Target (NYSE: TGT) executive awarded RSUs and performance units; shares withheld for tax

Rhea-AI Filing Summary

Target Corporation executive Pratabkumar Vemana received equity compensation and had shares withheld for taxes. On March 11, 2026, he was granted 20,949 restricted stock units and 7,291 performance-based restricted stock units under the 2020 Long-Term Incentive Plan.

On the same date, 625 common shares were withheld at $119.88 per share to cover tax obligations on a prior performance-based award. After these transactions, he directly holds 48,251 Target common shares.

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^*

Vemana Pratabkumar

(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)
03/11/2026

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)		20,949	A	$0	41,585(2)	D
Common Stock	03/11/2026		A(3)		7,291	A	$0	48,876	D
Common Stock	03/11/2026		F(4)		625	D	$119.88	48,251	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.

4. 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 Form 3 filed May 30, 2025.

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).
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FAQ

What equity awards did Target (TGT) executive Pratabkumar Vemana receive?

Pratabkumar Vemana received 20,949 restricted stock units and 7,291 performance-based restricted stock units. These were granted under Target’s 2020 Long-Term Incentive Plan as part of his compensation package on March 11, 2026.

How do the performance-based restricted stock units for Target (TGT) vest?

The performance-based restricted stock units vest three years after the March 11, 2026 grant date. The 7,291 units reported represent the minimum number of Target shares deliverable if the vesting and performance conditions are satisfied.

Why were 625 Target (TGT) shares disposed of in this Form 4 filing?

The 625 Target shares were withheld to satisfy tax withholding obligations on the vesting of a previously granted performance-based restricted stock unit award. This is a tax-related disposition, not an open-market sale of shares.

What price was used for the tax withholding shares in the Target (TGT) filing?

The 625 shares withheld for taxes were valued at a transaction price of $119.88 per share. This price is used to calculate the value of shares applied toward the executive’s tax liability on the vesting award.

How many Target (TGT) shares does Pratabkumar Vemana hold after these transactions?

After the reported grants and tax withholding, Pratabkumar Vemana directly holds 48,251 Target common shares. This figure reflects his updated post-transaction ownership position reported in the Form 4 filing.

Are the equity awards to the Target (TGT) executive open-market purchases?

No, the equity awards are compensation grants, not open-market purchases. The awards consist of restricted stock units and performance-based restricted stock units granted under Target’s 2020 Long-Term Incentive Plan, with no purchase price paid by the executive.