[Form 4] TARGET CORP Insider Trading Activity

Rhea-AI Filing Summary

Target Corp executive Lisa R. Roath reported routine tax-related share dispositions tied to equity compensation. On an award vesting, a total of 364 shares of Target common stock were withheld on March 9, 2026 at $117.95 per share to satisfy tax obligations, rather than being sold in the open market. After these tax-withholding dispositions, she directly owned 15,897 Target shares. The footnotes explain these arose from restricted stock units granted under the Target Corporation 2020 Long-Term Incentive Plan.

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^*

ROATH LISA R

(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)
	Executive 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)		209	D	$117.95	16,052(2)	D
Common Stock	03/09/2026		F(1)		155	D	$117.95	15,897	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 Form 3 filed February 23, 2026.

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.

Remarks:

	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.
* 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 insider activity did Target (TGT) report for Lisa R. Roath on this Form 4?

Target executive Lisa R. Roath reported tax-withholding dispositions of company stock. A total of 364 shares of Target common stock were withheld on March 9, 2026 to cover tax obligations from vesting restricted stock unit awards.

Was Lisa R. Roath’s Target (TGT) Form 4 transaction an open-market sale?

No, the Form 4 describes tax-withholding dispositions, not open-market sales. Shares were withheld by Target to pay taxes due on vesting restricted stock units under the company’s 2020 Long-Term Incentive Plan, a common administrative mechanism for equity compensation.

How many Target (TGT) shares were involved in Lisa R. Roath’s tax-withholding transactions?

The Form 4 shows two tax-withholding transactions totaling 364 shares of Target common stock. They are reported at a price of $117.95 per share and both relate to satisfying tax liabilities on the vesting of restricted stock unit awards.

How many Target (TGT) shares does Lisa R. Roath hold after these Form 4 transactions?

After the reported tax-withholding dispositions, Lisa R. Roath directly holds 15,897 shares of Target common stock. This post-transaction holding figure appears in the Form 4 and indicates her remaining direct equity stake following the RSU-related tax withholdings.

What compensation plan is linked to Lisa R. Roath’s Target (TGT) Form 4 activity?

The Form 4 footnotes state the tax-withholding dispositions relate to vesting under the Target Corporation 2020 Long-Term Incentive Plan. The award involved restricted stock units, and dividend equivalents on these units have been reinvested into additional restricted stock units since her prior filing.

How are dividend equivalents on Lisa R. Roath’s Target (TGT) restricted stock units treated?

Dividend equivalents on her restricted stock units and performance-based restricted stock units have been reinvested into additional units. The Form 4 footnote explains these reinvestments occurred from the date of her last filing through the date of the reported tax-withholding transaction.