Filing Details

The address of the principal business office for each of the Reporting Persons is c/o Pisces, Inc., 1300 Evans Avenue, No. 880154, San Francisco, California 94188.

Robert J. Fisher is a managing director of Pisces, Inc., which is a family management company, and a member of the Board of Directors of the Issuer, which is a collection of purpose-led, lifestyle brands offering apparel, accessories, and personal care products for women, men, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. The business address of Pisces, Inc. is 1300 Evans Avenue, No. 880154, San Francisco, California 94188. The business address of the Issuer is Two Folsom Street, San Francisco, California 94105. FCH TBME LLC is a Delaware limited liability company private investment entity of which Robert J. Fisher is sole manager and a member.

During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Robert J. Fisher is a citizen of the United States. FCH TBME LLC is a Delaware limited liability company.

The Reporting Persons are deemed to beneficially own certain shares of Common Stock of the Issuer as reflected in this Statement. No consideration was used to acquire beneficial ownership of the shares of Common Stock of the Issuer by Robert J. Fisher or FCH TBME LLC, other than exercise prices paid upon exercises of Issuer stock options for certain shares of Common Stock previously acquired by Robert J. Fisher.

This Statement is filed on behalf of the Reporting Persons to update the beneficial ownership information from that reported in the Schedule 13D. The Reporting Persons review their respective investments in the Issuer on a continuing basis and may, at any time, consistent with the obligations of the Reporting Persons under the federal securities laws, determine to increase or decrease their respective ownership of shares of the Issuer's Common Stock through purchases or sales of such Common Stock of the Issuer in the open market, in privately negotiated transactions or by gift or other transfers as circumstances dictate. From time to time, Robert J. Fisher has transferred shares to various entities controlled by him, disposed of certain shares to third parties by gift and sold shares of Issuer Common Stock in the open market and in privately negotiated transactions, and Robert J. Fisher may do so in the future. The review of his investment in the Issuer by Robert J. Fisher will depend on various factors, including the Issuer's business prospects, other developments concerning the Issuer, alternative investment opportunities, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to Robert J. Fisher regarding his investment in the Issuer. At the time of filing this Statement, Robert J. Fisher has no plans to sell or to purchase additional shares of Common Stock of the Issuer in the open market or in privately negotiated transactions but may engage in such transactions in the future. At the time of the filing of this Statement, except as disclosed herein, Robert J. Fisher has no present plans or proposals in his capacity as a stockholder which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the Board of Directors or management of the Issuer or any of its subsidiaries, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure; (vii) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (x) any action similar to any of those described above. However, because Robert J. Fisher is a member of the Board of Directors of the Issuer, he may, from time to time, be involved in discussions which relate to one or more of the matters described in this Item 4. Robert J. Fisher disclaims any obligation to report on any plans or proposals with respect to the matters described in this Item 4 that develop or occur as a result of his role as a director of the Issuer and participation in decisions regarding the Issuer's actions.

As of the date of this Statement, the Reporting Persons beneficially own, have the sole or shared power to vote, and have the sole or shared dispositive power over, respectively, the number of shares of Common Stock listed below, representing approximately the percentage of shares of Common Stock of the Issuer outstanding as of November 19, 2024 identified below. As reported by the Issuer, there were approximately 377,121,870 shares of Common Stock outstanding as of November 19, 2024.

(1) Robert J. Fisher's beneficial ownership includes (a) 49,198 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 21,329,385 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 1,776,860 shares owned as community property with his spouse with shared dispositive and voting power, (d) 11,906,300 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 190,000 shares beneficially owned as a co-trustee of trusts organized exclusively for charitable purposes for which he shares dispositive and voting power and (f) 22,015,000 shares beneficially owned through Delaware limited partnerships over which he has sole dispositive and voting power. In addition to the shares identified in the table above, Robert J. Fisher's spouse separately owns 132,257 shares over which Mr. Fisher has no dispositive or voting control. (2) FCH TBME LLC does not hold any shares of Common Stock.

On March 10, 2025, FCH TBME LLC effected a pro rata distribution of 27,000,000 shares of Common Stock for no consideration. Robert J. Fisher continues to have sole dispositive and voting power over these shares of Common Stock following the distribution.

Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain shares of Common Stock that are beneficially owned by the Reporting Persons. Specifically, but without limitation, members have no voting or dispositive power over the shares of Common Stock held by certain limited partnerships but have the right to receive distributions as determined solely by Robert J. Fisher in respect of their partnership interests in such limited partnerships. As reflected in Item 5 above, Robert J. Fisher also beneficially owns shares held by partnerships or trusts established for the benefit of others.

FCH TBME LLC ceased to be the beneficial owner of more than five percent of the shares of Common Stock on March 10, 2025.

As a non-employee director of the Issuer, Robert J. Fisher is entitled to certain equity compensation arrangements generally applicable to the Issuer's non-employee directors as disclosed in the Issuer's Proxy Statements on Schedule 14A filed with the SEC. Robert J. Fisher holds stock units and related dividend equivalent rights for 49,198 shares of Common Stock awarded for service as a director of the Issuer, subject to stock unit agreements, the forms of which have been filed with the SEC by the Issuer.

Exhibit 1 -- Joint Filing Agreement by and between Robert J. Fisher and FCH TBME LLC dated January 3, 2017 (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D filed on January 3, 2017). Exhibit 2 -- Power of Attorney, dated December 15, 1998 (incorporated by reference to Exhibit A to Robert J. Fisher's Schedule 13G filed on February 12, 2002 with SEC Accession Number 0000912057-02-005135). Power of Attorney, dated December 16, 2016 (incorporated by reference to Exhibit 2 to the Reporting Persons' Schedule 13D filed on January 3, 2017). Exhibit 3 -- Omitted as no longer in effect. Exhibit 99.1 -- Transactions involving shares of Common Stock of the Issuer during the past 60 days.