FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Gruber Julie
 2. Issuer Name and Ticker or Trading Symbol
GAP INC [GAP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal&Compliance Officer
(Last)
(First)
(Middle)

TWO FOLSOM STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/14/2025
(Street)

SAN FRANCISCO, CA 94105-1205
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

03/14/2025 M 5,588A $ 0 37,819.9267D 

Common Stock

03/14/2025 F 2,702D $20.7635,117.9267D 

Common Stock

03/15/2025 M 3,122A $ 0 38,239.9267D 

Common Stock

03/15/2025 F 1,585D $20.1336,654.9267D 


Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

 $ 0 (1) 03/14/2025 M  5,588  (2)   (2)

Common Stock

5,588 $ 0 81,022D 

Restricted Stock Unit

 $ 0 (1) 03/15/2025 M  3,122  (3)   (3)

Common Stock

3,122 $ 0 77,900D 

Explanation of Responses:
1.

Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

2.

On March 14, 2022, the reporting person was granted 22,352 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

3.

On March 15, 2021, the reporting person was granted 12,487 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.



Signatures

By: De Anna Mekwunye, Power of Attorney For: Julie Gruber

03/17/2025
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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