.104-24. The Plan is designed to provide severance payments to a select group of management or highly compensated employees in the case of certain terminations of employment from the Company other than For Cause.

Exhibit A

Participation Agreement

THE GAP, INC.

SENIOR EXECUTIVE SEVERANCE PLAN

Participation Agreement

THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of ________, _____ by and between ___________ (the “Executive”) and The Gap, Inc. (the “Company”).

The Executive is eligible to participate in The Gap, Inc. Senior Executive Severance Plan (the “Plan”). The Executive accepts participation in the Plan and, intending to be legally bound, agrees as follows:

1.Participation in the Plan; Termination of any other Rights to Severance Benefits. Subject to the terms of the Plan, the Executive agrees that the Plan is the Executive’s sole source of severance benefits and supersedes any and all other separation or severance pay or benefits policies or practices of the Company or its subsidiaries or affiliates. The Executive further agrees to forego severance benefits or payments to which the Executive may otherwise be entitled, if any, under the terms of any agreement, plan, or other arrangement with the Company or its subsidiaries or affiliates that are payable in the event of the Executive’s termination of employment.

2.Executive’s Undertakings. The Executive agrees to be bound by, and accept, all of the terms of the Plan.

This Agreement has been duly executed as of the day and year first written above.

THE GAP, INC.

By:_________________________

Title:_______________________

I hereby acknowledge that I have had the opportunity to review and consider the Plan. I hereby accept my eligibility for severance benefits described in the Plan and agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of The Gap Severance Plan Committee and/or Compensation and Management Development Committee of the Board of Directors of the Company, as applicable, shall be final and binding.

____________________________

Executive

Document

Exhibit 10.2

Award No. _______________________

THE GAP, INC.

DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT

The Gap, Inc. (the "Company") hereby grants to __________ (the "Employee"), an award (the “Award”) of Restricted Stock Units (each Restricted Stock Unit shall be referred to as a “Stock Award”) which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of the vesting conditions and other conditions set forth in the attached Appendix A and Appendix B. This Award is granted pursuant to The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Deferred Restricted Stock Unit Award Agreement, including the terms and conditions contained in the attached Appendix A and Appendix B (collectively, the “Agreement”). The date of this Agreement is __________. Subject to the provisions of Appendix A, Appendix B and of the Plan, the principal features of this Award are as follows:


Number of Stock Awards:						__________

Date of Grant:						__________

Date(s) Stock Awards Scheduled to Vest:



Vesting Date						Number of Shares Vesting on Vesting Date

__________						__________

__________						__________

__________						__________

As provided in the Plan and in this Agreement, this Award may terminate before the scheduled vest date(s) of the Stock Awards. For example, subject to paragraph 4, if the Employee’s Termination of Service or “separation from service,” as defined under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”) occurs before the date this Award vests, this Award will terminate at the same time as such Termination of Service or separation from service. Important additional information on vesting and forfeiture of the Stock Awards covered by this Award is contained in paragraphs 4 and 5 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, APPENDIX B AND THE PLAN, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD.

IN WITNESS WHEREOF, the Company and the Employee have agreed to the terms of this Agreement, to be effective as of the date first above written.


		THE GAP, INC
Dated:	____________________________	____________________________
		[NAME] [TITLE]

By accepting this Award, electronically or otherwise, I understand and agree that this Award is 1) subject to all of the terms and conditions of this Agreement (including the attached Appendix A and Appendix B) and of the Plan, 2) not considered salary, nor is it a promise for future grants of Awards, 3) not a term or condition of my employment with the Company (or one of its Affiliates), and 4) made at the sole discretion of the Company.

APPENDIX A

TERMS AND CONDITIONS OF STOCK AWARD

1. Grant of Stock Awards. The Company hereby grants to the Employee as a separate incentive in connection with his or her employment with the Company or an Affiliate and not in lieu of any salary or other compensation for his or her services provided to the Company or an Affiliate, an Award with respect to the number of Stock Awards set forth on page 1 of this Agreement, subject to all the terms and conditions in this Agreement and the Plan.

2. Company’s Obligation to Pay. Unless and until a Stock Award has vested in accordance with the terms hereof, the Employee will have no right to payment of a Share with respect to the Stock Award. Prior to actual payment of any Shares pursuant to vested Stock Awards, each Stock Award represents an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. No Shares shall be issued until after the Stock Awards have vested in accordance with the terms hereof and shall be issued in accordance with the settlement terms hereof. Notwithstanding Section 9.6 of the Plan, the Stock Awards will only be settled, if at all, in Shares, provided that to the extent a fractional share is earned, the number of Shares paid shall be rounded down to the nearest whole number and no fractional Share shall be issued.

3. Vesting of Stock Awards and Issuance of Shares.

(a) Subject to paragraphs 4 and 5, the Stock Awards subject to this Agreement will vest as to the number of Stock Awards, and on the dates shown, on the first page of this Agreement (each a “Vesting Date”), but in each case, only if the Employee has been continuously employed by, or providing consulting services to, the Company or one of its Affiliates from the date of this Award until the applicable Vesting Date of the Stock Awards. Subject to paragraphs 4 and 5, if the Employee has had a Termination of Service (as described below) or a Separation from Service (defined below) prior to such date(s), the Award shall terminate, as set forth in paragraph 5.

(b) The Stock Award, to the extent vested, shall be settled in Shares in accordance with Employee’s deferral election dated [ ].

(c) If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Stock Awards (or acceleration occurs pursuant to Section 12.2 of the Plan), the payment of such accelerated portion of the Stock Awards nevertheless shall be made at the same time or times described in paragraph 3(b).

(d) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Shares subject to the Stock Awards granted under this Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

(e) No fractional Shares shall be issued under this Agreement. To the extent a fractional share is earned, the number of Shares paid shall be rounded down to the nearest whole number and no fractional Share shall be issued.

4. Vesting Acceleration Events.

(a) In the event that a Company agreement or plan provides for full or partial vesting of the Stock Awards upon Employee’s termination of employment, any Stock Awards that so vest shall be settled in accordance with paragraph 3(b) hereof, subject to Employee (or his beneficiaries in the case of death) timely signing any release of claims required by such Company agreement or plan after such separation and not revoking such release during any applicable revocation period.

(b) In the event of the Employee’s death or Separation from Service due to Disability (“Disability Termination”), the remaining Stock Awards shall automatically and with no exercise of discretion by the Committee become fully vested, and shall be settled in accordance with paragraph 3(b) hereof. Notwithstanding the previous sentence, if in the event that within one year of the date of this Agreement, the Employee dies or incurs a Disability Termination, the Stock Awards granted pursuant to this Agreement shall immediately thereupon terminate.

(c) Except as would result in taxation under Section 409A, a portion of the remaining Stock Awards automatically and with no exercise of discretion by the Committee shall become fully vested, and shall be settled, and applicable taxes shall be withheld by the Company or its designated Affiliate in accordance with paragraph 6 in the first year in which this Stock Award becomes subject to the Federal Insurance Contributions Act (“FICA”) on the later of the date that the Stock Award become subject to FICA or November 15th of such year. The portion of the remaining Stock Awards that vests and is settled in accordance with the preceding sentence shall have an aggregate market value sufficient to pay any taxes required to be withheld by the Company (or an Affiliate) solely as a result of (i) the Stock Award becoming subject to FICA, and (ii) the vesting and settlement of such portion of the remaining Stock Awards.

(d) In the event of the Employee's Retirement (as defined below), the remaining Stock Awards automatically and with no exercise of discretion by the Committee shall become fully vested, and shall be settled in accordance with paragraph 3(b) hereof. Notwithstanding any other provision of this paragraph 4(d), if in the event that within one year of the date of this Agreement, the Employee Retires, no portion of the Stock Awards granted pursuant to this Agreement will vest and the Stock Awards shall immediately thereupon terminate.

(e) For purposes of this Agreement, “Retirement” shall mean the Employee’s Separation from Service for any reason (other than due to the Employee’s misconduct as determined by the Company in its sole discretion) after the Employee has attained age 60 and completed at least five (5) years of continuous service as an Employee of the Company or an Affiliate.

5. Termination of Service; Separation from Service. Notwithstanding any contrary provision of this Agreement and except as set forth in paragraphs 4, the balance of the Stock Awards that have not vested will be forfeited and cancelled automatically upon the earlier of the Employee’s (i) Termination of Service or (2) “separation from service” within the meaning of Section 409A (“Separation from Service”). For purposes of this Agreement, Termination of Service shall have the meaning set forth in the Plan and be determined by reference to the Employee’s service without reference to any other agreement, written or oral, including the Employee’s contract of employment (if any). Thus, upon the earlier of (i) Employee’s Termination of Service (whether or not in breach of local labor laws) or (ii) Employee’s Separation from Service, unless otherwise expressly provided for under this Agreement, the Employee’s right to vest in the Stock Awards under the Plan, if any, will terminate at such time. The Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of Service or Separation from Service.

