Target (NYSE: TGT) executive granted stock, small share withholding for taxes

Rhea-AI Filing Summary

Target Corp executive Lisa R. Roath reported compensation-related stock awards rather than open-market trades. On March 11, 2026, she received 16,759 shares of common stock tied to restricted stock units under Target’s 2020 Long-Term Incentive Plan, including reinvested dividend equivalents.

She also received an award of 8,171 performance-based restricted stock units, representing the minimum number of shares deliverable if vesting conditions are met, with the award vesting three years after the grant date. On the same day, 152 shares were withheld at $119.88 per share to satisfy tax obligations on a prior performance-based award. Following these awards and tax withholding, she directly holds 40,675 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^*

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)
03/11/2026

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)		16,759	A	$0	32,656(2)	D
Common Stock	03/11/2026		A(3)		8,171	A	$0	40,827	D
Common Stock	03/11/2026		F(4)		152	D	$119.88	40,675	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 February 23, 2026.

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.
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FAQ

What stock transactions did Target (TGT) executive Lisa R. Roath report?

Lisa R. Roath reported stock awards and tax withholding, not market trades. She received 16,759 shares tied to restricted stock units and 8,171 performance-based restricted stock units, plus 152 shares were withheld to cover taxes on a prior award.

Were Lisa R. Roath’s Target (TGT) Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect stock-based compensation grants and 152 shares withheld at $119.88 each to satisfy tax obligations on vesting of a prior performance-based restricted stock unit award.

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

After the reported transactions, Lisa R. Roath directly holds 40,675 shares of Target common stock. This figure reflects the new restricted and performance-based awards, net of 152 shares withheld to cover tax obligations on a prior incentive plan award.

What equity awards did Lisa R. Roath receive under Target’s 2020 Long-Term Incentive Plan?

She received 16,759 shares associated with restricted stock units, including reinvested dividend equivalents, and 8,171 performance-based restricted stock units. The performance-based award represents the minimum shares deliverable and vests three years after the grant date, subject to vesting conditions.

Why were 152 Target (TGT) shares disposed of in Lisa R. Roath’s Form 4?

The 152-share disposition was for tax withholding, not a market sale. Those shares were withheld at $119.88 each to satisfy tax obligations on the vesting of a performance-based restricted stock unit award previously granted under Target’s 2020 Long-Term Incentive Plan.