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)

~~September~~November 1520, 2025

THE GAP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7562

94-1697231

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


Two Folsom Street
San Francisco,	California	94105
(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 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 is an emerging growth company 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 52.02 ~~Departure~~ Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~September~~November 1520, 2025, ~~the~~The ~~board~~Gap, ofInc. ~~directors~~ (the “~~Board~~Company”) ofissued ~~The~~a ~~Gap,~~press ~~Inc.~~release (announcing the “Company”)’s ~~appointed~~earnings ~~Jody~~for ~~Gerson~~the tothird ~~serve~~quarter asof afiscal ~~director~~2025 ofended ~~the~~November ~~Company~~1, ~~with~~2025. A copy of such ~~appointment~~press ~~effective~~release ~~the~~is ~~same~~furnished ~~day~~as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

InThe ~~connection~~information ~~with~~provided ~~Ms.~~pursuant ~~Gerson's appointment~~ to ~~the~~this ~~Board~~Item 2.02, ~~she~~including ~~received~~Exhibit ~~Company~~99.1 ~~stock~~attached ~~units~~hereto, ~~with~~is anbeing ~~initial~~furnished ~~aggregate~~to ~~value of $185,000 (based on~~ the ~~then-current~~Securities ~~fair~~and ~~market~~Exchange ~~value~~Commission ofand ~~the~~shall ~~Company's~~not ~~common~~be ~~stock)~~deemed ~~upon~~“filed” ~~the~~for ~~effective~~purposes ~~date~~ of ~~her~~Section ~~appointment.~~18 ~~The terms~~ of the ~~stock~~Securities ~~units~~Exchange ~~are~~Act ~~consistent~~of ~~with~~1934, ~~the~~as ~~stock~~amended ~~units for~~ (the ~~Company's~~“Exchange ~~other non-employee directors~~Act”), asor ~~described~~otherwise ~~under~~subject to the ~~heading~~liabilities ~~"Compensation~~ of ~~Directors"~~that inSection, ~~the~~nor ~~Company's~~shall ~~2025~~it ~~proxy~~be ~~statement,~~deemed ~~which description is~~ incorporated ~~herein~~ by reference. ~~Ms.~~into ~~Gerson~~any ~~will~~filing ~~also~~under ~~receive~~the aSecurities ~~pro~~Act ~~rata portion~~ of ~~the~~1933, ~~current~~as ~~$95~~amended,~~000~~ ~~annual~~or ~~cash~~the ~~retainer~~Exchange ~~amount~~Act, ~~for~~except ~~fiscal~~as ~~2025~~expressly ~~that~~set ~~the~~forth ~~Company~~by ~~pays~~specific toreference ~~non-employee~~in ~~directors~~such ~~for service as a director~~filing.

There are no arrangements or understandings between Ms. Gerson and any other person pursuant to which she was appointed as a director, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 15, 2025, the Company issued a press release announcing the election of Jody Gerson to serve as a director of the Company. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
99.1						Press Release dated ~~September~~November 1520, 2025 announcing the ~~appointment~~Company’s ofearnings ~~Jody~~for ~~Gerson~~the tothird ~~the~~quarter ~~Board~~ended November 1, 2025
104						Cover 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: September 15, 2025	By:	/s/ Julie Gruber
Date: November 20, 2025	By:	/s/ Katrina O’Connell
		Julie Gruber
		Katrina O’Connell
		Executive Vice President and
		Chief Legal and Compliance Officer
		Chief Financial Officer

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