6. Withholding Taxes. [ALTERNATIVE 1]: As a condition to the grant, vesting and settlement of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employee’s employer (the “Employer”) and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant, vesting or settlement of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards or the Shares. Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee is also solely

responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting or settlement of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. The Employee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting or settlement of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under Applicable Laws. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Absent an election by Employee described below in this paragraph, a portion of the Shares scheduled to be issued pursuant to vested Stock Awards that have an aggregate fair market value sufficient to pay the Tax-Related Items shall be withheld to satisfy such Tax-Related Items. Furthermore, the Company will cooperate with Employee to enable Employee to have Shares withheld to cover applicable withholding up to the maximum statutory rates as permitted by applicable law (i) to the extent it does not result in adverse accounting or other consequences to the Company and (ii) subject to Employee timely providing the Company with any documentation necessary to effect withholding up to such maximum. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a required withholding event, of his or her intent to satisfy the tax withholding requirement by remitting in cash or check the full amount of the tax withholding to the Company at the time of the required withholding event. In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the time of the required withholding event, the Company shall satisfy the tax withholding requirement pursuant to the first sentence of this paragraph.

If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the Stock Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. The Employee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding the transaction.]

[ALTERNATIVE 2]: As a condition to the grant, vesting and settlement of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employee’s employer (the “Employer”) and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant, vesting or settlement of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting or settlement of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. The Employee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, vesting or settlement of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under Applicable Laws. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

No payment will be made to the Employee (or his or her estate) in relation to the Stock Awards unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, as amended, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

(a) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company or the Employer; or

(b) withholding from proceeds of the sale of Shares acquired upon vesting of the Stock Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization); or

(d) surrendering already-owned Shares having a fair market value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences.

If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is, subject to Applicable Laws, deemed to have been issued the full number of Shares subject to the Stock Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. The Employee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 7. The Employee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding the transaction.

It is the Company’s current practice to withhold a portion of the Shares scheduled to be issued pursuant to vested Stock Awards that have an aggregate market value sufficient to pay the Tax-Related Items. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee, if the Company in its sole discretion so agrees, may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a required withholding event, of his or her intent to satisfy the tax withholding requirement by remitting the full amount of the tax withholding to the Company at the time of the required withholding event. In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the time of the required withholding event, the Company shall satisfy the tax withholding requirement pursuant to the first two sentences of this paragraph. However, the Company reserves the right to withhold for Tax-Related Items pursuant to any means set forth in this paragraph.]

7. Vesting/Foreign Taxes Due. If the Employee is subject to tax in a country outside the U.S. (“Foreign Country”) and if pursuant to the tax rules in such Foreign Country, the Employee will be subject to tax prior to the date that the Employee is issued Shares pursuant to this Agreement, the Committee, in its discretion, may accelerate vesting and settlement of a portion of the Stock Awards to the extent necessary to pay the foreign taxes due (and any applicable U.S. income taxes due as a result of the acceleration of vesting and settlement) but only if such acceleration does not result in adverse consequences under Section 409A (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xi)).

8. Beneficiary Designation. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the Employee's designated beneficiary to the extent such designation is valid under applicable law, or if no such beneficiary survives the Employee or no beneficiary is designated, the person or persons entitled to such distribution or delivery under the Employee's will or, to the executor of his or her estate. In order to be effective, a beneficiary designation must be made by the Employee in a form and manner acceptable to the Company and permitted by the Company. Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

penalty provision or other provision of the Internal Revenue Code or foreign tax law shall not be treated as a violation of Applicable Laws. Furthermore, the Company retains sole discretion to determine if and when it is appropriate to undertake any regulatory filing or other administrative steps in order to avoid such violation. The Company is under no obligation to undertake any such filing or other steps that would not otherwise be required except in relation to the Plan and grants thereunder and shall not assume any liability due to the failure to complete such filing or other steps.

10. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Stock Award unless and until Shares have been issued in accordance with this Agreement, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee. Except as provided in paragraph 11, after such issuance, recordation, and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

11. Adjustments. The Award is subject to adjustment in accordance with Section 4.3 of the Plan.

12. Nature of Grant. In accepting the grant of Stock Awards, the Employee acknowledges that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)the grant of the Stock Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards, or benefits in lieu of Stock Awards, even if Stock Awards have been granted repeatedly in the past, and all decisions with respect to future grants of Stock Awards or other Awards, if any, will be at the sole discretion of the Company;

(c)all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;

(d)the Employee’s participation in the Plan is voluntary;

(e)the Stock Awards and the Shares subject to the Stock Awards are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of the Employee’s employment contract, if any;

(f)the Stock Awards and the Shares subject to the Stock Awards are not intended to replace any pension rights or compensation;

(g)the Stock Awards and the Shares subject to the Stock Awards are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

(h)the future value of the Shares underlying the Stock Awards is unknown and cannot be predicted with certainty;

(i)neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar (or the selection by the Company or an Affiliate in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Stock Awards (or the calculation of income or Tax-Related Items thereunder);

(j)in consideration of the grant of the Stock Awards, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Awards resulting from the Employee’s Termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) or Employee’s Separation from Service and the Employee irrevocably releases the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and

(k)the Stock Awards and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

13. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or his or her acquisition or sale of the underlying Shares. The Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan.

14. Data Privacy. By participating in the Plan, the Employee explicitly agrees and consents to the collection, use and transfer, in electronic or other form, of the Employee’s Personal Data (as described below) by and among, as applicable, the Company and any Subsidiary or Affiliate or third parties as may be selected by the Company, for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that refusal or withdrawal of consent will affect the Employee’s ability to participate in the Plan; without providing consent, the Employee will not be able to participate in the Plan or realize benefits (if any) from the Stock Awards.

For purposes of this Section, the Employee understands that the Company and any Subsidiary or Affiliate or designated third parties may hold certain personal information that identifies or is associated with the Employee (“Personal Data”), including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Subsidiary or Affiliate, details of all Stock Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor. The Employee understands that the Employee’s Personal Data may be transferred to any Subsidiary or Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in jurisdictions outside of the Employee’s country of residence with different and less stringent data privacy laws and protections than may exist in the Employee’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the Subsidiary or Affiliate that is Employee’s employer and its payroll provider.

The Employee should also refer to the Gap Inc. Employee Privacy Policy (which is available to the Employee separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of the Employee’s Personal Data.

Appendix B sets out jurisdiction-specific terms applicable to our processing of the Employee’s Personal Data which supplement and, in some cases, supersede the provisions in this Section 14.

15. Plan Governs. This Agreement is subject to all the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of

the Plan, the provisions of the Plan will govern except as required to comply with Section 409A. Terms used in this Agreement that are not defined in this Agreement will have the meaning set forth in the Plan.

16. Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any portion of the Stock Award has vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

17. No Right to Employment or Continued Employment. The Employee understands and agrees that the Stock Awards and this Agreement do not constitute or create any contract of employment or right to further employment with the Employer or any Affiliate and shall not impact in any way the right of the Employer to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause, subject to applicable local law. The Employee understands and agrees that unless contrary to applicable local law or there is an employment contract in place providing otherwise, his or her employment is "at-will" and that either the Employer or the Employee may terminate the Employee's employment at any time and for any reason, subject to applicable local law. The Employee also understands and agrees that his or her "at-will" status (if applicable) can only be changed by an express written contract signed by an authorized officer of the Company and the Employee if the Employee’s employer is the Company.

18. Non-Transferability of Award. Except as otherwise herein provided, the Stock Awards herein granted and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such Stock Award, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, such Stock Award and the rights and privileges conferred hereby will immediately become null and void.

19. Binding Agreement. Subject to the limitation on the transferability of the Stock Award contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Employee and the Company.

20. Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of its Legal Department, at The Gap, Inc., Two Folsom Street, San Francisco, California 94105, or at such other address as the Company may hereafter designate in writing. Any notice to be given to the Employee will be addressed to the Employee at the address set forth on the records of the Company. Any such notice will be deemed to have been duly given when delivered, if notice is delivered personally, or 48 hours after sent to an aforesaid address, either by registered or certified U.S. mail with postage and registry fee prepaid, via the United States post office or a generally recognized international courier such as DHL or Federal Express.

21. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

22. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

23. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written agreement executed by a duly authorized officer of the Company.

