Target (TGT) 10-K risk factor changes: FY2025 vs FY2024

We attempt to differentiate our guest experience through a careful combination of price, merchandise assortment, store environment, [added: digital experiences,] convenience, guest service, loyalty programs, advertising, and marketing.

In addition, providing multiple fulfillment options, expanding our digital channels, [added: expanding our digital assortment through third-party sellers on our Target Plus marketplace,] and implementing new technology is complex, costly, and may not meet our guests’ expectations.

If our use of generative [added: or agentic] artificial intelligence becomes controversial or is [added: ineffective, or if the outputs generated are] inaccurate or [removed: ineffective,] [added: controversial,] our reputation and competitive position could be adversely affected.

If we do not anticipate consumer demand [added: accurately] and respond quickly to changing consumer preferences, our results of operations and financial condition could be adversely affected.

We have not always been able to accurately [removed: predict] [added: forecast] consumer demand or [added: react to] rapid changes in consumer preferences and spending patterns, which has previously resulted in insufficient or excess inventory, increased inventory markdowns, higher costs (including for storage, transportation, labor, and other expenses), and adverse impacts on our results of operations.

If we are unable to [removed: accurately predict consumer demand and effectively adapt to future changes] [added: do so again] in [removed: consumer preferences and spending patterns,] [added: the future,] our results of operations and financial condition could be adversely affected.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 9 | | |

| | | | RISK FACTORS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

We believe that one of the reasons our shareholders, guests, team members, [removed: and] vendors [added: and business collaborators] choose Target is the positive reputation we have built over many years for serving those constituencies and the communities in which we operate.

Negative reputational incidents or negative perceptions of us could adversely affect our business and results of operations, including through lower sales, the termination of [added: existing] business relationships, [added: challenges in obtaining new vendors, third-party sellers or business collaborators,] loss of new store and development opportunities, higher costs, and team member engagement, retention, and recruiting difficulties.

Our shareholders, guests, team members, [removed: vendors,] [added: vendors] and [added: business collaborators, and] other third parties (including governmental entities and officials and non-governmental organizations) have evolving, varied, and sometimes conflicting expectations regarding many aspects of our business, including our operations, product and service offerings, and environmental, [added: political,] social, and governance matters.

Some of these individuals and organizations have expectations that Target offer or not offer certain products and services or pursue or not pursue [removed: certain] [added: particular] environmental, [added: political,] social, and governance initiatives, including with respect to [added: belonging and] diversity, equity, and inclusion.

For example, we experienced adverse reactions from some of our shareholders, guests, team members, and others related to our assortment of Pride Month products in 2023 and other positions we have taken with respect to social issues, including LGBTQIA+ matters, which [removed: have previously] resulted in consumer boycotts and litigation.

We may in the future take [removed: actions] [added: actions, or be perceived to take actions,] that do not meet the conflicting expectations of some or all of our shareholders, guests, team members, vendors, [added: business collaborators,] and other third parties (including governmental entities and officials and non-governmental organizations) regarding various aspects of our business, including our operations, product and service offerings, and environmental, [added: political,] social, and governance matters.

We previously established, and may continue to establish, various goals and initiatives regarding environmental, [added: political,] social, and governance matters, including with respect to sustainability and human capital management.

For example, [added: in 2025,] we [removed: recently] announced that we modified and concluded certain of our initiatives related to diversity, equity, and inclusion, which resulted in adverse reactions from some of our shareholders, guests, team members, and [removed: others.][added: others, as well as consumer boycotts organized throughout 2025.]

Our establishment and continuation of any goals or initiatives regarding environmental, [added: political,] social, and governance matters, any modification or termination of such goals or initiatives, or any failure or perceived failure by us to achieve them, could result in negative reactions from our shareholders, guests, team members, vendors, and other third parties (including governmental entities and officials and non-governmental organizations) and lead to adverse perceptions of our business, consumer boycotts, litigation, investigations, and regulatory proceedings.

In particular, certain federal and state officials and agencies have asserted that corporate initiatives regarding environmental, social, and governance matters, including with respect to [removed: sustainability] [added: sustainability, belonging,] and diversity, equity, and inclusion, violate various federal and state laws.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 10 | | |

We also have relationships with designers, celebrities, influencers, and other individuals, including for advertising [removed: campaigns] [added: campaigns, product collaborations,] and marketing programs.

Our owned and exclusive brand products represent approximately [removed: one third] [added: thirty percent] of our overall merchandise sales and generally carry higher margins than equivalent national brand products.

Our ability to source, develop, and market our owned and exclusive brands depends on many factors, including our ability to anticipate consumer demand and preferences and make trend-right decisions, our relationships with [added: both established and new] vendors, the availability and price of raw materials, product quality, and our ability to offer products at affordable prices.

This requires accurate longer-term forecasting of consumer demand to effectively manage our operations, including for categories where consumer preferences may change rapidly, and exposes us to enhanced risks of supply chain [removed: disruptions.][added: disruptions and trade policy or tariff impacts.]

As a result, any factors negatively impacting us during any of these periods, including weather conditions, natural disasters, macroeconomic conditions, consumer preferences, [added: technological disruptions,] and political or economic uncertainty or instability, could adversely affect our results of operations and financial [removed: condition.][added: condition to a greater degree.]

As a result, flat sales and sales declines of our higher-margin merchandise have previously limited, and may in the future limit, our ability to drive net earnings [removed: growth.][added: growth or result in a decline in our gross margin rate.]

Furthermore, we are subject to cyclical trends in [removed: consumer spending, which may]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 11 | | |

[added: consumer spending, which may] disproportionately impact sales of certain merchandise and result in lower sales for our higher-margin merchandise.

When building new stores, we compete with other retailers and businesses for suitable locations for our [removed: stores.][added: stores and available labor and materials.]

Furthermore, remodels and new store projects have previously been, and may in the future be, delayed or cancelled based on changes in macroeconomic conditions, changes in expected project benefits, [added: the timing for required permit issuances or other regulatory clearances,] and other factors, which could result in the inefficient deployment of our capital and adversely affect our results of operations and financial condition.

[removed: These systems are] subject to possible damage or interruption from many events, including power and other outages, telecommunications failures, third-party failures, malicious attacks, security breaches, unplanned downtime, program transitions, and implementation errors.

For example, in the past, we have experienced disruptions [added: to the order fulfillment capabilities on our digital platforms and] in our point-of-sale system that prevented our ability to process debit or credit transactions, which negatively impacted some guests’ experiences and generated negative publicity.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 12 | | |

However, we may be unable to anticipate security incidents, detect attacks, or implement adequate preventive measures as cyber threats continue to evolve and cyberattacks become more sophisticated and frequent, including through the introduction of viruses and malware (such as ransomware) and the use of enhanced [added: and rapidly advancing] technologies and capabilities (including artificial intelligence) by threat actors.

[removed: Since] [added: But as] we previously experienced a prominent data breach, additional information security, cybersecurity, or data privacy incidents could draw greater scrutiny.

The legal and regulatory environment regarding information security, cybersecurity, and data privacy is dynamic and has strict requirements, including for the use and treatment of personal [removed: data.][added: information.]

Complying with current or contemplated information security, cybersecurity, data privacy, data protection, and data processing laws and regulations (including reporting and disclosure regimes), or any [added: actual or alleged] failure to comply, could cause us to incur substantial costs, require changes to our business practices, and expose us to litigation and regulatory risks, each of which could adversely affect our reputation, results of operations, and financial condition.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 13 | | |

If our replenishment and fulfillment network does not operate properly, if we are unable to timely import certain merchandise, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services [removed: like they experienced] [added: as has happened] in [removed: recent years,] [added: the past,] we could experience merchandise out-of-stocks, delays in shipping and receiving merchandise, and increased costs, which could adversely affect our reputation and results of operations.

As technology (including artificial intelligence) in the digital retail market continues to evolve, new competitors may emerge due to lowered barriers of entry, which could negatively impact our ability to compete.

| | | | RISK FACTORS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

Our business transformation initiatives may not achieve their intended objectives, which could adversely affect our competitive position, results of operations, and financial condition.

Beginning in 2025, we began a company-wide business transformation effort to increase speed and agility across the organization in support of our strategic priorities.

This initiative is intended to simplify cross-functional ways of working, increase role clarity, leverage technology (including artificial intelligence) and data to enhance decision-making, and reduce costs.

These efforts have required, and may continue to require, significant changes to the day-to-day ways of working of our team members.

The success of this initiative is subject to the related risks discussed throughout this Item 1A, Risk Factors, as it is interconnected with our broader strategy and further depends on, among other things, effective execution and change management.

If our execution is ineffective, if adoption by our team members is slower or more limited than expected, or if the initiative otherwise fails to adequately support our strategy, our competitive position, results of

| | | | RISK FACTORS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

operations, and financial condition could be adversely affected.

We cannot assure that we will achieve all of the intended benefits of this initiative, including anticipated efficiencies, cost savings, or operational improvements, or that such benefits will be realized within expected timeframes.

In addition, the execution of our business transformation efforts has resulted, and may continue to result, in additional costs, including impairment of long-lived assets and costs associated with exiting certain activities or terminating commercial relationships.

For example, in 2025, we recognized costs and charges related to reductions in our workforce, facility exits, and the termination of a commercial partnership.

Such costs and charges could adversely affect our results of operations and financial condition.

| | | | RISK FACTORS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

Our Roundel retail media network may not maintain or grow advertising revenue, which could adversely affect our results of operations.

Roundel, our in-house retail media network, offers advertising services on a variety of digital platforms primarily to our merchandise vendors, either directly or via advertising agencies, and Target Plus third-party sellers to promote their products and services.

The digital advertising environment is highly competitive, and our advertisers do not have long-term commitments with us.

The performance of Roundel depends on a number of factors, including the size and composition of our merchandise vendor and seller base, levels of consumer engagement with Target-branded digital platforms, and our ability to maintain effective relationships with key search and social media platforms and third-party technology providers.

If our vendor or seller base shrinks, consumer traffic to our digital platforms decreases, or we are unable maintain key relationships, our advertising revenue may fail to meet expectations or may decline.

In addition, changes in data privacy laws and regulations (as discussed elsewhere in this Item 1A, Risk Factors), as well as new or modified policies of third-party platforms through which Roundel’s offerings are delivered, could negatively affect Roundel’s business model.

Increased competition, including from new or enhanced technology offerings such as artificial intelligence-enabled advertising solutions, may further pressure demand for our services.

