TARGET CORP — Director's Dealing 2024

Mar 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2024-03-13

Reporting Person: HENNINGTON CHRISTINA (Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-13	Common Stock	F	688	$165.87	Disposed	37922	Direct
2024-03-13	Common Stock	A	5165	—	Acquired	43087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-13	Deferred Compensation Units	$	S	7680.2259	Disposed		Common Stock (7680.2259)	Direct

Footnotes

F1: Withholding of stock to satisfy tax withholding obligation on vesting of an award of performance-based restricted stock units pursuant to the Target Corporation 2020 Long-Term Incentive Plan that was previously reported by the reporting person on Form 4 filed March 12, 2021 and amended on March 22, 2021.

F2: Includes dividend equivalents paid on 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 performance-based restricted stock units.

F3: 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.

F4: Deferred compensation units are held under the Target Corporation Executive Deferred Compensation Plan (the "Plan"). Under the terms of the Plan, participants' deferred compensation balances are indexed to various crediting rate alternatives, as chosen by them. The units reported relate to the Target common stock crediting rate alternative, and each unit is the economic equivalent of one share of Target common stock. The value of such units increases or decreases daily in accordance with an equivalent investment in the Target Stock Fund in the corporation's 401(k) plan. Participants are generally free to transfer plan balances into other crediting rate alternatives at any time. The Plan balances represent unsecured general obligations of Target Corporation, and are payable solely in cash.

F5: The transaction represents the reporting person's discretionary disposition of units of the Target common stock crediting rate alternative under the Plan referenced in footnote 4, and is the economic equivalent of the sale of the same number of shares of Target common stock.

F6: Includes units acquired as a result of reinvested dividends since the reporting person's Form 4 filing on November 27, 2023, that previously reported these deferred compensation units.