24. Amendment, Suspension or Termination of the Plan. By accepting this Award, the Employee expressly warrants that he or she has received a right to an equity-based award under the Plan, and has received, read, and understood a description of the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended, or terminated by the Company at any time.

25. Notice of Governing Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Francisco County, California, or the federal courts for the United States for the Northern District of California and no other courts, where this grant is made and/or to be performed.

26. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents or notices related to current or future participation in the Plan by electronic means. By accepting this Award, whether electronically or otherwise, the Employee hereby consents to receive such documents or notices by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the use of electronic signatures or click-through acceptance of terms and conditions.

27. Language. If the Employee has received this Agreement, including Appendices, or any other document related to the Plan translated into a language other than English, and the meaning of the translated version is different than the English version, the English version will control.

28. Appendix B. The Stock Awards shall be subject to any special terms and conditions set forth in Appendix B to this Agreement for the Employee’s country. Moreover, if the Employee relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Employee, to the extent Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. To the extent that an applicable term or condition set forth in Appendix B conflicts with a provision in this Appendix A, the provisions of Appendix B shall apply.

29. Imposition of Other Requirements. The Company reserves the right, without the Employee’s consent, to cancel or forfeit any outstanding portion of the Stock Awards or to impose other requirements on the Employee’s participation in the Plan, on the Stock Awards and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Employee also understands that the laws of the country in which the Employee is residing or working at the time of grant or vesting of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares under this Award or may subject the Employee to additional procedural or regulatory requirements that the Employee is and will be solely responsible for and must fulfill, and neither the Company nor any Affiliate assumes any liability in relation to this Award in such case. Such requirements may be outlined in but are not limited to those described in Appendix B.

* * *

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS OF THE GAP, INC.

DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT

NON-U.S. EMPLOYEES

This Appendix B includes special terms and conditions applicable to the Employee if the Employee resides or works in or moves to or otherwise becomes subject to the laws or company policies of one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement. Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

This Appendix B also includes country-specific information of which the Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2025. However, such laws are often complex and change frequently. As a result, the Company strongly recommends that the Employee does not rely on the information noted herein as the only source of information relating to the consequences of the Employee’s participation in the Plan because the information may be out of date at the time that the Employee vests in Share Awards or sells Shares acquired under the Plan. In addition, the information is general in nature and may not apply to the Employee’s particular situation, and the Company is not in a position to assure the Employee of any particular result. Accordingly, the Employee is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, please note that the notices, disclaimers, and/or terms and conditions contained in this Appendix B may also apply, as from the date of grant, if the Employee moves to or otherwise is or becomes subject to the Applicable Laws or company policies of the relevant country(ies) listed below.

Securities Law Notice

Unless otherwise noted, neither the Company nor the Shares for purposes of the Plan are registered with any local stock exchange or under the control of any local securities regulator outside the U.S. The Agreement (of which this Appendix is a part), the Plan, and any other communications or materials that the Employee may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the U.S., and the issuance of securities described in any Plan-related documents is not intended for offering or public circulation outside the U.S.

EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)

Data Privacy. Where the Employee is a resident of the EU/EEA or the United Kingdom, the following provision applies and supplements Section 14 of Appendix A of the Agreement. The Employee understands and acknowledges that:

•The data controller is the Company; queries or requests regarding the Employee’s Personal Data should be made in writing to the Company’s representative relating to the Plan or Stock Award matters, who may be contacted at: Global_Equity_Administration@Gap.com;

•The legal basis for the processing of Personal Data is that the processing is necessary for the performance of a contract to which the Employee is a party (namely, this Agreement);

•Personal Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan;

•The Employee may, at any time, access his or her Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data without cost or exercise any other rights he or she may have in relation to his or her Personal Data under Applicable Laws, including the right to make a complaint to an EU/EEA data protection regulator, or if the Employee is in the UK, the UK Information Commissioner’s Office.

BANGLADESH

Foreign Exchange and Share Ownership Obligations. Bangladeshi residents must report the acquisition of foreign securities (including Shares acquired under the Plan) to Bangladesh Bank within 30 days of acquisition. Bangladesh residents who hold foreign securities (including Shares acquired under the Plan) and wish to sell, transfer or otherwise transact in such securities, must first obtain an export permit by submitting an application to the Bangladesh Bank through an Authorized Dealer. Permission for the sale or transfer of foreign securities will generally be granted, provided that an undertaking is given by the Authorized Dealer that the securities sales proceeds from the sale of Shares will be repatriated to Bangladesh within a specified period. It is the Employee’s responsibility to obtain the requisite export permit and comply with any other applicable requirements under Bangladesh foreign exchange regulations. The Employee should consult with his or her personal legal and financial advisor in this regard.

CANADA

Securities Law Notice. The security represented by the Stock Award and the offered Shares are issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. The Employee acknowledges that as long as Gap, Inc. is not a reporting issuer in any jurisdiction in Canada, the offered Shares will be subject to material restrictions on their transfer in Canada, including an indefinite restricted period. However, subject to applicable securities laws, the Employee is permitted to sell Shares acquired through the Plan through a designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canada via the stock exchange on which the Shares are traded. The Employee is encouraged to consult his /her legal advisors prior to the sale of any Shares.

Settlement of Stock Awards. Notwithstanding any discretion or anything to the contrary in the Plan, the grant of the Stock Awards does not provide any right for the Employee to receive a cash payment and the Stock Awards will be settled in Shares only.

Foreign Share Ownership Reporting. If the Employee is a Canadian resident, his or her ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual tax reporting obligations. The Employee should refer to CRA Form T1135 (Foreign Income Verification Statement) and consult his or her tax advisor for further details. It is the Employee’s responsibility to comply with all applicable tax reporting requirements.

The following provisions will apply to Employees who are residents of Quebec:

Language Consent. The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (“Agreement”), ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement à la présente convention.

Termination of Service. For purposes of the Stock Award under the Plan, “Termination” with the Company and its Subsidiaries shall be deemed to occur on the date the Employee is no longer actively providing services as an employee (except, in certain circumstances, to the extent the Employee is on a Company-approved leave of absence and subject to any Company policy or applicable laws regarding such leaves), and will not, except as required by applicable employment standards legislation, be extended by any period of advance notice or “garden leave” that may be required contractually or under applicable law, unless otherwise determined by the Company in its sole discretion. To the extent required by applicable employment standards legislation, the Employee shall be deemed to have continued in employment through the end of the minimum statutory notice period under such legislation and the date of termination shall be deemed to occur on the last day of such minimum statutory notice period for purposes of determining the Employee’s entitlement to the Stock Award under the Plan. In no event shall the Employee’s date of termination be deemed to occur later than the last day of such minimum statutory notice period. Further, the Employee will not have any claim for damages in lieu of any Stock Award that would have otherwise vested following the last day of active employment as described herein.

GUATEMALA

Foreign Ownership Reporting. Although individuals are permitted to own shares in a US company and hold a US brokerage account, such off-shore holdings and accounts may be subject to reporting to the tax authorities and as part of the Employee’s personal financial statements. Such requirements are the Employee’s personal obligation, and the Employee is advised to seek professional advice.

HONG KONG

Securities Law Notice. WARNING: The Stock Awards and Shares issued upon vesting (if any) do not constitute a public offering of securities under Hong Kong law and are available only to Employees of the Company and its Affiliates. The Agreement, including this Appendix B, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been authorized or reviewed by, registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. The Stock Award is intended only for the personal use of each eligible Employee of the Company or its Affiliates and may not be distributed to any other person. If the Employee is in any doubt about any of the contents of the Agreement, including this Appendix B, or the Plan, the Employee should obtain independent professional advice.

INDIA

Share Valuation. The amount subject to tax at vesting may be dependent upon a valuation of Shares from a Merchant Banker in India. The Company has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law.

Repatriation Requirement. Unless the proceeds from the sale of Shares acquired by Employee under the Plan are otherwise reinvested in accordance with the Indian exchange control regulations, Employee is required to take all reasonable steps to immediately repatriate and surrender to an authorised person all foreign exchange received by Employee from such sale and in any case no later than 180 days from the date of such sale. Unless otherwise reinvested in accordance with the Indian exchange control regulations, any dividends received in relation to the Shares received under the Plan must also be repatriated to India within 180 days of receipt of such dividends.

the remittance certificate received from the bank where foreign currency is deposited in the event the Reserve Bank of India or the Company or Employee’s employer requests proof of repatriation.

As the foreign exchange regulations may change, it is Employee’s responsibility to comply with any applicable requirements. Employee should consult with their personal advisor to ensure that they are properly complying with their foreign exchange regulations.

