Item 2.02 Results of Operations and Financial Condition.

On March 4, 2021, The Gap, Inc. (the "Company") issued a press release announcing the Company's earnings for the fourth quarter and fiscal year ended January 30, 2021. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. A slide presentation, which includes supplemental information relating to the Company's fourth quarter and fiscal year earnings, is furnished as Exhibit 99.2 to this current report.

The information provided pursuant to Item 2.02, including the exhibit furnished herewith, 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, the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(d)

On March 2, 2021, the board of directors (the "Board") of the Company appointed Salaam Coleman Smith to serve as a director of the Company, effective March 22, 2021. The Board did not appoint Ms. Smith to serve on any committees of the Board at the time of her appointment.

In connection with Ms. Smith's appointment to the Board, she received Company stock units with an initial aggregate value of $170,000 (based on the then-current fair market value of the Company's common stock) upon the effective date of her appointment and will receive an annual cash retainer of $90,000 for her service as a director. The terms of the stock units will be consistent with the stock units for the Company's other non-employee directors, as described under the heading " Compensation of Directors " in the proxy statement for the Company's 2020 annual meeting of shareholders, which description is incorporated herein by reference.

There are no arrangements or understandings between Ms. Smith 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 March 2, 2021, the Company issued a press release affirming the payment of its previously approved and deferred first quarter fiscal year 2020 dividend, which, as previously announced at the time the dividend was deferred, will be payable on or after April 28, 2021 to shareholders of record at the close of business on April 7, 2021. A copy of the press release is furnished as Exhibit 99.3 to this current report.

On March 4, 2021, the Company issued a press release announcing the election of Salaam Coleman Smith to serve as a director of the Company. A copy of this press release is furnished as Exhibit 99.4 to this current report.

The information provided pursuant to Item 7.01, including the exhibits furnished herewith, shall not be deemed "filed" for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No.       Exhibit Description
    99.1            Press Release dated March 4, 2021 announcing the Company's earnings
                  for the fourth quarter and fiscal year ended January 30, 2021

    99.2            Supplemental slides provided in connection with the Company's fourth
                  quarter 2020 earnings call

    99.3            Press Release dated March 2, 2021 affirming the payment of the
                  Company's previously approved and deferred first quarter fiscal year
                  2020 dividend

    99.4            Press Release dated March 4, 2021 announcing the election of Salaam
                  Coleman Smith to serve as a director of the Company

     104          Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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