ROATH LISA R 4

What Happened

• Lisa R. Roath, an executive officer of Target Corporation (TGT), received equity awards on March 11, 2026: two grants totaling 24,930 restricted stock units (RSUs) (16,759 and 8,171 shares) reported at $0.00 per share (awards). On the same date 152 shares were withheld/disposed at $119.88 per share to satisfy tax withholding, producing proceeds of approximately $18,222. The filings identify one grant as performance‑based RSUs (minimum deliverable amount reported) that vests three years after the grant date.

Key Details

• Transaction date: March 11, 2026. Filing date: March 13, 2026 (timely).
• Grants: 16,759 RSUs and 8,171 RSUs granted (reported at $0.00) under the Target 2020 Long‑Term Incentive Plan.
• Withholding: 152 shares withheld/disposed at $119.88 to cover tax liability; proceeds ≈ $18,222.
• Footnotes: awards include regular RSUs and performance‑based RSUs (F1, F3); dividend equivalents have been reinvested into additional units (F2); the 152‑share withholding satisfied tax obligations on vesting of a previously reported performance RSU award (F4).
• Shares owned after the transaction are not disclosed on this Form 4.

Context

• These were equity awards (A) and a routine tax withholding (F), not open‑market purchases or sales driven by trading intent. RSUs are granted, not purchased; performance‑based RSUs may pay out more or fewer shares depending on performance and vest only after the stated vesting period (here, three years). Withholding of shares to satisfy taxes on vesting is common and does not necessarily indicate a change in the insider’s view of the stock.