Foreign Asset/Account Reporting Notification. Employee is required to declare any foreign bank accounts and any foreign financial assets (including shares of Gap, Inc held outside of India) in their annual income tax return. It is Employee’s responsibility to comply with this reporting obligation and Employee should consult their personal legal advisor to determine whether the obligation applies to their personal situation.

Settlement of Award. If the Stock Award, or a part of it, is settled with the Employee after the Employee’s employment terminates, such settlement shall be carried out only if permitted by, and in accordance with, the Indian exchange control laws including but not limited to the Foreign Exchange Management (Overseas Investment) Rules, 2022, as amended from time to time. If the settlement, whether in whole or in part, is not so permitted under the Indian exchange control laws in force at the time, then the Company shall have sole discretion to decide an alternative manner in which the Stock Award may be settled in favor of the Employee. It is hereby clarified that the discretion allowed to the Company can also include forfeiture of the Stock Award, entirely or in part, to the extent that settlement is not permitted under the applicable Indian exchange control laws in force at the time of settlement.

Compliance obligations of the Indian employer (“Indian Company"). On any settlement or divestment of Shares underlying this Stock Award and/or reinvestment of proceeds from the sale of such Shares, the Employee agrees to provide to the Indian Company in due time, true and accurate details regarding all such transactions, including amount of proceeds received and all supporting documenting evidencing such transactions (such as bank account statements or share certificates). It is hereby clarified that the Employee also permits the Indian Company to disclose such information to an Authorized Dealer bank, Reserve Bank of India or any other regulatory authority, to comply with the Indian Company’s reporting obligations under the Indian exchange control laws or any other laws applicable at that point in time.

JAPAN

Securities Law Notice. The Company hereby informs you that the provisions of Paragraph 1, Article 4 of the Financial Instruments and Exchange Act of Japan (No. 25 of 1948, as amended) do not apply to the grant of this Stock Award.

金融商品取引法に関する通知　当社は、本Stock Awardの付与が、日本の金融商品取引法（昭和23年法律第25号、以後の改正を含む）第4条第1項の規定の適用を受けないものであることをここにお知らせします。

Securities Acquisition Report. If the Employee acquires Shares valued at more than ¥100,000,000 total, the Employee must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days from the acquisition of the Shares.

Exit Tax. Please note that the Employee may be subject to tax on the Stock Awards, even prior to vesting, upon relocation from Japan if the Employee (1) holds financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principle place of residence (jusho) or temporary place of abode (kyosho) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. The Employee should discuss his/her tax treatment with his/her personal tax advisor.

PEOPLE’S REPUBLIC OF CHINA

Sale of Shares Upon Vesting. By accepting the Stock Awards, the Employee acknowledges and agrees that the Company or the Committee, in its sole discretion, has the right to determine that one of the following sales mechanisms will be pursued: (1) immediate sale of the Shares issued upon the vesting of Stock Awards ("Immediate Sale"); or (2) granting the Employee the right to hold the Shares issued upon the vesting of Stock Awards for a period of time and then sell the Shares on a future day at their own discretion ("Normal Sale"). In the event of a Termination of Service, the Company or the Committee shall also have the sole discretion to determine whether an Immediate Sale will occur. In any event, any Shares held shall be sold within 6 months of a Termination of Service or before the expiration of the Plan (whichever is earlier).

Shares will be transferred to a brokerage firm designated by the Company (the "Brokerage Firm"). The Brokerage Firm, on the Employee’s behalf, may: (a) immediately sell the Shares at the prevailing market price pursuant to any process for the sale set forth by the Company pursuant to the Immediate Sale of the Shares, or (b) sell the Shares at the prevailing market price, upon receipt of a properly executed notice together with irrevocable instructions from the Employee, pursuant to any process for the sale set forth by the Company pursuant to Normal Sale of the Shares; and deliver the proceeds less the Tax-Related Items and any broker fees, to the Company or its designee, which would then remit the net proceeds to the Employee through the Company’s or Affiliate’s special-purpose foreign exchange bank account in China. As a result of the Immediate Sale of Shares as set forth in this Appendix B, no Shares would be delivered to the Employee, and the Employee would not have any resulting rights as a shareholder of the Company. However, where a Normal Sale is intended, the Employees will have the rights as shareholders as provided in paragraph 11 of Appendix A following issuance of Shares at vesting and until the Normal Sale of such Shares. In any case, the Employee agrees that Shares may not be moved to any account or brokerage firm not designated by the Company and may not be moved out of any permitted account other than upon the sale of such Shares.

Mandatory Repatriation and Special Administration in China. The Employee’s ability to be issued Shares at vesting shall be contingent upon the Company or its Affiliate obtaining approval from the State Administration of Foreign Exchange (“SAFE”) for the Employee’s participation in the Plan (to the extent required as determined by the Company in its sole discretion) and the establishment of a SAFE-approved special-purpose foreign exchange bank account for equity sale proceeds. If at the time of vesting, SAFE approval has not been obtained, the Company may cancel this Stock Award with no liability, compensation or benefits in lieu of compensation due to the Employee. The Employee understands and agrees that he or she will be required to immediately repatriate the proceeds from the Immediate Sale or Normal Sale of Shares to China. The Employee further understands that such repatriation of proceeds must be effected through the special-purpose foreign exchange account established by the Company or Affiliate, and the Employee hereby consents and agrees that the proceeds from the Immediate Sale or Normal Sale of Shares will be transferred to such account prior to being delivered to the Employee. Furthermore, the Employee understands that due to SAFE approval requirements, there may be delays in delivering the proceeds to the Employee; the Employee will bear any exchange rate risk relating to any delay; the Employee may be required to open a U.S. dollar bank account to receive the proceeds; and the Employee may also be required to pay directly to the Company or an Affiliate any Tax-Related Items due at vesting prior to receiving any proceeds from the sale of Shares.

The Company also has sole discretion to determine the mechanism to sell the Shares issued to the Employee upon vesting. The provisions above pursuant to which the Employee agrees to sell all Shares issued to him or her upon Termination of Service or immediately when the Shares are issued to him or her upon vesting at the then current market price is intended to be a plan pursuant to Rule 10b5-1 of the U.S. Securities Exchange Act of 1934, as amended, to the extent the Employee is subject to this Act. By signing the Agreement, the Employee represents that he or she is not aware of any material non-public information about the Company at the time he or she is signing the Agreement.

Please note that the Company in its sole discretion may choose not to apply the above procedures to non-PRC citizens.

SINGAPORE

Securities Law Notice. The grant of the Stock Award and any Shares thereunder is made in reliance on the prospectus registration exemption set out in section 273(1)(i), read together with Section 273(2), of the Securities and Futures Act (2001) (“SFA”), which provides an exemption from the prospectus and registration requirements under the SFA, and not with a view to the Stock Award or Shares being offered for sale or sold to any other party in Singapore. The Employee understands and acknowledges that this Agreement and/or any other document or material in connection with this offer and the underlying Shares have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. The aforementioned documents are not considered to be a prospectus as defined in the SFA and, accordingly, statutory liability under the SFA in relation to the content of prospectuses does not apply, and the Employee should consider carefully whether the investment is suitable for the Employee. Any and all Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA. By accepting the Stock Award, the Employee agrees not to sell or offer any Shares (received under this Stock Award) in Singapore within six months of the date of grant and unless such sale or offer in Singapore is made pursuant to the exemptions under Subdivision 4 of Division 1 under Part 13 of the SFA.

Director Notification Obligation. If the Employee is a director, associate director or shadow director (i.e., a non-director who has sufficient control so that the directors act in accordance with the directions and instructions of this individual) of the Company’s local entity in Singapore, he or she is subject to notification requirements under the Singapore Companies Act. Some of these notification requirements will be triggered by the Employee’s participation in the Plan. Specifically, the Employee is required to notify the local Singapore company when he or she acquires or disposes an interest in the Company, including when the Employee receives Shares upon vesting of this Award and when the Employee sells these Shares. The notification must be in writing and must be made within two days of acquiring or disposing of any interest in the Company (or within two days of initially becoming a director, associate director or shadow director of the Company’s local entity in Singapore). If the Employee is unclear as to whether he or she is a director, associate director or shadow director of the Company’s local entity in Singapore or the form of the notification, he or she should consult with his or her personal legal advisor.

Exit Tax / Deemed Exercise Rule. The Employee understands and agrees that if the Employee has received Stock Awards in relation to his or her employment in Singapore, then if, prior to the vesting of the Stock Awards, the Employee is 1) a permanent resident of Singapore and leaves Singapore permanently or is transferred out of Singapore; or 2) neither a Singapore citizen nor permanent resident and either ceases employment in Singapore or leaves Singapore for any period exceeding 3 months, the Employee will likely be taxed on the Stock Awards on a “deemed exercise” basis, even though the Stock Awards have not yet vested. The Employee should refer to the separate Stock Award and Option Guide and discuss his or her tax treatment with his or her personal tax advisor.

