Gap Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$GAP
Clothing/Shoe/Accessory Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2025, the board of directors (the “Board”) of The Gap, Inc. (the “Company”) appointed Jody Gerson to serve as a director of the Company, with such appointment effective the same day.
In connection with Ms. Gerson's appointment to the Board, she received Company stock units with an initial aggregate value of $185,000 (based on the then-current fair market value of the Company's common stock) upon the effective date of her appointment. The terms of the stock units are consistent with the stock units for the Company's other non-employee directors, as described under the heading "Compensation of Directors" in the Company's 2025 proxy statement, which description is incorporated herein by reference. Ms. Gerson will also receive a pro rata portion of the current $95,000 annual cash retainer amount for fiscal 2025 that the Company pays to non-employee directors for service as a director.
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 | |||||||
| Press Release dated September 15, 2025 announcing the appointment of Jody Gerson to the Board | ||||||||
| 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 | |||||||||
Julie Gruber | |||||||||||
| Executive Vice President and | |||||||||||
| Chief Legal and Compliance Officer | |||||||||||