If advertisers reduce or discontinue their use of Roundel’s offerings, our competitive position and results of operations could be adversely affected.

These systems are

| | | | RISK FACTORS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| | | | RISK FACTORS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

U.S. trade policy is changing rapidly and remains subject to uncertainty.

In February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were not authorized by the statute.

The U.S. government then imposed additional, non-IEEPA global Section 122 tariffs.

Many of these tariffs were imposed under IEEPA and were subsequently impacted by the February 2026 ruling, though the process, timing, and amount of any potential refund recovery for such tariffs remain uncertain.

We continue to closely monitor these developments and their ultimate impact on our business, results of operations, and financial condition, all of which may be adversely impacted.

We also utilize a first sale declaration program, which is subject to rigorous requirements, to pay duties and tariffs to U.S. Customs for merchandise on the basis of the price paid by our vendors rather than the price paid by the importer of record.

Our program may be subject to inquiries, investigations, or regulatory proceedings by U.S. Customs.

The amount of duties and tariffs that we pay to import merchandise could rise substantially if the U.S. government eliminates the availability of the first sale declaration methodology, if the requirements to utilize this methodology change, or if our ability to rely on this methodology is limited or eliminated.

| | | | RISK FACTORS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

In recent years, we have experienced elevated levels of inventory shrink relative to historical levels, which have adversely affected, and could continue to adversely affect, our results of operations and financial condition.

In addition, we have undertaken an enterprise-wide initiative to simplify and gain efficiencies across our business, with a focus on reducing complexities and lowering costs.

We cannot guarantee that we will realize all of the potential cost savings from this initiative and we may experience difficulties and delays in identifying and achieving such cost savings, which could adversely affect our results of operations and financial condition.

Fiscal [removed: 2024] [added: 2025] included the following notable items:

- GAAP [removed: and Adjusted] diluted earnings per share were [removed: $8.86.][added: $8.13 and Adjusted EPS1 were $7.57.]

- Net Sales were [removed: $106.6] [added: $104.8] billion, a decrease of [removed: $0.8] [added: $1.8] billion, or [removed: 0.8] [added: 1.7] percent, from the prior [removed: year, driven by one less week in the current] year.

- Comparable sales [removed: increased 0.1] [added: decreased 2.6] percent, driven by a [removed: 1.4] [added: 2.2] percent [removed: increase] [added: decrease] in traffic and [removed: partially offset by] a [removed: 1.3] [added: 0.4] percent decrease in average transaction amount.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 25] [added: 27] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | [removed: FINANCIAL] [added: EXECUTIVE OVERVIEW & FINANCIAL] SUMMARY | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| [added: 2025 | | |] 2024 | | | 2023 *(a)* | | | [removed: 2022] [added: 2025/2024] | | | 2024/2023 | | | [removed: 2023/2022] | | | [removed: | | |]

| GAAP diluted earnings per share | | | $ | [removed: 8.86] [added: 8.13] | | $ | [removed: 8.94] [added: 8.86] | | $ | [removed: 5.98] [added: 8.94] | | [removed: (0.9)] [added: (8.2)] | | % | [removed: 49.4] [added: (0.9)] | | % |

| Adjusted diluted earnings per share [added: *1*] | | | $ | [removed: 8.86] [added: 7.57] | | $ | [removed: 8.94] [added: 8.86] | | $ | [removed: 6.02] [added: 8.94] | | [removed: (0.9)] [added: (14.5)] | | % | [removed: 48.6] [added: (0.9)] | | % |

[removed: Adjusted] [added: 1Adjusted] diluted earnings per share (Adjusted [removed: EPS), a] [added: EPS) and Adjusted operating income,] non-GAAP [removed: metric, excludes] [added: metrics, exclude] the impact of certain items.

Management believes that Adjusted EPS [removed: is] [added: and Adjusted operating income are] useful in providing period-to-period comparisons of the results of our operations.

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page [removed: 30](#i307a88ddef5c484c92b92237508fdaed_79).][added: 32](#i466860cf03e34840aa8781c0f8f59e72_94).]

*(a)*2023 consisted of 53 weeks compared with 52 weeks in [removed: 2024] [added: 2025] and [removed: 2022.][added: 2024.]

We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our [removed: capital-allocation] [added: capital allocation] effectiveness over time.

For the trailing twelve months ended [removed: February 1, 2025,] [added: January 31, 2026,] after-tax ROIC was [removed: 15.4] [added: 13.8] percent, compared to [removed: 16.1] [added: 15.4] percent for the trailing twelve months ended February [removed: 3, 2024.][added: 1, 2025.]

The calculation of ROIC is provided on [page [removed: 31](#i307a88ddef5c484c92b92237508fdaed_85).][added: 34](#i466860cf03e34840aa8781c0f8f59e72_100).]

| (dollars in millions) | | | [removed: 2024] [added: 2025] | | | [removed: 2023 *(c)*] [added: 2024] | | | [removed: 2022] [added: 2023*(a)*] | | | [removed: 2024/2023] [added: 2025/2024] | | | [removed: 2023/2022] [added: 2024/2023] | | |

| Net sales [removed: *(a)*] | | | $ | [removed: 106,566] [added: 104,780] | | $ | [removed: 107,412] [added: 106,566] | | $ | [removed: 109,120] [added: 107,412] | | [removed: (0.8)] [added: (1.7)] | | % | [removed: (1.6)] [added: (0.8)] | | % |

| Cost of sales [removed: *(b)*] | | | [removed: 76,502] [added: 75,511] | | | [removed: 77,828] [added: 76,502] | | | [removed: 82,306] [added: 77,828] | | | [removed: (1.7)] [added: (1.3)] | | | [removed: (5.4)] [added: (1.7)] | | |

| SG&A expenses [removed: *(b)*] | | | [removed: 21,969] [added: 21,535] | | | [removed: 21,462] [added: 21,969] | | | [removed: 20,581] [added: 21,462] | | | [removed: 2.4] [added: (2.0)] | | | [removed: 4.3] [added: 2.4] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) | | | [removed: 2,529] [added: 2,617] | | | [removed: 2,415] [added: 2,529] | | | [removed: 2,385] [added: 2,415] | | | [removed: 4.7] [added: 3.5] | | | [removed: 1.3] [added: 4.7] | | |

| Operating income | | | $ | [removed: 5,566] [added: 5,117] | | $ | [removed: 5,707] [added: 5,566] | | $ | [removed: 3,848] [added: 5,707] | | [removed: (2.5)] [added: (8.1)] | | % | [removed: 48.3] [added: (2.5)] | | % |

[Note [removed: 2](#i307a88ddef5c484c92b92237508fdaed_175)] [added: 7](#i466860cf03e34840aa8781c0f8f59e72_2598)] to the Financial Statements provides additional information.

[removed: *(c)*2023] [added: *(a)*2023] consisted of 53 weeks compared with 52 weeks in [removed: 2024] [added: 2025] and [removed: 2022.][added: 2024.]

| Rate Analysis | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023*(a)*] | | |

| Gross margin rate [removed: *(a)*] | | | [removed: 28.2] [added: 27.9] | | % | [removed: 27.5] [added: 28.2] | | % | [removed: 24.6] [added: 27.5] | | % |

| SG&A expense rate [removed: *(a)*] | | | 20.6 | | | [removed: 20.0] [added: 20.6] | | | [removed: 18.9] [added: 20.0] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate | | | [removed: 2.4] [added: 2.5] | | | [removed: 2.2] [added: 2.4] | | | 2.2 | | |

| Operating income margin rate | | | [removed: 5.2] [added: 4.9] | | | [removed: 5.3] [added: 5.2] | | | [removed: 3.5] [added: 5.3] | | |

[removed: Refer to [Note 3](#i307a88ddef5c484c92b92237508fdaed_187)] [added: *(b)*[Note 7](#i466860cf03e34840aa8781c0f8f59e72_2598)] to the Financial Statements [removed: for] [added: provides] additional information.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 26] [added: 28] | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

A discussion regarding Analysis of Results of Operations and Analysis of Financial Condition for [removed: 2023,] [added: 2024,] as compared to [removed: 2022,] [added: 2023,] is included in Part II, Item 7, MD&A to our [Annual Report on Form 10-K for the year [removed: ended](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000027419/000002741924000032/tgt-20240203.htm) [February 3, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000027419/000002741924000032/tgt-20240203.htm).][added: ended February 1, 2025](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/0000027419-25-000018-index.htm).]

[Note [removed: 2](#i307a88ddef5c484c92b92237508fdaed_175)] [added: 2](#i466860cf03e34840aa8781c0f8f59e72_190)] to the Financial Statements provides more information.

[Note [removed: 2](#i307a88ddef5c484c92b92237508fdaed_175)] [added: 2](#i466860cf03e34840aa8781c0f8f59e72_190)] to the Financial Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our stores and digital channels by measuring the change in sales for a period over the comparable, prior-year period of equivalent length.

Digitally originated sales include all Merchandise Sales initiated through [removed: mobile] [added: mobile/computer] applications and our websites.

Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive Up, and [removed: Same Day] [added: Same-Day] Delivery.

| Comparable Sales | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Comparable sales change | | | [removed: 0.1] [added: (2.6)] | | % | [removed: (3.7)] [added: 0.1] | | % | [removed: 2.2] [added: (3.7)] | | % |

In 2025, we operated in a dynamic and uncertain environment characterized by cautious consumers who remained value-focused and selective in discretionary spending along with unprecedented tariff volatility.

Against this backdrop, we took decisive actions to strengthen our business and position Target for long-term growth with a clear strategic focus around four priorities: leading with merchandising authority; elevating the guest experience; accelerating technology; and strengthening team and communities.

During 2025, we:

- Took action on our initiative to transform various aspects of our business, including organizational simplification to streamline decision-making, reduce complexity, and drive efficiency;

- Advanced the multi-year transformation of our Hardlines business into "Fun 101", an evolution in bringing greater cultural relevance and style authority to the assortment;

- Continued innovation within our owned brands portfolio, including design partnerships and collaborations across multiple categories, such as our new fresh floral owned brand, Good Little Garden, the kate spade new york x Target collection, and partnerships with celebrities including Taylor Swift and Tom Holland;

- Launched Precision Plus by Roundel™, a retail media capability that improves advertising outcomes by leveraging data and AI-learning, and expanded our Target Plus third-party digital marketplace;

- Leveraged our nearly 2,000-store network (including 18 new stores opened in 2025) to fulfill the vast majority of sales through stores, supporting speed and cost efficiency, with two-thirds of digital sales fulfilled through our same-day fulfillment options;

- Realized significant improvements in inventory shrink throughout the year, with shrink rates reaching pre-pandemic levels;

- Enhanced artificial intelligence capabilities across merchandising, planning, inventory management, and personalization, and expanded the use of AI-powered tools to simplify work for store and headquarters teams; and

- Continued our longstanding commitment to community engagement and giving, including giving 5 percent of profit to communities, as well as over 1 million team member volunteer hours annually.

