Target (TGT) CAO Matthew Liegel reports tax withholding of RSU shares

Rhea-AI Filing Summary

Target Corporation’s Chief Accounting Officer Matthew A. Liegel reported routine tax-related share dispositions tied to restricted stock unit vesting. On March 9, 2026, a total of 338 shares of Target common stock were withheld at $117.95 per share to satisfy tax withholding obligations on prior equity awards under the Target Corporation 2020 Long-Term Incentive Plan. Following these transactions, Liegel directly holds 11,125 shares of Target common stock. These F-code transactions reflect tax withholding and are not open-market purchases or sales.

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

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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^*

LIEGEL MATTHEW A

(Last) (First) (Middle)

1000 NICOLLET MALL

(Street)

MINNEAPOLIS MN 55403

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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

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

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

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	03/09/2026		F(1)		192	D	$117.95	11,271(2)	D
Common Stock	03/09/2026		F(3)		146	D	$117.95	11,125	D

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. Withholding of stock to satisfy tax withholding obligation on vesting of an award of restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan that was previously reported by the reporting person on March 10, 2023.

2. Includes dividend equivalents paid on restricted stock units since the date of the reporting person's last filing through the date of the reported transaction that have been reinvested in additional restricted stock units.

3. Withholding of stock to satisfy tax withholding obligation on vesting of an award of restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan that was previously reported by the reporting person on Form 3 filed April 7, 2022.

Remarks:

Exhibit 24 - Power of Attorney

	Miranda S. Hirner, Attorney-In-Fact	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Target (TGT) insider Matthew A. Liegel report in this Form 4?

Chief Accounting Officer Matthew A. Liegel reported tax-related share dispositions. A total of 338 Target common shares were withheld to cover tax obligations upon vesting of previously granted restricted stock units under the 2020 Long-Term Incentive Plan.

Were Matthew A. Liegel’s Target (TGT) transactions open-market sales?

No, the reported transactions were not open-market sales. They were F-code dispositions where Target common shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock unit awards previously granted to Liegel.

How many Target (TGT) shares were withheld for Matthew A. Liegel’s taxes?

A total of 338 Target common shares were withheld for tax obligations. This comprised 192 shares and 146 shares, each at a price of $117.95 per share, in connection with the vesting of restricted stock unit awards.

What is Matthew A. Liegel’s Target (TGT) shareholding after these transactions?

After the tax-withholding transactions, Matthew A. Liegel directly holds 11,125 Target common shares. This figure reflects his remaining direct ownership following the withholding of 338 shares to satisfy tax obligations on vested restricted stock units.

Which Target (TGT) equity plan is referenced in Matthew A. Liegel’s Form 4?

The Form 4 references the Target Corporation 2020 Long-Term Incentive Plan. The tax-withholding dispositions arose when restricted stock units granted under this plan vested, and shares were withheld to cover associated tax liabilities for Matthew A. Liegel.

What do the Form 4 footnotes say about Matthew A. Liegel’s Target (TGT) RSUs?

The footnotes explain that shares were withheld to satisfy tax obligations on RSU vesting and that dividend equivalents on RSUs have been reinvested into additional RSUs since his last filing, highlighting ongoing equity-based compensation activity for Matthew A. Liegel.