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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)

October 8, 2024

THE GAP, INC.
(Exact name of registrant as specified in its charter)
Delaware1-756294-1697231
(State of incorporation)(Commission File Number)(IRS Employer Identification No.)
Two Folsom Street
San Francisco,California94105
(Address of principal executive offices)(Zip Code)

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

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.05 par valueGAPThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.☐


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2024, the Compensation and Management Development Committee of the Board of Directors (the "Committee") of The Gap, Inc. (the "Company") approved an amendment to the performance-based restricted stock units granted for the Company’s fiscal 2024-2026 performance period (the “2024 PRSUs”) to provide that any portion of such award that is earned based on performance following completion of such period will be 100% vested on date the Committee certifies the applicable performance results (the “Amendment”). The Amendment applies to all holders of 2024 PRSUs including the following named executive officers of the Company: Richard Dickson, Katrina O'Connell, Horacio Barbeito, Chris Blakeslee, and Mark Breitbard. The target number of shares of Company common stock subject to the 2024 PRSUs held by Mr. Dickson, Ms. O'Connell, Mr. Barbeito, Mr. Blakeslee, and Mr. Breitbard are: 315,893, 103,652, 162,882, 96,248, and 103,652, respectively and the payout of the 2024 PRSUs held by such named executive officers may range from 0%-300% of target depending on performance results. Prior to the Amendment, the 2024 PRSUs provided for 50% vesting of the award on the date the Committee certifies the applicable performance results (the “Certification Date”) and 50% vesting on the 1-year anniversary of the Certification Date.

The foregoing summary is qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Exhibit Description
Form of Amendment No. 1 to 2024 Performance Share Agreement under the 2016 Long-Term Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 hereunto duly authorized.
THE GAP, INC.
Date: October 11, 2024By:/s/ Julie Gruber
Julie Gruber
Executive Vice President and Chief Legal and Compliance Officer



Exhibit 10.1

Award No. __________

AMENDMENT NO. 1 TO
THE GAP, INC.
PERFORMANCE SHARE AGREEMENT

This amendment (the “Amendment”) amends the grant of a target number of Performance Shares equal to [ ] granted by The Gap, Inc. (the "Company") to [ ] (the "Employee"), pursuant to an agreement dated [ ] (the “Award Agreement”). Capitalized terms used herein that are not defined shall have the meaning set forth in the Award Agreement.

The Award Agreement is hereby amended as follows:

1. The paragraph titled “Date(s) Performance Shares Scheduled to Vest” set forth on the cover page of the Award Agreement and the immediately following paragraph are hereby amended and restated in their entirety to read as follows:

“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 2027 that the Committee certifies attainment (the “Certification Date”), notwithstanding that the Committee Resolutions state that (1) 50% of such earned Shares shall vest on the Certification Date and (2) the remaining 50% of the earned Shares shall vest on the one-year anniversary of the Certification Date (the “Original Second Vesting Tranche”).

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 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. Important additional information on vesting and forfeiture of the Performance Shares covered by this Award including those due to changes in employment 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.”

2. Paragraphs 3(a), 3(b) and 3(c) of Appendix A of the Award Agreement are hereby amended and restated in their entirety to read as follows:

    “(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) 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 as soon as practicable after the Vesting Date, but in no event later than ninety (90) calendar days thereafter; provided, however, that if Employee is eligible, or could become eligible, to Retire (as defined below) at any
1


time prior to 2028, any portion of the Original Second Vesting Tranche that vests under this Agreement on the Certification Date shall instead be settled as soon as practicable after the first anniversary of the Certification Date, but in no event later than ninety (90) calendar days thereafter, but only to the extent necessary to avoid taxation under Section 409A.

    (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) (whether or not the Employee remains employed by the Company or by one of its Affiliates as of such date(s)). This Section 3(c) shall only apply to Stock Awards that are not exempt from Section 409A and only to the extent required to avoid taxation under Section 409A.”

3. Paragraph 4(a) of Appendix A of the Award Agreement is hereby amended and restated in its entirety to read as follows:

    “(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) as soon as practicable, but in no event later than ninety (90) days, after such separation; provided, however, that if Employee is eligible, or could become eligible, to Retire (as defined below) at any time prior to 2028, any portion of the Original Second Vesting Tranche that vests under this paragraph 4(a) shall instead be settled as soon as practicable after the first anniversary of the Certification Date, but in no event later than ninety (90) calendar days thereafter, but only to the extent necessary to avoid taxation under Section 409A, in each case, 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.”

4. Except as specifically set forth in this Amendment, all of the terms and conditions of the Award Agreement remain unchanged.

* * *

IN WITNESS WHEREOF, the Company has executed this Amendment, effective as of the date written below.




THE GAP, INC.


Dated:
October 8, 2024





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v3.24.3
Cover Page Cover Page
Oct. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 08, 2024
Entity Registrant Name THE GAP, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-7562
Entity Tax Identification Number 94-1697231
Entity Address, Address Line One Two Folsom Street
Entity Address, City or Town San Francisco,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code 415
Local Phone Number 427-0100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.05 par value
Trading Symbol GAP
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000039911
Amendment Flag false
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