Business Environment

Beginning in 2025, the U.S. imposed a variety of additional tariffs on a wide range of imported products using various legal authorities, including IEEPA.

Those additional tariffs were subsequently modified through incremental increases, decreases, pauses, and limited exemptions.

Approximately one-half of the merchandise we offer is sourced from outside the U.S., either directly or through our vendors, with China as the single largest source of merchandise we import.

On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under IEEPA were not authorized by the statute.

The ruling does not establish a refund process, and significant uncertainty remains regarding how and when any amounts may be recovered.

We are evaluating the ruling and potential actions available to us.

Because the process, timing, and amount of any recovery are uncertain, we are unable to estimate the financial effects, if any, at this time.

The ultimate resolution of this matter could materially affect our consolidated financial position, results of operations, and cash flows.

We are closely monitoring the evolving consumer and regulatory landscape, including new tariffs announced in February 2026 in response to the U.S. Supreme Court ruling on IEEPA tariffs, and adjusting plans as needed.

The collective interaction of tariffs, sourcing strategies, pricing actions, consumer response and behaviors, and other factors, could materially impact our sales and results of operations in future periods.

Business Transformation Initiatives

In 2025, we announced a multi-year initiative to transform various aspects of our business—including our organizational structure, processes, and technology—to enable greater agility and optimize the use of the Company's assets.

We incurred costs and charges related to our business transformation initiatives in 2025, including a reduction in our headquarters workforce.

We may incur additional business transformation costs and charges in future periods, which may adversely affect our results of operations and financial condition; however, we cannot reasonably estimate the amount of such costs and charges at this time.

- Operating income of $5.1 billion and Adjusted operating income1 of $4.8 billion were 8.1 percent and 14.2 percent lower, respectively, than the prior-year.

- We recognized $593 million of net gains related to settlements of credit card interchange fee litigation matters.

- We incurred $250 million of costs related to business transformation initiatives.

| Total adjustments | | | (0.56) | | | — | | | — | | | | | | | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| Adjusted SG&A expenses *(b)* | | | $ | 21,877 | | $ | 21,969 | | $ | 21,462 | | (0.4) | | % | 2.4 | | % |

| Adjusted operating income *(b)* | | | 4,775 | | | 5,566 | | | 5,707 | | | (14.2) | | | (2.5) | | |

| Adjusted SG&A expense rate *(b)* | | | 20.9 | | | 20.6 | | | 20.0 | | |

| Adjusted operating income margin rate *(b)* | | | 4.6 | | | 5.2 | | | 5.3 | | |

*(b)*Adjusted SG&A expenses, Adjusted SG&A expense rate, Adjusted operating income, and Adjusted operating income margin rate, which are non-GAAP measures, exclude the impact of certain items.

Management believes that these measures are useful in providing period-to-period comparisons of the results of our operations.

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page 32](#i466860cf03e34840aa8781c0f8f59e72_94).

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

In 2024, we drove our strategy (as described on [page 2](#i307a88ddef5c484c92b92237508fdaed_13)) by investing in core strengths that deepened connection with existing guests, while introducing innovations that further differentiated Target, unlocked new channels of growth, and gave consumers more reasons to become loyal Target guests.

During 2024, we

- Continued to emphasize newness and differentiation across our assortment, including a steady flow of exclusive products and designer collaborations, such as:

◦2,000 new wellness products introduced in January of 2025—600 of which were exclusive to Target;

◦our exclusive official "Taylor Swift | The Eras Tour Book";

◦our large assortment of exclusive Wicked products including Wicked Quenchers from Stanley;

◦partnerships with celebrities such as Dwayne “The Rock” Johnson, Tom Holland, Jennifer Aniston, Ashley Tisdale and more;

◦the Diane von Furstenberg for Target collection;

◦The Cuddle Collab limited-edition collection for pets and pet lovers; and

◦a limited-time pickleball collection with tennis and lifestyle brand Prince;

- Launched or expanded several owned brands, including dealworthyTM — our new low-price line of essentials — and AudenTM, Cat & JackTM, GigglescapeTM, and up&upTM, with 11 of our owned brands exceeding $1 billion in annual sales;

- Expanded the selection of products available on our Target Plus digital marketplace;

- Launched our reimagined Target Circle loyalty program to deliver an easier and more personalized shopping and saving experience, including a free-to-join option and a paid membership for same-day delivery, as well as the integration of Target Circle Card (formerly RedCard);

- Continued to enhance our Roundel digital media products and services, including through a new self-service buying tool, Roundel Media Studio, and experiential events integrated with marketing activities;

- Invested in new artificial intelligence (AI) technology, including modernized AI-powered inventory management systems and Store Companion, an AI-powered chatbot designed to make team members' jobs easier and enhance the shopping experience;

- Opened 23 new stores, many of which are full-size stores, reflecting our large-format focus and stores as hubs strategy; and

- Fulfilled over 65 percent of our digital sales through our same-day fulfillment options (Order Pickup, Drive Up, and Same Day Delivery), which grew 7.7 percent compared to 2023, including double-digit percentage growth in both Same Day Delivery and Drive Up.

- Operating income of $5.6 billion was 2.5 percent lower than the 53-week prior-year period.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Adjustments | | | — | | | — | | | 0.03 | | | | | | | | |

*(a)*In 2024, we changed the presentation of revenue in our Consolidated Statements of Operations, consolidating the previous three-line format (Sales, Other Revenue, and Total Revenue) to a single line labeled "Net Sales", which reflects all revenues (formerly Total Revenue).

We believe this presentation better reflects our strategy, which includes growing capabilities and business offerings that leverage Target's assets and competitive strengths.

*(b)*Refer to [Note 3](#i307a88ddef5c484c92b92237508fdaed_187) to the Financial Statements for additional information about a reclassification of prior year amounts to conform with current year presentation.

*(a)*Reflects the impact of a reclassification of prior year amounts to conform with current year presentation.

Previously our gross margin rate was calculated based only on Merchandise Sales.

The calculation change aligns with our 2024 transition to a single-line revenue presentation on our Consolidated Statements of Operations, with prior period amounts updated to conform to the current year presentation.

We also updated prior period gross margin rates to conform to the current year calculations, which resulted in an approximate 1 percentage point increase in our gross margin rate for both 2023 and 2022.

TD Bank Group offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the Target MasterCard Credit Card (Target Credit Cards).

Additionally, we offer a branded proprietary Target Debit Card and Target Circle Card Reloadable Account.

Collectively, we refer to these products as Target Circle Cards.

Guests receive a 5 percent discount on virtually all purchases when they use a Target Circle Card at Target.

We monitor the percentage of purchases that are paid for using Target Circle Cards (Target Circle Card Penetration) because our internal analysis has indicated that a meaningful portion of incremental purchases on our Target Circle Cards are also incremental sales for Target.

For the years ended February 1, 2025, February 3, 2024, and January 28, 2023, total Target Circle Card Penetration was 17.8 percent, 18.6 percent, and 19.8 percent, respectively.

See the Customer Loyalty Programs section within [Item 1.

Business on](#i1a4a61d8929e4a469d9c7be27a4e256d_120241) [page 5](#i1a4a61d8929e4a469d9c7be27a4e256d_120241) for information about the rebranding of RedCards.

- lower book to physical inventory adjustments in 2024; and

- higher supply chain & digital fulfillment costs due to new supply chain facilities coming online and an increase in digital volume.

Our SG&A expense rate was 20.6 percent in 2024, compared with 20.0 percent in 2023, reflecting the net impact of cost increases across our business, including higher team member pay and benefits and higher general liability expenses, partially offset by the benefit of lower store remodel-related expenses.

The increase primarily reflects lower discrete tax benefits compared to the prior year.

Numerous countries, including certain jurisdictions in which we operate, have enacted legislation to implement the model rules of the Organization for Economic Cooperation and Development Pillar Two framework (Pillar Two), which is designed to ensure large multinational enterprises are subject to a 15 percent global minimum tax on income earned in each jurisdiction in which they operate.

As of [removed: February 1, 2025,] [added: January 31, 2026,] our exposure to market risk was primarily from interest rate changes on our debt obligations and short-term investments.

As of [removed: February 1, 2025,] [added: January 31, 2026,] our floating rate short-term investments exceeded our floating rate debt obligations by approximately [removed: $1.7] [added: $2.4] billion.

Based on our financial position as of [removed: February 1, 2025,] [added: January 31, 2026,] the annualized effect of a 1 percentage point increase in floating interest rates on our floating rate short-term investments, net of our floating rate debt obligations, would increase our earnings before income taxes by [removed: $17] [added: $24] million.

See further description of our debt and derivative instruments in Notes [removed: [15](#i307a88ddef5c484c92b92237508fdaed_247)] [added: [17](#i466860cf03e34840aa8781c0f8f59e72_262)] and [removed: [16](#i307a88ddef5c484c92b92237508fdaed_250)] [added: [18](#i466860cf03e34840aa8781c0f8f59e72_265)] to the Financial Statements.

Based on our balance sheet position as of [removed: February 1, 2025,] [added: January 31, 2026,] the annualized effect of a 1 percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before income taxes by [removed: $17] [added: $20] million.

A 1 percentage point decrease in the weighted average discount rate would increase annual expense by [removed: $33] [added: $38] million.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we had hedged [removed: 70] [added: 75] percent of the interest rate exposure of our plan liabilities.

As more fully described in [Note [removed: 22](#i307a88ddef5c484c92b92237508fdaed_271)] [added: 24](#i466860cf03e34840aa8781c0f8f59e72_286)] to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 37] [added: 40] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | INDEX | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 2 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

Our strategy continues to leverage stores as fulfillment hubs, with stores fulfilling more than [removed: 96] [added: 97] percent of total Merchandise Sales in each of the last three years, which provides convenience for our guests at a reduced fulfillment cost.

