Target (TGT) executive James Lee receives new stock and performance unit awards

Rhea-AI Filing Summary

Target Corp executive James Lee received equity awards in the form of common stock and restricted stock units as part of compensation. On the reported date, he acquired 25,139 shares of common stock at no cash cost through a grant or award, increasing his direct holdings to 79,316 shares.

He then received an additional 10,810 common shares via another grant, bringing his direct ownership to 90,126 shares. Footnotes explain these were awards of restricted stock units and performance-based restricted stock units under the Target Corporation 2020 Long-Term Incentive Plan, including dividend equivalents reinvested. The performance-based award represents the minimum shares deliverable and will vest three years after the grant date if conditions are met.

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

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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^*

Lee James

(Last) (First) (Middle)

1000 NICOLLET MALL

(Street)

MINNEAPOPLIS 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)
	Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		A(1)		25,139	A	$0	79,316(2)	D
Common Stock	03/11/2026		A(3)		10,810	A	$0	90,126	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. Award of restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan.

2. Includes dividend equivalents paid on restricted stock units and performance-based 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 and performance-based restricted stock units.

3. Award of performance-based restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan. Amount reported represents the minimum number of shares that will be delivered upon satisfaction of vesting conditions. Award vests three years after the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	Miranda S. Hirner, Attorney-In-Fact	03/13/2026
	** 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.

FAQ

What did Target (TGT) executive James Lee report in this Form 4?

James Lee reported receiving equity compensation in Target common stock. He was granted 25,139 shares and a further 10,810 shares through awards tied to Target’s 2020 Long-Term Incentive Plan, increasing his direct holdings to 90,126 shares.

Were James Lee’s Target (TGT) Form 4 transactions open-market purchases or compensation grants?

The transactions were compensation-related grants, not open-market purchases. Both entries use code A, described as a grant, award, or other acquisition, and carry a transaction price of 0.0000 per share under Target’s 2020 Long-Term Incentive Plan.

How many Target (TGT) shares does James Lee hold after these Form 4 awards?

After the reported awards, James Lee directly holds 90,126 Target common shares. The filing shows his holdings increased first to 79,316 shares after one grant, then to 90,126 shares following the second equity award on the same date.

What types of equity awards did James Lee receive from Target (TGT)?

He received restricted stock units and performance-based restricted stock units. Footnotes state these awards were granted under Target’s 2020 Long-Term Incentive Plan and include dividend equivalents that were reinvested into additional restricted and performance-based restricted stock units.

What are the vesting terms for James Lee’s Target (TGT) performance-based restricted stock units?

The performance-based restricted stock units vest three years after the grant date. The filing explains the reported amount reflects the minimum number of shares deliverable upon satisfaction of vesting conditions under Target’s 2020 Long-Term Incentive Plan.

How are dividend equivalents treated in James Lee’s Target (TGT) equity awards?

Dividend equivalents on James Lee’s restricted and performance-based units are reinvested. The filing notes dividend equivalents paid since his last report were reinvested into additional restricted stock units and performance-based restricted stock units, increasing his total equity-based compensation.