Cornell Brian C 4

What Happened Brian C. Cornell, an executive officer and director of Target Corp (TGT), received an award of 50,277 restricted stock units (RSUs) on March 11, 2026 (recorded as an acquisition at $0.00). To satisfy the tax withholding on vesting, 11,050 shares were withheld (disposed) at $119.88 per share, generating proceeds of $1,324,674. This was an RSU vesting/tax-withholding transaction rather than an open-market sale or purchase.

Key Details

• Transaction date: 2026-03-11 (reported on Form 4 filed 2026-03-13; filing appears timely).
• Award: 50,277 RSUs acquired (code A) at $0.00 (per filing).
• Tax withholding: 11,050 shares withheld (code F) at $119.88 each = $1,324,674.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 — RSU award under the Target Corporation 2020 Long‑Term Incentive Plan. F2 — withholding satisfied tax liability for a performance‑based RSU grant previously reported on 3/10/2023. F3 — reference to shares held in Target 401(k) plan as of 12/31/2025.
• Transaction codes: A = Award/Grant, F = Withholding for tax liability.

Context This is a routine compensation event: RSUs vested and a portion of shares were withheld to cover tax obligations (a cashless settlement), not sold on the open market. Such withholding is common and does not necessarily indicate the insider’s market view; outright purchases are generally more indicative of bullish sentiment.