[Note [removed: 2](#i307a88ddef5c484c92b92237508fdaed_175)] [added: 2](#i466860cf03e34840aa8781c0f8f59e72_190)] to the Financial Statements provides more information.

| [removed: 2022 (52] [added: 2023 (53] weeks) | | | | | | [removed: 2023 (53] [added: 2024 (52] weeks) | | | | | | [removed: 2024] [added: 2025] (52 weeks) | | | | | |

| [removed: $109.1] [added: $107.4] | | | | | | [removed: $107.4] [added: $106.6] | | | | | | [removed: $106.6] [added: $104.8] | | | | | |

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

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[removed: ][added: ]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 3 | | |

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

For information on key financial highlights, see [Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i307a88ddef5c484c92b92237508fdaed_46)] [added: Operations](#i466860cf03e34840aa8781c0f8f59e72_52)] (MD&A).

A larger share of annual [removed: revenues] [added: net sales are] traditionally [removed: occurs in] [added: earned during] the fourth quarter because it includes the November and December holiday sales period.

The majority of our stores offer a wide assortment of general merchandise and [removed: food.][added: groceries.]

Most of our stores larger than 170,000 square feet offer a variety of general merchandise and a full line of [removed: food items] [added: groceries] comparable to traditional supermarkets.

Our digital channels include a wide merchandise [removed: and food] assortment, including many items found in our stores, along with a complementary assortment sold by Target and third [removed: parties.][added: parties through our Target Plus digital marketplace.]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

][added: (1).jpg](https://www.sec.gov/Archives/edgar/data/27419/000002741926000016/tgt-20260131_g15.jpg)]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 4 | | |

Approximately [removed: one-third] [added: thirty percent] of our Merchandise Sales come from our owned and exclusive brands, including, but not limited to, the brands listed below.

| Art Class™ | | | [removed: Good & Gather™] [added: Future Collective™] | | | Room Essentials™ | | |

| Auden™ | | | [removed: Goodfellow & Co™] [added: Gigglescape™] | | | Shade & Shore™ | | |

| [removed: Ava & Viv™] [added: Bullseye's Playground™] | | | Hearth & Hand™ with Magnolia | | | [removed: Smartly™] [added: Threshold™] | | |

| [removed: Colsie™] [added: dealworthy™] | | | Market Pantry™ | | | [removed: up & up™] | | |

| [removed: Favorite Day™] [added: Everspring™] | | | Open Story™ | | | | | |

| California Roots™ | | | [removed: Jingle & Mingle™] [added: SunPop™] | | | [removed: SunPop™] [added: Wine Cube™] | | |

We also sell merchandise through periodic exclusive design and creative partnerships, and shop-in-shop experiences, with partners such as Apple, [removed: Disney,] Levi's, and Ulta Beauty, and generate revenue from in-store amenities such as [removed: Starbucks, Target Café,] [added: Starbucks] and Target Optical.

We generate revenue through a variety of other sources, including Roundel, which provides advertising services to vendors and other third [removed: parties;] [added: parties, including marketplace sellers;] credit card profit sharing related to our Target Circle Card program; our third-party digital [removed: marketplace—Target] [added: marketplace, Target] Plus; membership fees; and others.

Customer Loyalty [removed: Programs][added: Program]

We [removed: also] seek to drive customer loyalty and trip frequency through our Target Circle™ [removed: program] [added: program,] which [removed: offers] [added: provides benefits to] guests [removed: instant discounts and Target Circle Rewards redeemable] [added: that vary depending] on [removed: future purchases.][added: their engagement with the program through one or more of the following offerings:]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 5 | | |

Vendors or third-party distributors ship certain food [added: and beverage] items and other merchandise directly to our stores.

Target’s strategy is grounded in our purpose to help all families discover the joy of everyday life and our ambition to be the most delightful experience in retail.

We differentiate through design, style, and value, and a curated multi-category assortment delivered across stores and digital channels.

Our strategy is centered on four priorities.

Lead with Merchandising Authority. Curating design-led, trend-right assortments that combine quality, newness, and value.

We focus on categories and brands where we can offer a distinctive and relevant experience for our guests.

Elevate the Guest Experience. Elevating the guest experience by making shopping easy, inspiring, and friendly.

Our stores remain central to this strategy as destination-worthy environments and fulfillment hubs, complemented by digital channels that support discovery, inspiration, and flexibility.

Accelerate Technology to Enable Our Team and Delight Our Guests. Advancing technology, data and operational capabilities that enable personalization, improve execution, and support scalable growth.

Strengthen Our Team and Communities. Developing a future-ready workforce through skills, leadership, and tools that amplify human performance.

We are also dedicated to working with communities and partners to make life better everywhere we do business, including continuation of our long history of financial giving and volunteering.

Through this strategy, we seek to strengthen relevance, deepen engagement, and deliver strong long-term financial performance.

| | | | BUSINESS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| | | | BUSINESS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| A New Day™ | | | Favorite Day™ | | | Original Use™ | | |

| All in Motion™ | | | Figmint™ | | | Pillowfort™ | | |

| Ava & Viv™ | | | Good & Gather™ | | | Sonia Kashuk™ | | |

| Boots & Barkley™ | | | Good Little Garden™ | | | Spritz™ | | |

| Brightroom™ | | | Goodfellow & Co™ | | | Sun Squad™ | | |

| Casaluna™ | | | Heyday™ | | | Universal Thread™ | | |

| Cat & Jack™ | | | Hyde & EEK! Boutique™ | | | up & up™ | | |

| Cloud Island™ | | | JoyLab™ | | | Wild Fable™ | | |

| Colsie™ | | | Kindfull™ | | | Wondershop™ | | |

| Embark™ | | | Mondo Llama™ | | | | | |

| Jingle & Mingle™ | | | The Collection™ | | | | | |

In 2025, we reached a mutual agreement with Ulta Beauty to terminate our commercial shop-in-shop operating agreement when it expires in August 2026.

Global Sourcing, Import Operations, and Tariffs

Our global sourcing operations operate from offices in 13 countries and support the design, development, and manufacturing of merchandise sold across our stores and digital channels, with a particular focus on owned brands.

These operations play critical roles in product quality and safety, cost management, and responsible sourcing practices.

Approximately one-half of the merchandise we offer is sourced from outside the United States, with China representing the largest country of origin for imported goods.

We serve as the importer of record for most owned and exclusive, and certain national brand merchandise.

As importer of record, we are responsible for customs compliance, including but not limited to, classification, import valuation, and payment of all applicable duties and fees.

We employ a range of tariff mitigation strategies, including supplier negotiations, sourcing diversification, and ongoing evaluation of assortment and pricing decisions.

We also utilize permitted customs valuation methods, including the first sale methodology, for certain qualifying direct imports.

We generally pay duties based on the price Target pays its vendors for the goods, and later seek refunds for qualifying transactions by filing first sale claims, a significant portion of which have processing and payment cycles that extend beyond one year.

| | | | BUSINESS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

- a free membership providing deals and bonuses including instant discounts and Target Circle Rewards offerings redeemable on future purchases;

- Target Circle Card1 offerings that provide a 5 percent discount on nearly all purchases, free standard and 2-day shipping on eligible items purchased through our digital channels, and extended returns; and/or

Target delivers on our purpose of helping all families discover the joy of everyday life through our curated, multi-category assortment, outstanding value, and a team that’s centered on care for each other, our guests, and communities.

Our stores, digital experience, fulfillment services, and loyalty ecosystem also play a critical role in differentiating Target and bringing our purpose to life.

Our strategy aims to expand Target’s relevancy in consumers’ lives and drive traffic, sales, and market share growth.

Core elements include:

- Delighting with newness, style, and value by strengthening our owned brands portfolio, curating leading national brands, and expanding the breadth and depth of signature partnerships.

- Delivering value by providing everyday low pricing and leveraging promotions and our loyalty ecosystem, Target Circle.

- Opening new stores, updating existing stores, and enhancing our digital experience to reach more consumers and provide a reliably convenient, easy, and inspiring shopping experience.

- Transforming our supply chain for increased efficiency, speed, capacity, and reliability across our network.

- Being a favorite discovery destination by making it easy for consumers to discover Target’s products and experiences across different channels and touchpoints, including our stores, our mobile app and website, and social platforms.

- Expanding our capabilities, such as our Roundel advertising and Target Plus third-party digital marketplace businesses, to leverage our assets and enhance the guest experience.

Our strategy defines how we’ll continue to differentiate Target, and we’ll seek to enable growth through:

- Our Team – A highly engaged and purpose-driven team.

- Consumer-Centricity – A deep understanding of consumers.

- Technology – A connected ecosystem of data, insights, and technology, including artificial intelligence.

- Efficiency – Simplifying work for our teams to make it easier to deliver a great guest experience.

- Sustainability – Resiliency in our business model.

| A New Day™ | | | Future Collective™ | | | Pillowfort™ | | |

| All in Motion™ | | | Gigglescape™ | | | Project 62™ | | |

| Boots & Barkley™ | | | Heyday™ | | | Smith & Hawken™ | | |

| Brightroom™ | | | Hyde & EEK! Boutique™ | | | Sonia Kashuk™ | | |

| Bullseye's Playground™ | | | JoyLab™ | | | Spritz™ | | |

| Casaluna™ | | | Kindfull™ | | | Sun Squad™ | | |

| Cat & Jack™ | | | Kona Sol™ | | | Threshold™ | | |

| Cloud Island™ | | | Made By Design™ | | | Universal Thread™ | | |

| dealworthy™ | | | Mondo Llama™ | | | Wild Fable™ | | |

| Embark™ | | | More Than Magic™ | | | Wondershop™ | | |

| Everspring™ | | | Opalhouse™ | | | Xhilaration™ | | |

| Figmint™ | | | Original Use™ | | | | | |

| Casa Cantina™ | | | Photograph™ | | | The Collection™ | | |

| Headliner™ | | | Rosé Bae™ | | | Wine Cube™ | | |

Our global sourcing operations, which operate from offices in 12 countries around the world, are an important component of our business strategy.

Our global sourcing team identifies, evaluates, and partners with suppliers and vendors from around the world to procure merchandise (most notably for our owned brands) and make it available to our guests through our stores and digital channels.

The global sourcing team is also integral to ensuring quality and value of products, management of product costs, and driving ethical business practices.

