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Form 144

March 15, 2024

Report of proposed sale of securities

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Please note that you are now entering a website directly or indirectly maintained by a third party (the "External Website") and that you do so at your own risk.

The Gap, Inc. (“Gap Inc.”) has no control over the External Website, any data or other content contained therein or any additional linked websites. The link to the External Website is provided for convenience purposes only.

By clicking “Accept” you acknowledge and agree that Gap Inc. is not responsible, and does not accept or assume any responsibility or liability whatsoever, for the content, the data, or the technical operation of the External Website. Any personal information collected, maintained, or otherwise processed by the External Website is subject to the External Website’s privacy policy and/or terms. Further, you acknowledge and agree that you assume all risks resulting from entering and/or using the External Website and/or any linked websites.

BY ENTERING THE EXTERNAL WEBSITE, YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU COMPLETELY AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS AND CLAIMS AGAINST GAP INC., AND RELEASE, DISCHARGE, INDEMNIFY AND HOLD HARMLESS GAP INC., ITS OFFICERS, EMPLOYEES, DIRECTORS AND AGENTS FROM ANY AND ALL LIABILITY INCLUDING BUT NOT LIMITED TO LIABILITY FOR LOSS, DAMAGES, EXPENSES AND COSTS ARISING OUT OF OR IN CONNECTION WITH ENTERING AND/OR USING THE EXTERNAL WEBSITE AND/OR ANY LINKED WEBSITES AND ANY DATA AND/OR CONTENT CONTAINED THEREIN, REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LIABILITY, AND EVEN IF GAP INC. IS ADVISED OF THE POSSIBILITY THEREOF. SUCH WAIVER AND RELEASE SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY AND ALL RIGHTS AND CLAIMS PERTAINING TO THE PROCESSING OF PERSONAL INFORMATION, INCLUDING BUT NOT LIMITED TO ANY RIGHTS OR REMEDIES UNDER ANY APPLICABLE DATA PROTECTION LAW(S).

If in any jurisdiction, any part of this disclaimer is held to be unenforceable by a court of competent jurisdiction, such part of this disclaimer shall be restricted or eliminated to the minimum extent and the remaining disclaimer shall otherwise remain in full force and effect.

The information presented on the External Website is deemed representative at the time of its original release. Changes in historical information may occur due to adjustments in accounting and reporting standards and procedures. Gap Inc. assumes no obligation to publicly update or revise such information, whether as a result of new information, future events, or otherwise.

Forward-Looking Statements

The information contained on the External Website within the “Public Guidance” tab contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause Gap Inc.’s actual results to differ materially from those in the forward-looking statements. Additional information regarding factors that could cause results to differ can be found in Gap Inc.’s most recent Annual Report on Form 10-K and Gap Inc.’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict. Forward-looking statements speak only as of the date on which they are made. Gap Inc. assumes no obligation to publicly update or revise such forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Non-GAAP Information

The information contained on the External Website includes financial measures not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), also known as non-GAAP financial measures. There are limitations in the use of non-GAAP financial measures, and Gap Inc.’s non-GAAP financial measures may not be comparable with the non-GAAP financial measures of other companies. The non-GAAP financial measures of Gap Inc. should be considered supplemental to, and not a substitute for, measures of financial performance prepared in accordance with GAAP. A reconciliation of each non-GAAP financial measure to the most comparable GAAP measure is provided on the External Website. Additional information regarding Gap Inc.’s non-GAAP financial measures may be found in the Quarterly Results section of the Investors tab on Gap Inc.’s website.

ESG Information

The Environmental, Social and Governance (ESG) information contained on the External Website is based on information previously published in Gap Inc.’s ESG reports. Gap Inc. has not obtained external assurance on its ESG reports, although some prior years’ greenhouse gas emissions and energy data have been subject to a limited assurance engagement. The inclusion of ESG information on the External Website is made in good faith based on information that was available to Gap Inc. as of the respective publication dates. Given the inherent uncertainty in predicting and modeling future conditions, caution should be exercised when interpreting the ESG information contained on the External Website. Gap Inc.’s ESG reports, limited assurance statements, and other ESG resources are available on Values, Sustainability tab on Gap Inc.’s website.

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