TÜRKIYE

Securities Law Information. The Stock Awards are made available only to employees of the Company and its affiliates, and the offer of participation in the Plan is a private offering. The grant of the Stock Awards and any issuance of Shares at vesting takes place outside Türkiye.

The sale and purchase of Shares traded on a foreign stock exchange by Turkish residents may only be conducted through a financial intermediary. Therefore, the Employee may be required to appoint a Turkish broker to assist with the sale of any Shares acquired under the Plan. The Employee should consult his or her personal legal and tax advisors before selling any Shares acquired under the Plan to confirm the compliance with applicable regulations.

Foreign Ownership Reporting. If the Employee is a resident of Türkiye, within 3 months following his or her first cash and/or in-kind capital issuance for establishing a company abroad, becoming a shareholder in an existing company (including shares acquired under an employee share option plan) or opening a branch, the Employee is required to fill out the information form on capital issuance abroad published on the website of the Ministry of Trade in accordance with the explanations stated therein and send it to the Ministry of Treasury and Finance and the Ministry of Trade. In addition, within 3 months from the end of each calendar year, the Employee is required to update the information form and submit it to the Ministry of Trade. Further information on the reporting obligation is available at https://ticaret.gov.tr/hizmet-ticareti/yurtdisi-yatirimlar/yurtdisi-yatirim-bildirimi, as may be amended from time to time. The Employee should consult with his or her personal advisor to ensure that they are properly complying with the exchange control regulations.

UNITED KINGDOM

Sub-Plan for UK Employees. The Stock Awards are granted pursuant to the Sub-Plan for UK Employees and references to the Plan in the Agreement shall be read as references to the Sub-Plan for UK Employees, where appropriate.

Restricted Securities Elections. Unless this requirement is waived by the Company, Employee shall enter into a joint election (with the appropriate employer) under section 431(1) or section 431(2) of the Income Tax (Earnings & Pensions) Act 2003 in respect of:

a.any Shares acquired (or to be acquired) on vesting of the Stock Awards;

b.any securities acquired (or to be acquired) as a result of any surrender of the Stock Awards; and

c.any securities acquired (or to be acquired) as a result of holding either Shares acquired on vesting of the Stock Awards or securities specified in paragraph (b) above or this paragraph (c).

* * *

Document

Exhibit 10.3

Action Required: Must be returned by [ ]

Deferral Election for
RSU Award

The Gap, Inc. 2016 Long-Term Incentive Plan


______________________________			______________________________
Name (Last, First, Middle Initial)			Employee Number

You may use this form to:

☐ Indicate the percentage of your annual award of restricted stock units under The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) that you wish to defer. Your elected percentage will apply to each vesting installment of such award.

☐ Designate the settlement timing of the deferred portion of your restricted stock units that vests (if any).

PLEASE REMEMBER THAT ONCE YOU MAKE AN ELECTION TO DEFER A RESTRICTED STOCK UNIT AWARD, YOU CANNOT REVOKE THAT ELECTION.


Deferral Election			Please select if you wish to defer restricted stock units; fill in the appropriate blanks.
☐ Award of Restricted Stock Units			I elect to defer [ ]% (you may only insert 25%, 50%, 75%, or 100%) of my annual award of restricted stock units anticipated to be granted under the Plan in the first quarter of fiscal [ ] (subject to my continued employment). I understand that this elected percentage will apply to each vesting installment of this award. This election does not apply to non-annual awards such as off-cycle, special or other awards, if any, granted to you. Please note that if you do not timely make an election to defer hereunder or your election is incomplete, such annual award of restricted stock units shall not be deferred.


Settlement Date			Please complete this section to indicate settlement timing for the deferred portion of your award of restricted stock units that vests. You may only choose one alternative.
☐ Separation of Service (Lump Sum) OR			I elect to defer the settlement of the deferred portion of my restricted stock units that vests (if any) to my Separation from Service (as defined in Section 409A of the Internal Revenue Code), in which case settlement shall occur in a lump sum within 30 days after the 6-month anniversary of such separation.
☐ Separation from Service (Installments) OR			I elect to defer the settlement of the deferred portion of my restricted stock units that vests (if any) to my Separation from Service (as defined in Section 409A of the Internal Revenue Code), in which case settlement shall occur in [ ] substantially equal annual installments (you may only insert 2 to 10 annual installments). The first installment shall be settled within 30 days after the 6-month anniversary of such separation and subsequent installment(s) shall be settled on the annual anniversary or anniversaries, as applicable, of the first installment. □ In the event of my death (whether before or after my installment payments have commenced), I elect to have the deferred portion of my restricted stock units that vests (if any) settled in a lump sum within 90 days after my death. (If you do not check this box, the deferred portion of your restricted stock units that vests (if any) will be settled in accordance with your Separation from Service/installment election above.)
☐ Date Specific (subject to earlier settlement upon Separation from Service)			I elect to defer the settlement of the deferred portion of my restricted stock units that vests (if any) to the earlier of (i) my Separation from Service; or (ii) the first business day of [ ] (insert a year no earlier than [ ] and no later than [ ]), in each case, with settlement made in a lump sum. In the event that settlement of my vested restricted stock units is triggered by my Separation from Service, settlement will occur in a lump sum within 30 days after the 6-month anniversary of such separation.1

1 Inserted dates should be 2 to 7 years after the last vesting date of the RSU award.

I understand:

•To the extent I do not elect to defer the settlement of my award of restricted stock units, such portion of the restricted stock units that vests (if any) will be automatically settled in shares of common stock of The Gap, Inc. (the “Company”) upon the dates set forth in the applicable grant agreement.

•Any portion of the deferred restricted stock units that vests will be settled in shares of the Company’s common stock as elected by me above.

•Except as explicitly set forth in the applicable grant agreement or other Company agreement or plan to which I am a party, if my Separation from Service occurs before my award of restricted stock units vest, any unvested restricted stock units will be forfeited as of the date my Separation from Service occurs.

•“Separation from Service” is defined in IRS Treasury Regulation Section 1.409A-1(h). While separation from service generally means termination of employment, a Separation from Service can also occur in the case of certain leaves of absence or upon a significant reduction in my work schedule. These events can trigger a “Separation from Service” resulting in the forfeiture of my unvested restricted stock units even if my employment with the Company for purposes of the Plan has not ended.

•The receipt of shares of the Company’s common stock pursuant to any award of restricted stock units will be taxed as ordinary income to me when settled whether or not I elect to defer settlement of my restricted stock units.

•The deferred portion of my award of restricted stock units shall otherwise be subject to the attached form of Deferred Restricted Stock Unit Award Agreement, subject to any changes made by the Company prior to the grant of your restricted stock units, if any, that do not violate Section 409A of the Code.

•Whether or not I make this election, the grant of restricted stock units to me is not guaranteed. In the event I do not receive an annual grant of restricted stock units in [ ], this election shall have no effect.

ACKNOWLEDGED AND AGREED:


______________________________			______________________________
Signature of Participant			Date

Document

Exhibit 10.4

Award No. _______________________

THE GAP, INC.

DEFERRED PERFORMANCE SHARE AGREEMENT

The Gap, Inc. (the "Company") hereby grants to __________ (the "Employee"), an award (the “Award”) of Performance Shares, which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of performance and vesting conditions and all of the terms and conditions other conditions set forth in the attached Appendix A and Appendix B. This Award is granted pursuant to The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Deferred Performance Share Agreement, including the terms and conditions contained in the attached Appendix A and Appendix B (collectively, the “Agreement”), and the resolutions of the Compensation and Management Development Committee of the Board of Directors of the Company (the “Committee”), dated __________ (the “Committee Resolutions”). The date of this Agreement is __________ (“Date of Grant”). Subject to the provisions of Appendix A, Appendix B and of the Plan, the principal features of this Award are as follows:


Number of Performance Shares at Threshold Performance:			__________
Number of Performance Shares at Target Performance:			__________
Maximum Number of Performance Shares:			__________

Performance Goals: The actual number of Shares to be earned under this Award will be determined based on attainment of corporate earnings and total shareholder return goals measured over 3 years (the “Performance Period”). Such goals and the extent to which they have been achieved will be determined by the Committee, in its sole discretion, but the Committee will not have discretion to reduce the resulting number of Shares that are earned.