Our guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, Target Credit Card, Target MasterCard, or Target Circle Card Reloadable Account (collectively, Target Circle Cards).

In March 2024, we announced changes to Target Circle, including the integration of Target Circle Card™ (formerly RedCard) and the addition of a Target Circle 360™ paid membership option.

Among other benefits, Target Circle

360 members receive access to same-day delivery and our fastest available shipping option with no additional markup or fees.

We seek to be an employer of choice to attract and retain top talent no matter their objectives in seeking employment.

We are focused on making Target a destination for talent by creating a sense of belonging for our team members.

| A. Christina Hennington | | | Executive Vice President and Chief Strategy and Growth Officer since July 2024. Executive Vice President and Chief Growth Officer from February 2021 to July 2024. Executive Vice President and Chief Merchandising Officer, Hardlines, Essentials and Capabilities from January 2020 to February 2021. | | | 50 | | |

These proceedings were consolidated on July 24, 2025.

On November 14, 2025, the United States District Court for the Middle District of Florida transferred these proceedings to the United States District Court for the District of Minnesota.

As previously disclosed in Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, on November 15, 2024, the United States District Court for the District of Minnesota dismissed the purported federal securities law class action against Target Corporation and certain of its officers relating to certain prior disclosures of Target about its business model, strategy, and inventory.

This proceeding was previously described in Target's Annual Report on Form 10-K for the year ended February 3, 2024, and Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2023.

For the fiscal year ended [removed: February 1, 2025][added: January 31, 2026]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of August [removed: 2, 2024,] [added: 1, 2025,] was [removed: $64,152,450,257] [added: $45,284,343,058] based on the closing price of [removed: $139.17] [added: $99.77] per share of common stock as reported on the New York Stock Exchange.

Total shares of common stock, par value $0.0833, outstanding as of March [removed: 5, 2025,] [added: 4, 2026,] were [removed: 455,576,464.][added: 452,855,589.]

Portions of Target's Proxy Statement for the [added: 2026] Annual Meeting of Shareholders [removed: to be held on June 11, 2025,] are incorporated into Part III.

| | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| [Item [removed: 1](#i307a88ddef5c484c92b92237508fdaed_13)] [added: 1](#i466860cf03e34840aa8781c0f8f59e72_13)] | | | | | | [removed: [Business](#i307a88ddef5c484c92b92237508fdaed_13)] [added: [Business](#i466860cf03e34840aa8781c0f8f59e72_13)] | | | [removed: [2](#i307a88ddef5c484c92b92237508fdaed_13)] [added: [2](#i466860cf03e34840aa8781c0f8f59e72_13)] | | |

| [Item [removed: 1A](#i307a88ddef5c484c92b92237508fdaed_16)] [added: 1A](#i466860cf03e34840aa8781c0f8f59e72_22)] | | | | | | [Risk [removed: Factors](#i307a88ddef5c484c92b92237508fdaed_16)] [added: Factors](#i466860cf03e34840aa8781c0f8f59e72_22)] | | | [removed: [9](#i307a88ddef5c484c92b92237508fdaed_16)] [added: [9](#i466860cf03e34840aa8781c0f8f59e72_22)] | | |

| [Item [removed: 1B](#i307a88ddef5c484c92b92237508fdaed_19)] [added: 1B](#i466860cf03e34840aa8781c0f8f59e72_25)] | | | | | | [Unresolved Staff [removed: Comments](#i307a88ddef5c484c92b92237508fdaed_19)] [added: Comments](#i466860cf03e34840aa8781c0f8f59e72_25)] | | | [removed: [18](#i307a88ddef5c484c92b92237508fdaed_19)] [added: [20](#i466860cf03e34840aa8781c0f8f59e72_25)] | | |

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| [Item [removed: 2](#i307a88ddef5c484c92b92237508fdaed_25)] [added: 2](#i466860cf03e34840aa8781c0f8f59e72_31)] | | | | | | [removed: [Properties](#i307a88ddef5c484c92b92237508fdaed_25)] [added: [Properties](#i466860cf03e34840aa8781c0f8f59e72_31)] | | | [removed: [21](#i307a88ddef5c484c92b92237508fdaed_25)] [added: [23](#i466860cf03e34840aa8781c0f8f59e72_31)] | | |

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| [Item [removed: 15](#i307a88ddef5c484c92b92237508fdaed_313)] [added: 15](#i466860cf03e34840aa8781c0f8f59e72_340)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i307a88ddef5c484c92b92237508fdaed_313)] [added: Schedules](#i466860cf03e34840aa8781c0f8f59e72_340)] | | | [removed: [71](#i307a88ddef5c484c92b92237508fdaed_313)] [added: [75](#i466860cf03e34840aa8781c0f8f59e72_340)] | | |

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| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | 1 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| [PART I](#i466860cf03e34840aa8781c0f8f59e72_10) | | | | | | | | | | | |

| [PART II](#i466860cf03e34840aa8781c0f8f59e72_43) | | | | | | | | | | | |

| [PART III](#i466860cf03e34840aa8781c0f8f59e72_319) | | | | | | | | | | | |

| [PART IV](#i466860cf03e34840aa8781c0f8f59e72_337) | | | | | | | | | | | |

| [SIGNATURES](#i466860cf03e34840aa8781c0f8f59e72_349) | | | | | | | | | [80](#i466860cf03e34840aa8781c0f8f59e72_349) | | |

| [PART I](#i307a88ddef5c484c92b92237508fdaed_10) | | | | | | | | | | | |

| [PART II](#i307a88ddef5c484c92b92237508fdaed_37) | | | | | | | | | | | |

| [PART III](#i307a88ddef5c484c92b92237508fdaed_292) | | | | | | | | | | | |

| [PART IV](#i307a88ddef5c484c92b92237508fdaed_310) | | | | | | | | | | | |

| [SIGNATURES](#i307a88ddef5c484c92b92237508fdaed_322) | | | | | | | | | [75](#i307a88ddef5c484c92b92237508fdaed_322) | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 18] [added: 20] | | |

| | | | CYBERSECURITY | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| Management | | | Our Chief Information and Product Officer, Chief Information Security Officer, [removed: Chief Legal & Compliance Officer, Chief Corporate Affairs Officer,] and other senior members of our cybersecurity, risk, and compliance and ethics teams are responsible for identifying, assessing, and managing risks related to these topics, and reporting to the Audit & Risk Committee and/or the full Board of Directors | | |

Our Chief Information Security Officer has a strong background in technology, information security, cybersecurity, [removed: risk management, audit, and compliance] [added: threat intelligence, incident response, data protection, compliance,] and [removed: held executive roles in information security prior to joining Target.][added: risk management.]

[removed: He] [added: She champions a strong security culture both internally and externally and] contributes to the broader cybersecurity community by serving in several [removed: board and] advisory roles and promoting [added: industry] collaboration, [removed: best practice] [added: best-practice] sharing, and talent development.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 19] [added: 21] | | |

| | | | CYBERSECURITY | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

- Investment, training, and development of our cybersecurity and data privacy teams. We invest in building and developing cybersecurity talent and engineering [removed: expertise] [added: expertise, using both] in-house [added: and external resources] rather than relying solely on third-party providers.

Our [added: cybersecurity and] data privacy team [removed: has] [added: members hold] industry certifications, [removed: works to understand changing technologies that impact consumer privacy,] [added: stay current on emerging technologies,] and regularly [removed: participates] [added: participate] in training and conferences.

- Regular training and compliance activities for our team members. Our team members receive annual [added: mandatory] training on information security, cybersecurity, and data privacy topics to understand the behaviors and technical requirements necessary to protect company and guest information, and appropriately collect, use, and share personal information.

See “Information Security, Cybersecurity, and Data Privacy Risks” in [Part I, Item [removed: 1A](#i307a88ddef5c484c92b92237508fdaed_16),] [added: 1A](#i466860cf03e34840aa8781c0f8f59e72_22),] Risk Factors for additional information regarding risks from cybersecurity threats.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 20] [added: 22] | | |

| | | | PROPERTIES | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

Our training model combines internal subject matter expertise with curated external resources.

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

Our Chief Legal & Compliance Officer and Chief Corporate Affairs Officer have extensive experience, and have developed critical knowledge and skills, in the areas of risk oversight and compliance, including as such areas relate to cybersecurity.

We also offer in-house training and educational courses through our Cyber Plus Institute, which is a security training curriculum leveraging internal subject matter expertise along with curated resources.

| Stores as of [removed: February 1, 2025] [added: January 31, 2026] | | | Stores | | | Retail Square Feet (in thousands) | | | | | | Stores as of [removed: February 1, 2025] [added: January 31, 2026] | | | Stores | | | Retail Square Feet (in thousands) | | |

| Alaska | | | 3 | | | 504 | | | | | | Nebraska | | | [removed: 14] [added: 15] | | | [removed: 2,015] [added: 2,163] | | |

| Arizona | | | [removed: 46] [added: 48] | | | [removed: 6,080] [added: 6,377] | | | | | | Nevada | | | 18 | | | 2,262 | | |

| District of Columbia | | | [removed: 5] [added: 4] | | | [removed: 342] [added: 317] | | | | | | North Dakota | | | 4 | | | 594 | | |

| Florida | | | [removed: 132] [added: 135] | | | [removed: 17,694] [added: 18,129] | | | | | | Ohio | | | 65 | | | 7,865 | | |

| Idaho | | | 7 | | | 725 | | | | | | Pennsylvania | | | [removed: 78] [added: 79] | | | [removed: 9,317] [added: 9,438] | | |

| Indiana | | | 32 | | | 4,186 | | | | | | South Carolina | | | [removed: 21] [added: 22] | | | [removed: 2,537] [added: 2,686] | | |

| Kentucky | | | 14 | | | 1,575 | | | | | | Texas | | | [removed: 157] [added: 159] | | | [removed: 21,580] [added: 21,875] | | |

| Maryland | | | 40 | | | 5,055 | | | | | | Virginia | | | [removed: 60] [added: 61] | | | [removed: 7,763] [added: 7,912] | | |

| Stores and Supply Chain Facilities as of [removed: February 1, 2025] [added: January 31, 2026] | | | Stores | | | Supply Chain Facilities *(a)* | | |

| Owned buildings on leased land | | | [removed: 160] [added: 161] | | | 2 | | |

*(a)*Supply Chain Facilities includes distribution centers, sortation centers, and other facilities with a total of [removed: 68.5] [added: 72.9] million square feet.

