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)

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