Date(s) Performance Shares Scheduled to Vest: To the extent that the Performance Goals described above are achieved and Shares are earned, as determined and certified by the Committee, then 100% of the earned Shares shall vest on the date in [ ] that the Committee certifies attainment (the “Certification Date”).

As provided in the Plan and in this Agreement, this Award may terminate before the scheduled vest date of the Performance Shares. For example, if the Employee’s Termination of Service or “separation from service,” as defined under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time (“Section 409A”) occurs before the date this Award vests, this Award will, unless an exception in paragraph 4 applies, terminate at the same time as such Termination of Service or separation from service. Important additional information on vesting and forfeiture of the Performance Shares covered by this Award is contained in paragraphs 4 and 5 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, APPENDIX B AND THE PLAN, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD.

IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement, in duplicate, to be effective as of the date first above written.


		THE GAP, INC
Dated:	____________________________	____________________________
		[NAME] [TITLE]

My signature below (or other acceptance of this Award, electronic or otherwise) indicates that I understand and agree that this Award is 1) subject to all of the terms and conditions of this Agreement (including the Committee Resolutions and the attached Appendix A and Appendix B) and of the Plan, 2) not considered salary, nor is it a promise for future grants of Performance Shares, 3) not a term or condition of my employment with the Company (or one of its Affiliates), and 4) made at the sole discretion of the Company.

APPENDIX A

TERMS AND CONDITIONS OF PERFORMANCE SHARES

1. Grant of Performance Shares. The Company hereby grants to the Employee as a separate incentive in connection with his or her employment with the Company or an Affiliate and is not in lieu of any salary or other compensation for his or her services to the Company or an Affiliate, an Award with respect to the number of Performance Shares set forth on page 1 of this Agreement, subject to all the terms and conditions in this Agreement and the Plan.

2. Company’s Obligation to Pay. Unless and until a Performance Share has vested in accordance with the terms hereof, the Employee will have no right to payment of a Share with respect to the Performance Share. Prior to actual payment of any Shares pursuant to vested Performance Shares, each Performance Share represents an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. No Shares shall be issued until after the Performance Shares have vested in accordance with the terms hereof and shall be issued in accordance with the settlement terms hereof. Notwithstanding Section 9.6 of the Plan, the Performance Shares will only be settled, if at all, in Shares, provided that to the extent a fractional share is earned, the number of Shares paid shall be rounded down to the nearest whole number and no fractional Share shall be issued.

3. Vesting of Performance Shares and Issuance of Shares.

(a) Subject to paragraphs 4 and 5, the Performance Shares subject to this Agreement will vest (as to the number of Performance Shares determined by the Committee based on the extent to which the Performance Goals have been achieved) on the date described on the first page of this Agreement (the “Vesting Date”), but only if the Employee has been continuously employed by, or providing consulting services to, the Company or one of its Affiliates from the date of this Award until the Vesting Date of the Performance Shares. Subject to paragraphs 4 and 5, if the Employee has had a Termination of Service (as described below) or Separation from Service (defined below) prior to such date, the Award shall terminate as set forth in paragraph 5.

(b) Upon vesting, one Share shall be issued for each Performance Share that vests, subject to the terms and provisions of the Plan and this Agreement. Subject to paragraph 4, any Performance Shares that vest under this Agreement shall be settled in accordance with Employee’s deferral election dated [ ].

(c) If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance Shares (or acceleration occurs pursuant to Section 12.2 of the Plan), the payment of such accelerated Performance Shares nevertheless shall be made at the same time or times described in paragraph 3(b).

(d) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Performance Shares granted under this Agreement or the Shares issued in payment thereof will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

4. Vesting Acceleration Events.

(a) In the event that a Company agreement or plan provides for full or partial vesting of the Performance Shares upon Employee’s “separation from service” within the meaning of Section 409A), any unvested Performance Shares granted pursuant to this Agreement that vest pursuant to such agreement or plan shall be settled to the extent that the Performance Goals have been achieved and certified by the Committee on the Certification Date (or at target if required by such agreement or plan) in accordance with paragraph 3(b) hereof.

(b) In the event of the Employee’s death or “separation from service” within the meaning of Section 409A due to Disability (“Disability Termination”), in each case, after the end of the applicable performance period, the unvested Performance Shares granted pursuant to this Agreement shall automatically and with no exercise of discretion by the Committee become fully vested, and shall be settled in accordance with paragraph 3(b) hereof, in each case, to the extent that the Performance Goals have been achieved and certified by the Committee on the Certification Date.

(c) Except as would result in taxation under Section 409A, a portion of the unvested Performance Shares granted pursuant to this Agreement automatically and with no exercise of discretion by the Committee shall become fully vested, and shall be settled, and applicable taxes shall be withheld by the Company or its designated Affiliate in accordance with paragraph 6 in the first year in which this Stock Award becomes subject to the Federal Insurance Contributions Act (“FICA”) on the later of the date that the Stock Award become subject to FICA or November 15th of such year. The portion of the unvested Performance Shares that vests and is settled in accordance with the preceding sentence shall have an aggregate market value sufficient to pay any taxes required to be withheld by the Company (or an Affiliate) solely as a result of (a) the Performance Shares becoming subject to FICA, and (b) the vesting and settlement of such portion of the unvested Performance Shares.

(d) In the event of the Employee’s Retirement (as defined below) after the end of the applicable performance period, the unvested Performance Shares granted pursuant to this Agreement automatically and with no exercise of discretion by the Committee shall become fully vested, and shall be settled in accordance with paragraph 3(b), to the extent that the Performance Goals have been achieved and certified by the Committee on the Certification Date.

(e) For purposes of this Agreement, “Retirement” shall mean the Employee’s “separation from service” within the meaning of Section 409A for any reason (other than due to the Employee’s misconduct as determined by the Company in its sole discretion) after the Employee has attained age 60 and completed at least five (5) years of continuous service as an Employee of the Company or an Affiliate.

5. Termination of Service; Separation from Service. Notwithstanding any contrary provision of this Agreement and except as set forth in paragraph 4, the balance of the Performance Shares that have not vested will be forfeited and cancelled automatically upon the earlier of the Employee’s (1) Termination of Service or (2) “separation from service” within the meaning of Section 409A (“Separation from Service”). For purposes of this Agreement, Termination of Service shall have the meaning set forth in the Plan and be determined by reference to the Employee’s service without reference to any other agreement, written or oral, including the Employee’s contract of employment (if any). Thus, upon the earlier of (i) Employee’s Termination of Service (whether or not in breach of local labor laws) or (ii) Employee’s Separation from Service, unless otherwise expressly provided for under this Agreement, the Employee’s right to vest in the Performance Shares under the Plan, if any, will terminate effective at such time; the Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of Service or Separation from Service.

payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant, vesting or settlement of the Performance Shares under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Performance Shares or the Shares. Regardless of any action the Company or the Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges and agrees that the Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting or settlement of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. The Employee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant, holding, vesting or settlement of the Performance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the Performance Shares or any aspect of these Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Absent an election by Employee described below in this paragraph, a portion of the Shares scheduled to be issued pursuant to vested Performance Shares that have an aggregate fair market value sufficient to pay the Tax-Related Items shall be withheld to satisfy such Tax-Related Items. Furthermore, the Company will cooperate with Employee to enable Employee to have Shares withheld to cover applicable withholding up to the maximum statutory rates as permitted by applicable law (i) to the extent it does not result in adverse accounting or other consequences to the Company and (ii) subject to Employee timely providing the Company with any documentation necessary to effect withholding up to such maximum. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a required withholding event, of his or her intent to satisfy the tax withholding requirement by remitting in cash or check the full amount of the tax withholding to the Company at the time of the required withholding event. In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the time of the required withholding event, the Company shall satisfy the tax withholding requirement pursuant to the first sentence of this paragraph.

If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related

Items due as a result of the Employee’s participation in the Plan. The Employee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding the transaction.]

[ALTERNATIVE 2]: As a condition to the grant, vesting and settlement of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant, vesting or settlement of the Performance Shares under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Performance Shares or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or the Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges and agrees that the Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting or settlement of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. The Employee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant, holding, vesting or settlement of the Performance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to and are under no obligation to structure the terms of the Performance Shares or any aspect of these Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

No payment will be made to the Employee (or his or her estate) in relation to these Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the U.S. Exchange Act of 1934, as amended, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

(a) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company or the Employer; or

(b) withholding from proceeds of the sale of Shares acquired upon vesting of the Performance Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization); or

(d) surrendering already-owned Shares having a fair market value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences.

If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is, subject to Applicable Laws, deemed to have been issued the full number of Shares subject to the Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. The Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 7. The Employee acknowledges and agrees that the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding the transaction.