For additional information on our properties, see the [Capital [removed: Expenditures](#i307a88ddef5c484c92b92237508fdaed_97)] [added: Expenditures](#i466860cf03e34840aa8781c0f8f59e72_112)] section in MD&A and Notes [removed: [10](#i307a88ddef5c484c92b92237508fdaed_229)] [added: [12](#i466860cf03e34840aa8781c0f8f59e72_244)] and [removed: [17](#i307a88ddef5c484c92b92237508fdaed_253)] [added: [19](#i466860cf03e34840aa8781c0f8f59e72_268)] to the Consolidated Financial Statements.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 21] [added: 23] | | |

| | | | LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| California | | | 321 | | | 38,067 | | | | | | New Jersey | | | 53 | | | 6,542 | | |

| Connecticut | | | 24 | | | 3,067 | | | | | | New York | | | 108 | | | 11,285 | | |

| | | | | | | | | | | | | Total | | | 1,995 | | | 250,518 | | |

| Owned | | | 1,546 | | | 41 | | |

| Leased | | | 288 | | | 27 | | |

| Total | | | 1,995 | | | 70 | | |

| California | | | 318 | | | 37,707 | | | | | | New Jersey | | | 52 | | | 6,467 | | |

| Connecticut | | | 22 | | | 2,872 | | | | | | New York | | | 107 | | | 11,244 | | |

| | | | | | | | | | | | | Total | | | 1,978 | | | 248,278 | | |

| Owned | | | 1,538 | | | 39 | | |

| Leased | | | 280 | | | 25 | | |

| Total | | | 1,978 | | | 66 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 22] [added: 24] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

As of March [removed: 5, 2025,] [added: 4, 2026,] there were [removed: 12,240] [added: 11,675] shareholders of record.

Dividends declared per share for [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] are disclosed in our [Consolidated Statements of Shareholders' [removed: Investment](#i307a88ddef5c484c92b92237508fdaed_160).][added: Investment](#i466860cf03e34840aa8781c0f8f59e72_178).]

Under the program, we have repurchased [removed: 31.0] [added: 34.8] million shares of common stock for a total investment of [removed: $6.3] [added: $6.7] billion.

[removed: The table below presents information with respect to] [added: There were no] Target common stock purchases made during the three months ended [removed: February 1, 2025] [added: January 31, 2026,] by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 23] [added: 25] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

[removed: ][added: ]

| | | | [removed: February 1, 2020 | | |] January 30, 2021 | | | January 29, 2022 | | | January 28, 2023 | | | February 3, 2024 | | | February 1, 2025 | | | [added: January 31, 2026 | | |]

The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with (i) the cumulative total return on the S&P 500 Index and (ii) the peer group consisting of [removed: 20] [added: 19] online, general merchandise, department stores, food, and specialty retailers (Albertsons Companies, Inc., Amazon.com, Inc., Best Buy Co., Inc., BJ's Wholesale Club Holdings, Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The Gap, Inc., The Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Nordstrom, Inc., [removed: Rite Aid Corporation,] Ross Stores, Inc., The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) (Previous Peer Group), and (iii) a new peer group consisting of the companies in the Previous Peer Group, but excluding [removed: Rite Aid Corporation, which filed for bankruptcy protection] [added: Nordstrom, Inc.] and [removed: is] [added: Walgreens Boots Alliance, Inc., which are] no longer publicly traded (Current Peer Group).

The Current Peer Group is consistent with the retail peer group described in our definitive Proxy Statement for the [added: 2026] Annual Meeting of [removed: Shareholders to be held on June 11, 2025,] [added: Shareholders,] excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.

The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and each Peer Group on [removed: February 1, 2020,] [added: January 30, 2021,] and reinvestment of all dividends.

As of January 31, 2026, the dollar value of shares that may yet be purchased under the program is $8.3 billion.

| Target | | | $ | 100.00 | | $ | 121.80 | | $ | 96.28 | | $ | 85.82 | | $ | 83.76 | | $ | 66.89 | |

| S&P 500 Index | | | 100.00 | | | 121.00 | | | 112.98 | | | 139.92 | | | 172.78 | | | 201.03 | | |

| Current Peer Group | | | 100.00 | | | 104.93 | | | 89.38 | | | 122.82 | | | 167.53 | | | 176.65 | | |

| Previous Peer Group | | | 100.00 | | | 104.84 | | | 89.19 | | | 121.71 | | | 165.42 | | | 174.45 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Share Repurchase Activity | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | | | Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs | | | | | |

| Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 3, 2024 through November 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 2,080,275 | | | | | | $ | 138.79 | | | | | 2,080,275 | | | | | | $ | 8,882,754,044 | | | | |

| December 1, 2024 through January 4, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 1,617,209 | | | | | | 134.24 | | | | | | 1,617,209 | | | | | | 8,665,663,899 | | | | | |

| January 5, 2025 through February 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | — | | | | | | — | | | | | | — | | | | | | 8,665,663,899 | | | | | |

| Total | | | 3,697,484 | | | | | | $ | 136.80 | | | | | 3,697,484 | | | | | | $ | 8,665,663,899 | | | | |

| Target | | | $ | 100.00 | | $ | 166.91 | | $ | 203.29 | | $ | 160.71 | | $ | 143.24 | | $ | 139.81 | |

| S&P 500 Index | | | 100.00 | | | 117.25 | | | 141.87 | | | 132.47 | | | 164.06 | | | 202.59 | | |

| Current Peer Group | | | 100.00 | | | 138.80 | | | 145.52 | | | 123.79 | | | 168.93 | | | 229.60 | | |

| Previous Peer Group | | | 100.00 | | | 138.82 | | | 145.50 | | | 123.76 | | | 168.88 | | | 229.53 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 24] [added: 26] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| [Reports [removed: of](#i307a88ddef5c484c92b92237508fdaed_130) [Management and](#i307a88ddef5c484c92b92237508fdaed_130) [Independent] [added: of Management and Independent] Registered Public Accounting [removed: Firm](#i307a88ddef5c484c92b92237508fdaed_130)] [added: Firm](#i466860cf03e34840aa8781c0f8f59e72_145)] | | | | | | | | | [removed: [39](#i307a88ddef5c484c92b92237508fdaed_130)] [added: [42](#i466860cf03e34840aa8781c0f8f59e72_145)] | | |

| [Consolidated Statements of [removed: Operations](#i307a88ddef5c484c92b92237508fdaed_133)] [added: Operations](#i466860cf03e34840aa8781c0f8f59e72_148)] | | | | | | | | | [removed: [42](#i307a88ddef5c484c92b92237508fdaed_133)] [added: [45](#i466860cf03e34840aa8781c0f8f59e72_148)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i307a88ddef5c484c92b92237508fdaed_151)] [added: Income](#i466860cf03e34840aa8781c0f8f59e72_169)] | | | | | | | | | [removed: [43](#i307a88ddef5c484c92b92237508fdaed_151)] [added: [46](#i466860cf03e34840aa8781c0f8f59e72_169)] | | |

| [Consolidated Statements of Financial [removed: Position](#i307a88ddef5c484c92b92237508fdaed_154)] [added: Position](#i466860cf03e34840aa8781c0f8f59e72_172)] | | | | | | | | | [removed: [44](#i307a88ddef5c484c92b92237508fdaed_154)] [added: [47](#i466860cf03e34840aa8781c0f8f59e72_172)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i307a88ddef5c484c92b92237508fdaed_157)] [added: Flows](#i466860cf03e34840aa8781c0f8f59e72_175)] | | | | | | | | | [removed: [45](#i307a88ddef5c484c92b92237508fdaed_157)] [added: [48](#i466860cf03e34840aa8781c0f8f59e72_175)] | | |

| [Consolidated Statements of Shareholders' [removed: Investment](#i307a88ddef5c484c92b92237508fdaed_160)] [added: Investment](#i466860cf03e34840aa8781c0f8f59e72_178)] | | | | | | | | | [removed: [46](#i307a88ddef5c484c92b92237508fdaed_160)] [added: [49](#i466860cf03e34840aa8781c0f8f59e72_178)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_163)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_181)] | | | | | | | | | [removed: [47](#i307a88ddef5c484c92b92237508fdaed_163)] [added: [50](#i466860cf03e34840aa8781c0f8f59e72_181)] | | |

| [Note [removed: 1](#i307a88ddef5c484c92b92237508fdaed_166)] [added: 1](#i466860cf03e34840aa8781c0f8f59e72_184)] | | | | | | [Summary of Accounting [removed: Policies](#i307a88ddef5c484c92b92237508fdaed_166)] [added: Policies](#i466860cf03e34840aa8781c0f8f59e72_184)] | | | [removed: [47](#i307a88ddef5c484c92b92237508fdaed_166)] [added: [50](#i466860cf03e34840aa8781c0f8f59e72_184)] | | |

| [Note [removed: 3](#i307a88ddef5c484c92b92237508fdaed_187)] [added: 3](#i466860cf03e34840aa8781c0f8f59e72_205)] | | | | | | [Cost of Sales and Selling, General, and Administrative [removed: Expenses](#i307a88ddef5c484c92b92237508fdaed_187)] [added: Expenses](#i466860cf03e34840aa8781c0f8f59e72_205)] | | | [removed: [49](#i307a88ddef5c484c92b92237508fdaed_187)] [added: [52](#i466860cf03e34840aa8781c0f8f59e72_205)] | | |

| [Note [removed: 4](#i307a88ddef5c484c92b92237508fdaed_211)] [added: 4](#i466860cf03e34840aa8781c0f8f59e72_226)] | | | | | | [Consideration Received from [removed: Vendors](#i307a88ddef5c484c92b92237508fdaed_211)] [added: Vendors](#i466860cf03e34840aa8781c0f8f59e72_226)] | | | [removed: [50](#i307a88ddef5c484c92b92237508fdaed_211)] [added: [53](#i466860cf03e34840aa8781c0f8f59e72_226)] | | |

| [Note [removed: 5](#i307a88ddef5c484c92b92237508fdaed_214)] [added: 5](#i466860cf03e34840aa8781c0f8f59e72_229)] | | | | | | [Advertising [removed: Costs](#i307a88ddef5c484c92b92237508fdaed_214)] [added: Costs](#i466860cf03e34840aa8781c0f8f59e72_229)] | | | [removed: [50](#i307a88ddef5c484c92b92237508fdaed_214)] [added: [53](#i466860cf03e34840aa8781c0f8f59e72_229)] | | |

