Target (TGT) executive gets 2,443-share award, 751 shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Target Corp executive Lisa R. Roath received 2,443 shares of common stock on settlement of a performance share unit award under the Target Corporation 2020 Long-Term Incentive Plan. These shares were granted at no cash cost to her.

To cover related tax obligations, 751 shares were withheld at $120.76 per share, a non‑market tax-withholding disposition rather than an open-market sale. After these compensation-related transactions, Roath directly holds 42,164 Target shares, reflecting a net increase of 1,692 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ROATH LISA R

Role Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,443	$0.00	--
Tax Withholding	Common Stock	751	$120.76	$91K

Holdings After Transaction: Common Stock — 42,915 shares (Direct)

Footnotes (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).

Key Figures

Shares granted: 2,443 shares Tax withholding shares: 751 shares Tax withholding price: $120.76 per share +3 more

6 metrics

Shares granted 2,443 shares Performance share unit settlement on April 7, 2026

Tax withholding shares 751 shares Shares withheld to satisfy tax obligation

Tax withholding price $120.76 per share Valuation for 751 withheld shares

Shares after grant 42,915 shares Total directly held immediately after 2,443-share grant

Shares after tax withholding 42,164 shares Direct holdings after 751-share tax withholding

Net shares added 1,692 shares Grant minus tax-withholding shares

Key Terms

performance share unit award, Long-Term Incentive Plan, tax withholding obligation, tax-withholding disposition, +1 more

5 terms

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)."

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 04:23 PM

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^*

ROATH LISA R

(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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/07/2026		A⁽¹⁾		2,443	A	$0	42,915	D
Common Stock	04/07/2026		F⁽²⁾		751	D	$120.76	42,164	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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).

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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Target (TGT) executive Lisa R. Roath report in this Form 4?

Lisa R. Roath reported receiving 2,443 Target common shares from a performance share unit award. To satisfy taxes, 751 shares were withheld, leaving her with 42,164 directly held shares after these compensation-related transactions.

Was Lisa R. Roath’s Target (TGT) Form 4 a stock purchase or sale?

The Form 4 shows a grant of 2,443 shares and a 751-share tax withholding, not an open-market buy or sell. The withheld shares covered tax obligations tied to a performance share unit settlement, leaving Roath with more shares overall.

How many Target (TGT) shares does Lisa R. Roath hold after this filing?

After the reported transactions, Lisa R. Roath directly holds 42,164 Target common shares. This balance reflects the 2,443-share performance award settlement and the 751 shares withheld to meet tax obligations connected to that award.

What price was used for Lisa R. Roath’s Target (TGT) tax withholding shares?

The 751 Target shares withheld for taxes were valued at $120.76 per share. This tax-withholding disposition settled obligations arising from the performance share unit award settlement, rather than representing a discretionary open-market sale.

What is the source of the 2,443 Target (TGT) shares granted to Lisa R. Roath?

The 2,443 Target shares were acquired through settlement of a performance share unit award under the Target Corporation 2020 Long-Term Incentive Plan. This reflects equity compensation rather than purchases in the open market.