It is the Company’s current practice to withhold a portion of the Shares scheduled to be issued pursuant to vested Performance Shares that have an aggregate market value sufficient to pay the Tax-Related Items. The Company will only withhold whole Shares and therefore the Employee also authorizes deduction without notice from salary or other amounts payable to the Employee of cash in an amount sufficient to satisfy the Employer’s remaining tax withholding obligation. Notwithstanding the previous two sentences, the Employee, if the Company in its sole discretion so agrees, may elect to furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a required withholding event, of his or her intent to satisfy the tax withholding requirement by remitting the full amount of the tax withholding to the Company at the time of the required withholding event. In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by the time of the required withholding event, the Company shall satisfy the tax withholding requirement pursuant to the first two sentences of this paragraph. However, the Company reserves the right to withhold for Tax-Related Items pursuant to any means set forth in this paragraph.

7. Vesting/Foreign Taxes Due. If the Employee is subject to tax in a country outside the U.S. (“Foreign Country”) and if pursuant to the tax rules in such Foreign Country, the Employee will be subject to tax prior to the date that the Employee is issued Shares pursuant to this Agreement, the Committee, in its discretion, may accelerate settlement of a portion of the Performance Shares (but only to the extent already earned and vested, including satisfaction of the Performance Goals) to the extent necessary to pay the foreign taxes due (and any applicable U.S. income taxes due as a result of the acceleration of settlement) but only if such acceleration does not result in adverse consequences under Section 409A (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xi)).

status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

9. Conditions to Issuance of Shares. The Shares deliverable to the Employee on the applicable settlement date may be either previously authorized but unissued Shares or issued Shares that have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder so long as the Company reasonably anticipates that such issuance will violate Federal securities law, foreign securities law or other Applicable Laws; provided however, that in such event the Company shall issue such Shares at the earliest possible date at which the Company reasonably anticipates that the issuance of the shares will not cause such violation. For purposes of the previous sentence, any issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Internal Revenue Code or foreign tax law shall not be treated as a violation of Applicable Laws. Furthermore, the Company retains sole discretion to determine if and when it is appropriate to undertake any regulatory filing or other administrative steps in order to avoid such violation. The Company is under no obligation to undertake any such filing or other steps that would not otherwise be required except in relation to the Plan and grants thereunder and shall not assume any liability due to the failure to complete such filing or other steps.

10. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Performance Share unless and until Shares have been issued in accordance with this Agreement, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee. Except as provided in paragraph 11, after such issuance, recordation, and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

11. Adjustments. The Award is subject to adjustment in accordance with Section 4.3 of the Plan.

12. Nature of Grant. In accepting the grant of Performance Shares, the Employee acknowledges that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)the grant of the Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares, even if Performance Shares have been granted repeatedly in the past, and all decisions with respect to future grants of Stock Awards or other Awards, if any, will be at the sole discretion of the Company;

(c)all decisions with respect to future Performance Share grants, if any, will be at the sole discretion of the Company;

(d)the Employee’s participation in the Plan is voluntary participating in the Plan;

(e)the Performance Shares and the Shares subject to the Performance Shares are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of the Employee’s employment contract, if any;

(f)the Performance Shares and the Shares subject to the Performance Shares are not intended to replace any pension rights or compensation;

(g)the Performance Shares and the Shares subject to the Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

(h)(j) the future value of the Shares underlying the Performance Shares is unknown and cannot be predicted with certainty;

(i)(k) neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar (or the selection by the Company or an Affiliate in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Performance Shares (or the calculation of income or Tax-Related Items thereunder);

(j)(l) in consideration of the grant of the Performance Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Shares resulting from the Employee’s Termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) or Employee’s Separation from Service and the Employee irrevocably releases the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and

(k)(m) the Performance Shares and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

For purposes of this Section, the Employee understands that the Company and any Subsidiary or Affiliate or designated third parties may hold certain personal information that identifies or is associated with the Employee (“Personal Data”), including, but not limited to, the Employee’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Subsidiary or Affiliate, details of all Performance Shares or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor . The Employee understands that Employee’s Personal Data may be transferred to any Subsidiary or Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in jurisdictions outside of the Employee’s country of residence with different and less stringent data privacy laws and protections than may exist in the Employee’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel

and tax/accounting advisor, and to the Subsidiary or Affiliate that is the Employee’s employer and its payroll provider.

Appendix B sets out jurisdiction-specific terms applicable to our processing of the Employee’s Personal Data which supplement and, in some cases, supersede the provisions in this Section 14.

15. Plan Governs. This Agreement is subject to all the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern except as required to comply with Section 409A. Terms used in this Agreement that are not defined in this Agreement will have the meaning set forth in the Plan.

16. Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any portion of the Performance Share has vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

17. No Right to Employment or Continued Employment. The Employee understands and agrees that the Stock Awards and this Agreement do not constitute or create any contract of employment or right to further employment with the Employer or any Affiliate and shall not impact in any way the right of the Employer to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause, subject to applicable local law. The Employee understands and agrees that unless contrary to applicable local law or there is an employment contract in place providing otherwise, his or her employment is "at-will" and that either the Employer or the Employee may terminate the Employee's employment at any time and for any reason subject to applicable local law. The Employee also understands and agrees that his or her "at-will" status (if applicable) can only be changed by an express written contract signed by an authorized officer of the Company and the Employee if the Employee’s employer is the Company.

18. Non-Transferability of Award. Except as otherwise herein provided, the Performance Shares herein granted and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such Performance Share, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, such Performance Share and the rights and privileges conferred hereby will immediately become null and void.

19. Binding Agreement. Subject to the limitation on the transferability of the Performance Share contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Employee and the Company.

designate in writing. Any notice to be given to the Employee will be addressed to the Employee at the address set forth on the records of the Company. Any such notice will be deemed to have been duly given) when delivered, if notice is delivered personally, or 48 hours after sent to an aforesaid address, either by registered or certified U.S. mail with postage and registry fee prepaid via the United States post office or a generally recognized international courier such as DHL or Federal Express.

21. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

26. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents or notices related to current or future participation in the Plan by electronic means. By accepting the Performance Shares, electronically or otherwise, the Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, the use of electronic signatures or click-through acceptance of terms and conditions.

28. Appendix B. The Performance Shares shall be subject to any special terms and conditions set forth in Appendix B to this Agreement for the Employee’s country. Moreover, if the Employee relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Employee, to the extent Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. As stated above, Appendix B constitutes part of this Agreement. To the extent that an applicable term or condition set forth in Appendix B conflicts with a provision in this Appendix A, the provisions of Appendix B shall apply.

29. Imposition of Other Requirements. The Company reserves the right, without the Employee’s consent, to cancel or forfeit any outstanding portion of the Performance Shares or to impose other requirements on the Employee’s participation in the Plan, on the Performance Shares and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Employee also understands that the laws of the country in which the Employee is residing or working at the time of grant or vesting of these Performance Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject the Employee to additional procedural or regulatory requirements that the Employee is and will be solely responsible for and must fulfill, and neither the Company nor any Affiliate assumes any liability in relation to these Performance Shares in such case. Such requirements may be outlined in but are not limited to those described in Appendix B.

* * *

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS OF THE GAP, INC.

DEFERRED PERFORMANCE SHARE AGREEMENT

NON-U.S. EMPLOYEES

In addition, the information is general in nature and may not apply to the Employee’s particular situation, and the Company is not in a position to assure the Employee of any particular result. Accordingly, the Employee is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, please note that the notices, disclaimers and/or terms and conditions contained in this Appendix B may also apply, as from the date of grant, if the Employee moves to or otherwise is or becomes subject to the Applicable Laws or company policies of the relevant country(ies) listed below.

Securities Law Notice

EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)

•The data controller is the Company; queries or requests regarding the Employee’s Personal Data should be made in writing to the Company’s representative relating to the Plan or Performance Share matters, who may be contacted at: Global_Equity_Administration@gap.com;

•The legal basis for the processing of Personal Data is that the processing is necessary for the performance of a contract to which the Employee is a party (namely, this Agreement);

•Personal Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan;

•The Employee may, at any time, access his or her Personal Data, request additional information about the storage and processing of Personal Data, require any necessary

amendments to Personal Data without cost or exercise any other rights he or she may have in relation to his or her Personal Data under Applicable Laws, including the right to make a complaint to an EU/EEA data protection regulator, or if the Employee is in the UK, the UK Information Commissioner’s Office.