| [Note [removed: 6](#i307a88ddef5c484c92b92237508fdaed_217)] [added: 8](#i466860cf03e34840aa8781c0f8f59e72_232)] | | | | | | [Fair Value [removed: Measurements](#i307a88ddef5c484c92b92237508fdaed_217)] [added: Measurements](#i466860cf03e34840aa8781c0f8f59e72_232)] | | | [removed: [50](#i307a88ddef5c484c92b92237508fdaed_217)] [added: [54](#i466860cf03e34840aa8781c0f8f59e72_232)] | | |

| [Note [removed: 7](#i307a88ddef5c484c92b92237508fdaed_220)] [added: 9](#i466860cf03e34840aa8781c0f8f59e72_235)] | | | | | | [Cash and Cash [removed: Equivalents](#i307a88ddef5c484c92b92237508fdaed_220)] [added: Equivalents](#i466860cf03e34840aa8781c0f8f59e72_235)] | | | [removed: [51](#i307a88ddef5c484c92b92237508fdaed_220)] [added: [54](#i466860cf03e34840aa8781c0f8f59e72_235)] | | |

| [Note [removed: 9](#i307a88ddef5c484c92b92237508fdaed_226)] [added: 11](#i466860cf03e34840aa8781c0f8f59e72_241)] | | | | | | [Other Current [removed: Assets](#i307a88ddef5c484c92b92237508fdaed_226)] [added: Assets](#i466860cf03e34840aa8781c0f8f59e72_241)] | | | [removed: [52](#i307a88ddef5c484c92b92237508fdaed_226)] [added: [55](#i466860cf03e34840aa8781c0f8f59e72_241)] | | |

| [Note [removed: 10](#i307a88ddef5c484c92b92237508fdaed_229)] [added: 12](#i466860cf03e34840aa8781c0f8f59e72_244)] | | | | | | [Property and [removed: Equipment](#i307a88ddef5c484c92b92237508fdaed_229)] [added: Equipment](#i466860cf03e34840aa8781c0f8f59e72_244)] | | | [removed: [52](#i307a88ddef5c484c92b92237508fdaed_229)] [added: [55](#i466860cf03e34840aa8781c0f8f59e72_244)] | | |

| [Note [removed: 11](#i307a88ddef5c484c92b92237508fdaed_235)] [added: 13](#i466860cf03e34840aa8781c0f8f59e72_250)] | | | | | | [Other Noncurrent [removed: Assets](#i307a88ddef5c484c92b92237508fdaed_235)] [added: Assets](#i466860cf03e34840aa8781c0f8f59e72_250)] | | | [removed: [52](#i307a88ddef5c484c92b92237508fdaed_235)] [added: [56](#i466860cf03e34840aa8781c0f8f59e72_250)] | | |

| [Note [removed: 12](#i307a88ddef5c484c92b92237508fdaed_238)] [added: 14](#i466860cf03e34840aa8781c0f8f59e72_253)] | | | | | | [Supplier Finance [removed: Programs](#i307a88ddef5c484c92b92237508fdaed_238)] [added: Programs](#i466860cf03e34840aa8781c0f8f59e72_253)] | | | [removed: [53](#i307a88ddef5c484c92b92237508fdaed_238)] [added: [56](#i466860cf03e34840aa8781c0f8f59e72_253)] | | |

| [Note [removed: 13](#i307a88ddef5c484c92b92237508fdaed_241)] [added: 15](#i466860cf03e34840aa8781c0f8f59e72_256)] | | | | | | [Accrued and Other Current [removed: Liabilities](#i307a88ddef5c484c92b92237508fdaed_241)] [added: Liabilities](#i466860cf03e34840aa8781c0f8f59e72_256)] | | | [removed: [53](#i307a88ddef5c484c92b92237508fdaed_241)] [added: [57](#i466860cf03e34840aa8781c0f8f59e72_256)] | | |

| [Note [removed: 14](#i307a88ddef5c484c92b92237508fdaed_244)] [added: 16](#i466860cf03e34840aa8781c0f8f59e72_259)] | | | | | | [Commitments and [removed: Contingencies](#i307a88ddef5c484c92b92237508fdaed_244)] [added: Contingencies](#i466860cf03e34840aa8781c0f8f59e72_259)] | | | [removed: [54](#i307a88ddef5c484c92b92237508fdaed_244)] [added: [57](#i466860cf03e34840aa8781c0f8f59e72_259)] | | |

| [Note [removed: 15](#i307a88ddef5c484c92b92237508fdaed_247)] [added: 17](#i466860cf03e34840aa8781c0f8f59e72_262)] | | | | | | [Commercial Paper and Long-Term [removed: Debt](#i307a88ddef5c484c92b92237508fdaed_247)] [added: Debt](#i466860cf03e34840aa8781c0f8f59e72_262)] | | | [removed: [55](#i307a88ddef5c484c92b92237508fdaed_247)] [added: [58](#i466860cf03e34840aa8781c0f8f59e72_262)] | | |

| [Note [removed: 16](#i307a88ddef5c484c92b92237508fdaed_250)] [added: 18](#i466860cf03e34840aa8781c0f8f59e72_265)] | | | | | | [Derivative Financial [removed: Instruments](#i307a88ddef5c484c92b92237508fdaed_250)] [added: Instruments](#i466860cf03e34840aa8781c0f8f59e72_265)] | | | [removed: [55](#i307a88ddef5c484c92b92237508fdaed_250)] [added: [58](#i466860cf03e34840aa8781c0f8f59e72_265)] | | |

| [Note [removed: 18](#i307a88ddef5c484c92b92237508fdaed_256)] [added: 20](#i466860cf03e34840aa8781c0f8f59e72_2964)] | | | | | | [Income [removed: Taxes](#i307a88ddef5c484c92b92237508fdaed_256)] [added: Taxes](#i466860cf03e34840aa8781c0f8f59e72_2964)] | | | [removed: [59](#i307a88ddef5c484c92b92237508fdaed_256)] [added: [62](#i466860cf03e34840aa8781c0f8f59e72_2964)] | | |

| [Note [removed: 19](#i307a88ddef5c484c92b92237508fdaed_262)] [added: 21](#i466860cf03e34840aa8781c0f8f59e72_277)] | | | | | | [Other Noncurrent [removed: Liabilities](#i307a88ddef5c484c92b92237508fdaed_262)] [added: Liabilities](#i466860cf03e34840aa8781c0f8f59e72_277)] | | | [removed: [61](#i307a88ddef5c484c92b92237508fdaed_262)] [added: [65](#i466860cf03e34840aa8781c0f8f59e72_277)] | | |

| [Note [removed: 20](#i307a88ddef5c484c92b92237508fdaed_265)] [added: 22](#i466860cf03e34840aa8781c0f8f59e72_280)] | | | | | | [Share [removed: Repurchase](#i307a88ddef5c484c92b92237508fdaed_265)] [added: Repurchase](#i466860cf03e34840aa8781c0f8f59e72_280)] | | | [removed: [61](#i307a88ddef5c484c92b92237508fdaed_265)] [added: [65](#i466860cf03e34840aa8781c0f8f59e72_280)] | | |

| [Note [removed: 21](#i307a88ddef5c484c92b92237508fdaed_268)] [added: 23](#i466860cf03e34840aa8781c0f8f59e72_283)] | | | | | | [Share-Based [removed: Compensation](#i307a88ddef5c484c92b92237508fdaed_268)] [added: Compensation](#i466860cf03e34840aa8781c0f8f59e72_283)] | | | [removed: [61](#i307a88ddef5c484c92b92237508fdaed_268)] [added: [65](#i466860cf03e34840aa8781c0f8f59e72_283)] | | |

| [Note [removed: 22](#i307a88ddef5c484c92b92237508fdaed_271)] [added: 24](#i466860cf03e34840aa8781c0f8f59e72_286)] | | | | | | [Defined Contribution [removed: Plans](#i307a88ddef5c484c92b92237508fdaed_271)] [added: Plans](#i466860cf03e34840aa8781c0f8f59e72_286)] | | | [removed: [63](#i307a88ddef5c484c92b92237508fdaed_271)] [added: [67](#i466860cf03e34840aa8781c0f8f59e72_286)] | | |

| [Note [removed: 23](#i307a88ddef5c484c92b92237508fdaed_274)] [added: 25](#i466860cf03e34840aa8781c0f8f59e72_289)] | | | | | | [Pension [removed: Plans](#i307a88ddef5c484c92b92237508fdaed_274)] [added: Plans](#i466860cf03e34840aa8781c0f8f59e72_289)] | | | [removed: [63](#i307a88ddef5c484c92b92237508fdaed_274)] [added: [67](#i466860cf03e34840aa8781c0f8f59e72_289)] | | |

| [Note [removed: 24](#i307a88ddef5c484c92b92237508fdaed_277)] [added: 26](#i466860cf03e34840aa8781c0f8f59e72_292)] | | | | | | [Accumulated Other Comprehensive [removed: Loss](#i307a88ddef5c484c92b92237508fdaed_277)] [added: Loss](#i466860cf03e34840aa8781c0f8f59e72_292)] | | | [removed: [67](#i307a88ddef5c484c92b92237508fdaed_277)] [added: [71](#i466860cf03e34840aa8781c0f8f59e72_292)] | | |

| [Note [removed: 25](#i307a88ddef5c484c92b92237508fdaed_196)] [added: 27](#i466860cf03e34840aa8781c0f8f59e72_1099511630484)] | | | | | | [Segment [removed: Reporting](#i307a88ddef5c484c92b92237508fdaed_196)] [added: Reporting](#i466860cf03e34840aa8781c0f8f59e72_1099511630484)] | | | [removed: [68](#i307a88ddef5c484c92b92237508fdaed_196)] [added: [72](#i466860cf03e34840aa8781c0f8f59e72_1099511630484)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 38] [added: 41] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | REPORTS | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| [removed: Brian C. Cornell Chair of the Board and] [added: Michael J. Fiddelke] Chief Executive Officer March [removed: 12, 2025] [added: 11, 2026] | | | | | | Jim Lee Executive Vice President and Chief Financial Officer | | |

