Brian Cornell (TGT) receives stock award as Target withholds shares for taxes

Rhea-AI Filing Summary

Target Corp executive Brian C. Cornell reported compensation-related stock activity with no open-market trades. He received 50,777 shares of common stock on April 7, 2026 from the settlement of a performance share unit award under Target’s 2020 Long-Term Incentive Plan. To cover tax obligations on this settlement, 21,697 shares were withheld at $120.76 per share. After these transactions, he directly owned 180,323 Target shares, in addition to indirect holdings of 495.9387 shares in the Target 401(k) Plan and 196,453 shares held by a trust.

Insights

Equity compensation analyst

Cornell’s Form 4 shows routine equity compensation and tax withholding, not open-market trading.

Brian C. Cornell received 50,777 Target common shares via settlement of a performance share unit award under the 2020 Long-Term Incentive Plan. This is a non-cash compensation event, typical for senior executives with performance-based equity awards.

To satisfy tax obligations triggered by this vesting, 21,697 shares were withheld at $120.76 per share. No open-market buys or sells occurred. Following the transactions, Cornell held 180,323 shares directly plus additional indirect holdings through a 401(k) plan and a trust, indicating this filing mainly updates his equity position rather than signaling a change in market view.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Cornell Brian C

Role Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	50,777	$0.00	--
Tax Withholding	Common Stock	21,697	$120.76	$2.62M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 202,020 shares (Direct); Common Stock — 495.939 shares (Indirect, By 401(k) Plan)

Footnotes (1)

1. Acquired pursuant to the settlement of a performance share unit award granted under the Target Corporation 2020 Long-Term Incentive Plan. Withholding of stock to satisfy tax withholding obligation on settlement of performance share unit award referenced in footnote (1). Shares held in the Target Corporation 401(k) Plan based on the plan statement as of March 31, 2026.

Key Figures

PSU shares settled: 50,777 shares Shares withheld for taxes: 21,697 shares Tax withholding price: $120.76 per share +4 more

7 metrics

PSU shares settled 50,777 shares Common stock acquired via performance share unit settlement on April 7, 2026

Shares withheld for taxes 21,697 shares Withheld to satisfy tax obligation on PSU settlement

Tax withholding price $120.76 per share Value used for tax-withholding disposition on April 7, 2026

Direct shares after transactions 180,323 shares Direct Target common stock ownership following April 7, 2026 activity

401(k) plan holdings 495.9387 shares Indirect ownership via Target Corporation 401(k) Plan as of March 31, 2026

Trust holdings 196,453 shares Indirect Target common stock ownership by trust

Tax withholding shares total 21,697 shares TaxWithholdingShares from transactionSummary

Key Terms

performance share unit award, Long-Term Incentive Plan, tax withholding obligation, 401(k) Plan, +2 more

6 terms

performance share unit award financial

"Acquired pursuant to the settlement of a performance share unit award granted under the Target Corporation 2020 Long-Term Incentive Plan."

Long-Term Incentive Plan financial

"performance share unit award granted under the Target Corporation 2020 Long-Term Incentive Plan."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

tax withholding obligation financial

"Withholding of stock to satisfy tax withholding obligation on settlement of performance share unit award referenced in footnote (1)."

401(k) Plan financial

"Shares held in the Target Corporation 401(k) Plan based on the plan statement as of March 31, 2026."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cornell Brian C

(Last) (First) (Middle)

1000 NICOLLET MALL

(Street)

MINNEAPOLIS MINNESOTA 55403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TARGET CORP [ TGT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2026		A(1)		50,777	A	$0	202,020	D
Common Stock	04/07/2026		F(2)		21,697	D	$120.76	180,323	D
Common Stock								495.9387(3)	I	By 401(k) Plan
Common Stock								196,453	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Acquired pursuant to the settlement of a performance share unit award granted under the Target Corporation 2020 Long-Term Incentive Plan.

2. Withholding of stock to satisfy tax withholding obligation on settlement of performance share unit award referenced in footnote (1).

3. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of March 31, 2026.

Remarks:

	Miranda S. Hirner, Attorney-In-Fact	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Brian C. Cornell report in this Target (TGT) Form 4 filing?

Brian C. Cornell reported the settlement of a performance share unit award, receiving 50,777 Target common shares. As part of this compensation event, shares were also withheld to cover associated tax obligations, updating his reported equity ownership without any open-market stock purchases or sales.

How many Target (TGT) shares did Brian C. Cornell receive as an award?

He received 50,777 Target common shares through settlement of a performance share unit award under the 2020 Long-Term Incentive Plan. This award represents equity compensation tied to performance, increasing his direct share ownership before accounting for tax-related share withholding on the same date.

Why were 21,697 Target (TGT) shares withheld from Brian C. Cornell?

A total of 21,697 Target shares were withheld to satisfy tax withholding obligations on the settlement of his performance share unit award. This Form 4 labels the transaction with code F, which reflects payment of tax liability by delivering shares, not an open-market sale by the executive.

What is Brian C. Cornell’s direct Target (TGT) share ownership after these transactions?

After the grant and tax withholding, Brian C. Cornell directly owned 180,323 Target common shares. This figure excludes indirect holdings reported separately, such as shares in the Target 401(k) Plan and shares held by a trust associated with him, which are listed as indirect ownership.

What indirect Target (TGT) holdings for Brian C. Cornell are shown in the Form 4?

The filing shows 495.9387 Target shares held indirectly through the Target Corporation 401(k) Plan, based on a plan statement as of March 31, 2026. It also reports 196,453 shares held indirectly by a trust, providing a fuller picture of his total beneficial share exposure.

Does this Target (TGT) Form 4 show Brian C. Cornell buying or selling stock in the market?

No open-market purchases or sales are reported. The filing reflects a performance share unit award settlement and related tax withholding. Shares were granted at no cost and some were withheld to cover taxes, which is a routine equity compensation mechanism rather than discretionary trading activity.