gps-20210913

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 13, 2021

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	GPS	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 7.01 Regulation FD Disclosure.

On September 13, 2021, The Gap, Inc. (the “Company”) issued a press release announcing that it has commenced cash tender offers and consent solicitations for any and all of its outstanding 8.375% Senior Secured Notes due 2023, 8.625% Senior Secured Notes due 2025 and 8.875% Senior Secured Notes due 2027. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 8.01 Other Events.

On September 13, 2021, the Company announced the pricing of a private offering of $750 million aggregate principal amount of its 3.625% Senior Notes due 2029 and $750 million aggregate principal amount of its 3.875% Senior Notes due 2031. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Description
99.1						Press Release dated September 13, 2021 announcing cash tender offers and consent solicitations

99.2						Press Release dated September 13, 2021 announcing the pricing of the private offering of notes

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 13, 2021	By:	/s/ Katrina O’Connell
		Katrina O’Connell
		Executive Vice President and
		Chief Financial Officer

Gap, Inc. (The) filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits