Target (NYSE: TGT) executive granted stock; shares withheld for tax

Rhea-AI Filing Summary

Target Corp executive Brian C. Cornell reported equity compensation and related tax withholding transactions in company stock. On March 11, 2026, he received an award of 50,277 restricted stock units under the Target Corporation 2020 Long-Term Incentive Plan, recorded as common stock at no purchase price. On the same date, 11,050 shares of common stock were withheld at $119.88 per share to cover tax obligations on the vesting of a previously granted performance-based restricted stock unit award from March 10, 2023. Following these transactions, he directly owned 151,243 shares of common stock. Indirectly, he held 491.2567 shares through the Target Corporation 401(k) Plan as of December 31, 2025, and 196,453 shares through a trust.

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	50,277	$0.00	--
Tax Withholding	Common Stock	11,050	$119.88	$1.32M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 162,293 shares (Direct); Common Stock — 491.257 shares (Indirect, By 401(k) Plan)

Footnotes (1)

1. Award of restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan. Withholding of stock to satisfy tax withholding obligation on vesting of performance-based restricted stock unit award granted under the Target Corporation 2020 Long-Term Incentive Plan previously reported by the reporting person on March 10, 2023. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of December 31, 2025.

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 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)

X	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)		50,277	A	$0	162,293	D
Common Stock	03/11/2026		F(2)		11,050	D	$119.88	151,243	D
Common Stock								491.2567(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. Award of restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan.

2. Withholding of stock to satisfy tax withholding obligation on vesting of performance-based restricted stock unit award granted under the Target Corporation 2020 Long-Term Incentive Plan previously reported by the reporting person on March 10, 2023.

3. Shares held in the Target Corporation 401(k) Plan based on the plan statement as of December 31, 2025.

Remarks:

	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 equity award did Brian C. Cornell report in Target (TGT) Form 4?

Brian C. Cornell reported an award of 50,277 restricted stock units, recorded as common stock at no purchase price. The grant was made under the Target Corporation 2020 Long-Term Incentive Plan, reflecting stock-based compensation rather than an open-market purchase.

How many Target (TGT) shares were withheld for Brian C. Cornell’s taxes?

A total of 11,050 Target common shares were withheld at $119.88 per share to satisfy tax obligations. The withholding related to the vesting of a previously granted performance-based restricted stock unit award originally reported on March 10, 2023.

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

After the reported grant and tax withholding, Brian C. Cornell directly held 151,243 shares of Target common stock. This figure represents his direct ownership position following the March 11, 2026 equity compensation and related tax-withholding events.

What indirect Target (TGT) holdings does Brian C. Cornell report?

Indirectly, Brian C. Cornell held 491.2567 shares through the Target Corporation 401(k) Plan based on a December 31, 2025 statement, and an additional 196,453 shares of Target common stock held through a trust entity.

Did Brian C. Cornell buy or sell Target (TGT) shares on the open market?

The Form 4 shows a grant of restricted stock units and a tax-withholding disposition of 11,050 shares at $119.88 per share. The transactions reflect compensation and tax settlement, not open-market purchases or discretionary sales.

Which Target incentive plan governed Brian C. Cornell’s reported equity transactions?

Both the new award and the related tax withholding involve the Target Corporation 2020 Long-Term Incentive Plan. The 50,277-unit award was granted under this plan, and the withheld 11,050 shares relate to vesting of a prior performance-based award from the same plan.