Target (NYSE: TGT) CAO covers tax obligations through share withholding

Rhea-AI Filing Summary

Target Corp Chief Accounting Officer reports tax-withholding share dispositions tied to restricted stock vesting. On March 13, 2026, 371 shares of Target common stock were withheld at $116.73 per share, and on March 12, 2026, 246 shares were withheld at $116.55 per share to cover tax obligations on vesting of previously reported restricted stock unit awards under the Target Corporation 2020 Long-Term Incentive Plan. After these dispositions, Matthew A. Liegel directly holds 14,196 Target 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^*

LIEGEL MATTHEW A

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		F(1)		246	D	$116.55	14,567	D
Common Stock	03/13/2026		F(2)		371	D	$116.73	14,196	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 March 14, 2025.

2. 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 March 15, 2024.

Remarks:

	Miranda S. Hirner, Attorney-In-Fact	03/16/2026
	** 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 transaction did Target (TGT) report for Matthew A. Liegel?

Target reported that Chief Accounting Officer Matthew A. Liegel had shares withheld to cover tax obligations on vesting restricted stock units. Two separate tax-withholding dispositions occurred in March 2026 under the Target Corporation 2020 Long-Term Incentive Plan, rather than open-market sales.

How many Target (TGT) shares were withheld for taxes in this Form 4 filing?

A total of 617 Target common shares were withheld for taxes. This includes 371 shares on March 13, 2026 at $116.73 per share and 246 shares on March 12, 2026 at $116.55 per share, all to satisfy tax withholding obligations on restricted stock unit vesting.

Were Matthew A. Liegel’s Target (TGT) transactions open-market sales?

No, the transactions were not open-market sales. Both were coded as “F” tax-withholding dispositions, meaning Target shares were withheld to pay tax liabilities upon vesting of restricted stock units, rather than discretionary buys or sells in the open market.

How many Target (TGT) shares does Matthew A. Liegel hold after these transactions?

After the reported tax-withholding dispositions, Matthew A. Liegel directly holds 14,196 Target common shares. This balance reflects his remaining equity position following the withholding of 617 shares to satisfy tax obligations on vesting awards under the 2020 Long-Term Incentive Plan.

What equity plan is referenced in Matthew A. Liegel’s Target (TGT) Form 4?

The transactions relate to the Target Corporation 2020 Long-Term Incentive Plan. Shares were withheld to cover tax obligations arising from the vesting of restricted stock unit awards that had been previously reported under this long-term incentive compensation program.

What do F-code transactions mean in the Target (TGT) Form 4 for Matthew A. Liegel?

F-code transactions indicate payment of tax liability or exercise price by delivering securities. In this Form 4, they show that Target shares were withheld from Matthew A. Liegel to satisfy tax withholding obligations when his restricted stock units vested, rather than traditional market sales.