HONG KONG

Securities Law Notice. WARNING: The Performance Shares and Shares issued upon vesting (if any) do not constitute a public offering of securities under Hong Kong law and are available only to Employees of the Company and its Affiliates. The Agreement, including this Appendix B, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been authorized or reviewed by, registered with or authorized by any regulatory authority in Hong Kong, including the Securities and Futures Commission. The Award is intended only for the personal use of each eligible Employee of the Company or its Affiliates and may not be distributed to any other person. If the Employee is in any doubt about any of the contents of the Agreement, including this Appendix B, or the Plan, the Employee should obtain independent professional advice.

INDIA

Repatriation Requirement. Unless the proceeds from the sale of Shares acquired by Employee under the Plan are otherwise reinvested in accordance with the Indian exchange control regulations, Employee is required to take all reasonable steps to immediately repatriate and surrender to an authorised person all foreign exchange received by Employee from such sale, and in any case no later than 180 days from the date of such sale. Unless otherwise reinvested in accordance with the Indian exchange control regulations, any dividends received in relation to the Shares received under the Plan must also be repatriated to India within 180 days of receipt of such dividends.

Furthermore, Employee shall in no case take any action (or refrain from taking any action) that has the effect of: (a) delaying the receipt by Employee of the whole or part of such foreign exchange; or (b) eliminating the foreign exchange in whole or in part to be receivable by Employee. Employee should keep the remittance certificate received from the bank where foreign currency is deposited in the event the Reserve Bank of India or the Company or Employee’s employer requests proof of repatriation.

Settlement of Award. If the Performance Shares, or a part of it, is settled with the Employee after the Employee’s employment terminates, such settlement shall be carried out only if permitted by, and in accordance with, the Indian exchange control laws including but not limited to the Foreign Exchange Management (Overseas Investment) Rules, 2022, as amended from time to time. If the settlement, whether in whole or in part, is not so permitted under the Indian exchange control laws in force at the time, then the Company shall have sole discretion to decide an alternative manner in which the

Performance Shares may be settled in favor of the Employee. It is hereby clarified that the discretion allowed to the Company can also include forfeiture of the Performance Shares, entirely or in part, to the extent that settlement is not permitted under the applicable Indian exchange control laws in force at the time of settlement.

Compliance obligations of the Indian employer (“Indian Company"). On any settlement or divestment of Shares underlying the Performance Shares and/or reinvestment of proceeds from the sale of such Shares, the Employee agrees to provide to the Indian Company in due time, true and accurate details regarding all such transactions, including amount of proceeds received and all supporting documenting evidencing such transactions (such as bank account statements or share certificates). It is hereby clarified that the Employee also permits the Indian Company to disclose such information to an Authorized Dealer bank, Reserve Bank of India or any other regulatory authority, to comply with the Indian Company’s reporting obligations under the Indian exchange control laws or any other laws applicable at that point in time.

UNITED KINGDOM

Sub-Plan for UK Employees. The Performance Shares are granted pursuant to the Sub-Plan for UK Employees, and references to the Plan in the Agreement shall be read as references to the Sub-Plan for UK Employees, where appropriate.

Settlement of Performance Shares. Notwithstanding any discretion or anything to the contrary in the Plan, the grant of the Performance Shares does not provide any right for the Employee to receive a cash payment and the Performance Shares will be settled in Shares only.

a.any Shares acquired (or to be acquired) on vesting of the Performance Shares;

b.any securities acquired (or to be acquired) as a result of any surrender of the Performance Shares; and

c.any securities acquired (or to be acquired) as a result of holding either Shares acquired on vesting of the Performance Shares or securities specified in paragraph (b) above or this paragraph (c).

* * *

Document

Exhibit 10.5

Action Required: Must be returned by [ ]

Deferral Election for
Performance Shares

The Gap, Inc. 2016 Long-Term Incentive Plan


______________________________			______________________________
Name (Last, First, Middle Initial)			Employee Number

You may use this form to:

☐ Indicate the percentage of your annual award of performance-based restricted stock units (“Performance Shares”) under The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) that you wish to defer.

☐ Designate the settlement timing of the deferred portion of your Performance Shares that vests (if any).

PLEASE REMEMBER THAT ONCE YOU MAKE AN ELECTION TO DEFER A PERFORMANCE SHARES AWARD, YOU CANNOT REVOKE THAT ELECTION.


Deferral Election			Please select if you wish to defer Performance Shares; fill in the appropriate blanks.
☐ Award of Performance Shares			I elect to defer [ ]% (you may only insert 25%, 50%, 75%, or 100%) of my annual award of Performance Shares anticipated to be granted under the Plan in the first quarter of fiscal [ ] (subject to my continued employment). This election does not apply to non-annual awards such as off-cycle, special or other awards, if any, granted to you. Please note that if you do not timely make an election to defer hereunder or your election is incomplete, such annual award of Performance Shares shall not be deferred.


Settlement Date			Please complete this section to indicate settlement timing for the deferred portion of your award of Performance Shares that vests. You may only choose one alternative.
☐ Separation of Service (Lump Sum) OR			I elect to defer the settlement of the deferred portion of my Performance Shares that vests (if any) to my Separation from Service (as defined in Section 409A of the Internal Revenue Code), in which case settlement shall occur in a lump sum within 30 days after the 6-month anniversary of such separation.
☐ Separation from Service (Installments) OR			I elect to defer the settlement of the deferred portion of my Performance Shares that vests (if any) to my Separation from Service (as defined in Section 409A of the Internal Revenue Code), in which case settlement shall occur in [ ] substantially equal annual installments (you may only insert 2 to 10 annual installments). The first installment shall be settled within 30 days after the 6-month anniversary of such separation and subsequent installment(s) shall be settled on the annual anniversary or anniversaries, as applicable, of the first installment. □ In the event of my death (whether before or after my installment payments have commenced), I elect to have the deferred portion of my Performance Shares that vests (if any) settled in a lump sum within 90 days after my death. (If you do not check this box, the deferred portion of your Performance Shares that vests (if any) will be settled in accordance with your Separation from Service/installment election above.)
☐ Date Specific (subject to earlier settlement upon Separation from Service)			I elect to defer the settlement of the deferred portion of my Performance Shares that vests (if any) to the earlier of (i) my Separation from Service; or (ii) the first business day of [ ] (insert a year no earlier than [ ] and no later than [ ]), in each case, with settlement made in a lump sum. In the event that settlement of my vested Performance Shares is triggered by my Separation from Service, settlement will occur in a lump sum within 30 days after the 6-month anniversary of such separation.1

1 Inserted dates should be 2 to 7 years after the vesting date of the Performance Shares .

I understand:

•To the extent I do not elect to defer the settlement of my award of Performance Shares, such portion of the Performance Shares that vests (if any) will be automatically settled in shares of common stock of The Gap, Inc. (the “Company”) upon the dates set forth in the applicable grant agreement.

•Any portion of the deferred Performance Shares that vests will be settled in shares of the Company’s common stock as elected by me above.

•Except as explicitly set forth in the applicable grant agreement or other Company agreement or plan to which I am a party, if my Separation from Service occurs before my award of Performance Shares vest, any unvested Performance Shares will be forfeited as of the date my Separation from Service occurs.

•“Separation from Service” is defined in IRS Treasury Regulation Section 1.409A-1(h). While separation from service generally means termination of employment, a Separation from Service can also occur in the case of certain leaves of absence or upon a significant reduction in my work schedule. These events can trigger a “Separation from Service” resulting in the forfeiture of my unvested Performance Shares even if my employment with the Company for purposes of the Plan has not ended.

•The receipt of shares of the Company’s common stock pursuant to any award of Performance Shares will be taxed as ordinary income to me when settled whether or not I elect to defer settlement of my Performance Shares.

•The deferred portion of my award of Performance Shares shall otherwise be subject to the attached form of Deferred Performance Share Agreement, subject to any changes made by the Company prior to the grant of your Performance Shares, if any, that do not violate Section 409A of the Code.

•Whether or not I make this election, the grant of Performance Shares to me is not guaranteed. In the event I do not receive an annual grant of Performance Shares in [ ], this election shall have no effect.

ACKNOWLEDGED AND AGREED:


______________________________			______________________________
Signature of Participant			Date

Document

Exhibit 31.1

CERTIFICATIONS

I, Richard Dickson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Gap, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:			August 29, 2025

/s/ Richard Dickson
Richard Dickson
President and Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATIONS

I, Katrina O'Connell, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Gap, Inc.;

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:			August 29, 2025

/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Document

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Gap, Inc. (the “Company”) on Form 10-Q for the period ended August 2, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Dickson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:			August 29, 2025

/s/ Richard Dickson
Richard Dickson
President and Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Gap, Inc. (the “Company”) on Form 10-Q for the period ended August 2, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Katrina O'Connell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:			August 29, 2025

/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)