We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] the related consolidated statements of operations, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 12, 2025] [added: 11, 2026] expressed an unqualified opinion thereon.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 39] [added: 42] | | |

| *Description of the Matter* | | | At [removed: February 1, 2025,] [added: January 31, 2026,] the Corporation’s vendor income receivable totaled [removed: $543] [added: $542] million. As discussed in Note 4 of the consolidated financial statements, the Corporation receives consideration for a variety of vendor-sponsored programs, which are primarily recorded as a reduction of cost of sales when earned. The Corporation records a receivable for amounts earned but not yet received. | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 40] [added: 43] | | |

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] based on the framework in *Internal Control—Integrated Framework (2013)*, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

| [Note 2](#i466860cf03e34840aa8781c0f8f59e72_190) | | | | | | [Net Sales](#i466860cf03e34840aa8781c0f8f59e72_190) | | | [51](#i466860cf03e34840aa8781c0f8f59e72_190) | | |

| [Note 6](#i466860cf03e34840aa8781c0f8f59e72_2591) | | | | | | [Interchange Fee Settlements](#i466860cf03e34840aa8781c0f8f59e72_2591) | | | [53](#i466860cf03e34840aa8781c0f8f59e72_2591) | | |

| [Note 7](#i466860cf03e34840aa8781c0f8f59e72_2598) | | | | | | [Business Transformation Costs](#i466860cf03e34840aa8781c0f8f59e72_2598) | | | [53](#i466860cf03e34840aa8781c0f8f59e72_2598) | | |

| [Note 10](#i466860cf03e34840aa8781c0f8f59e72_238) | | | | | | [Inventory](#i466860cf03e34840aa8781c0f8f59e72_238) | | | [55](#i466860cf03e34840aa8781c0f8f59e72_238) | | |

| [Note 19](#i466860cf03e34840aa8781c0f8f59e72_268) | | | | | | [Leases](#i466860cf03e34840aa8781c0f8f59e72_268) | | | [59](#i466860cf03e34840aa8781c0f8f59e72_268) | | |

| [Note 28](#i466860cf03e34840aa8781c0f8f59e72_3057) | | | | | | [Subsequent Event](#i466860cf03e34840aa8781c0f8f59e72_3057) | | | [72](#i466860cf03e34840aa8781c0f8f59e72_3057) | | |

| /s/ Michael J. Fiddelke | | | | | | /s/ Jim Lee | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

March 11, 2026

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| /s/ Michael J. Fiddelke | | | | | | /s/ Jim Lee | | |

| Michael J. Fiddelke Chief Executive Officer March 11, 2026 | | | | | | Jim Lee Executive Vice President and Chief Financial Officer | | |

March 11, 2026

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2025 and 2024.

See accompanying [Notes to Consolidated Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_181).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

See accompanying [Notes to Consolidated Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_181).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| Net earnings | | | $ | 3,705 | | $ | 4,091 | | $ | 4,138 | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2025 and 2024.

See accompanying [Notes to Consolidated Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_181).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| Dividends declared, $4.54 per share | | | — | | | — | | | — | | | (2,095) | | | — | | | (2,095) | | |

| Repurchase of stock | | | (3.8) | | | — | | | — | | | (403) | | | — | | | (403) | | |

| January 31, 2026 | | | 452.8 | | | $ | 38 | | $ | 7,247 | | $ | 9,297 | | $ | (417) | | $ | 16,165 | |

See accompanying [Notes to Consolidated Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_181).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| Net sales | | | $ | 104,780 | | $ | 106,566 | | $ | 107,412 | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i466860cf03e34840aa8781c0f8f59e72_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#i466860cf03e34840aa8781c0f8f59e72_139) | | |

| [Note 2](#i307a88ddef5c484c92b92237508fdaed_175) | | | | | | [Net](#i307a88ddef5c484c92b92237508fdaed_175) [S](#i307a88ddef5c484c92b92237508fdaed_175)[ales](#i307a88ddef5c484c92b92237508fdaed_175) | | | [48](#i307a88ddef5c484c92b92237508fdaed_175) | | |

| [Note 8](#i307a88ddef5c484c92b92237508fdaed_223) | | | | | | [Inventory](#i307a88ddef5c484c92b92237508fdaed_223) | | | [51](#i307a88ddef5c484c92b92237508fdaed_223) | | |

| [Note 17](#i307a88ddef5c484c92b92237508fdaed_253) | | | | | | [Leases](#i307a88ddef5c484c92b92237508fdaed_253) | | | [56](#i307a88ddef5c484c92b92237508fdaed_253) | | |

| /s/ Brian C. Cornell | | | | | | /s/ Jim Lee | | |

March 12, 2025

| Proceeds from disposal of property and equipment | | | 3 | | | 24 | | | 8 | | |

| Stock option exercises | | | — | | | — | | | 4 | | |

| Income taxes paid | | | 1,055 | | | 374 | | | 213 | | |

| January 29, 2022 | | | 471.3 | | | $ | 39 | | $ | 6,421 | | $ | 6,920 | | $ | (553) | | $ | 12,827 | |

| Dividends declared | | | — | | | — | | | — | | | (1,931) | | | — | | | (1,931) | | |

| Repurchase of stock | | | (12.5) | | | (1) | | | 119 | | | (2,764) | | | — | | | (2,646) | | |

We declared $4.46, $4.38, and $4.14 dividends per share for the twelve months ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

Guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, Target Credit Card, Target MasterCard or Target Circle Card Reloadable Account (collectively, Target Circle Cards).

Target Circle program members earn Target Circle Rewards on various transactions.

As of February 1, 2025, and February 3, 2024, deferred revenue of $19 million and $117 million, respectively, related to our Target Circle program was included in Accrued and Other Current Liabilities.

In 2024, we reclassified certain expenses related to our advertising and third-party digital marketplace business offerings to conform to the current year presentation.

The reclassifications increased Cost of Sales by $92 million and $77 million for 2023 and 2022, respectively, with equal and offsetting decreases to SG&A Expenses.

These reclassifications had no impact on Net Sales, Operating Income, Net Earnings, or Earnings Per Share.

6.

*(b)*The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2.

7.

| Due 2024 | | | — | | % | | | | $ | — | | | | | $ | 1,000 | |

| Due 2025-2029 | | | 2.7 | | | | | | 4,671 | | | | | | 4,666 | | |

| Due 2030-2034 | | | 4.1 | | | | | | 3,965 | | | | | | 3,221 | | |

| Due 2035-2039 | | | 6.8 | | | | | | 938 | | | | | | 937 | | |

| Due 2040-2044 | | | 4.0 | | | | | | 1,089 | | | | | | 1,088 | | |

| Due 2045-2049 | | | 3.8 | | | | | | 1,120 | | | | | | 1,119 | | |

| Due 2050-2054 | | | 3.9 | | | | | | 2,121 | | | | | | 2,120 | | |

In September 2024, we issued $750 million of unsecured debt with a fixed rate of 4.5 percent that matures in September 2034.

During the year ended February 3, 2024, the maximum amount outstanding was $90 million, and the average daily amount outstanding was $1 million, at a weighted average annual interest rate of 4.8 percent.

| 2025 | | | $ | 510 | | $ | 205 | | $ | 715 | |

| 2026 | | | 507 | | | 203 | | | 710 | | |

| 2027 | | | 497 | | | 204 | | | 701 | | |

| 2028 | | | 469 | | | 206 | | | 675 | | |

| 2029 | | | 430 | | | 204 | | | 634 | | |

| Thereafter | | | 2,800 | | | 1,824 | | | 4,624 | | |

| Total lease payments | | | $ | 5,213 | | $ | 2,846 | | $ | 8,059 | |

| Less: Interest | | | 1,278 | | | 685 | | | | | |

| Property and equipment | | | (2,830) | | | (3,015) | | |

It is reasonably possible that the amount of the unrecognized tax benefits with respect to our other unrecognized tax positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of the change cannot be made at this time.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 68] [added: 72] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see [Part II, Item 8, Financial Statements and Supplementary [removed: Data](#i307a88ddef5c484c92b92237508fdaed_124).][added: Data](#i466860cf03e34840aa8781c0f8f59e72_139).]

Not applicable.

On December 5, 2024, Christina Hennington, Target’s Executive Vice President and Chief Strategy and Growth Officer, adopted a written plan for the sale of Target common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Ms. Hennington’s written plan covers 13,514 shares of Target common stock in the aggregate.

It provides for the sale of 11,965 shares of Target common stock and also provides for a gift of 1,549 shares of Target common stock.

This written plan is scheduled to expire on April 2, 2026.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 69] [added: 73] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the [added: 2026] Annual Meeting of Shareholders [removed: to be held on June 11, 2025] (our Proxy Statement).

- Questions and answers about the [removed: 2025] [added: 2026] Annual Meeting—Access to information—Question 16

- Questions and answers about the [removed: 2025] [added: 2026] Annual Meeting—Communications—Question 19

See also [Part I, Item 1, [removed: Business](#i307a88ddef5c484c92b92237508fdaed_13)] [added: Business](#i466860cf03e34840aa8781c0f8f59e72_13)] of this Form 10-K.

- Item one—Election of [removed: directors—Director] [added: directors—Non-employee director] compensation

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 70] [added: 74] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

- [Consolidated Statements of [removed: Operations](#i307a88ddef5c484c92b92237508fdaed_133)] [added: Operations](#i466860cf03e34840aa8781c0f8f59e72_148)] for the Years Ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023][added: 2024]

- [Consolidated Statements of Comprehensive [removed: Income](#i307a88ddef5c484c92b92237508fdaed_151)] [added: Income](#i466860cf03e34840aa8781c0f8f59e72_169)] for the Years Ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023][added: 2024]

- [Consolidated Statements of Financial [removed: Position](#i307a88ddef5c484c92b92237508fdaed_154)] [added: Position](#i466860cf03e34840aa8781c0f8f59e72_172)] as of [removed: February 1, 2025,] [added: January 31, 2026,] and February [removed: 3, 2024][added: 1, 2025]

- [Consolidated Statements of Cash [removed: Flows](#i307a88ddef5c484c92b92237508fdaed_157)] [added: Flows](#i466860cf03e34840aa8781c0f8f59e72_175)] for the Years Ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023][added: 2024]

- [Consolidated Statements of Shareholders' [removed: Investment](#i307a88ddef5c484c92b92237508fdaed_160)] [added: Investment](#i466860cf03e34840aa8781c0f8f59e72_178)] for the Years Ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023][added: 2024]

- [Notes to Consolidated Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_163)][added: Statements](#i466860cf03e34840aa8781c0f8f59e72_181)]

- [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_130)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_145)] (PCAOB ID: 42)

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 71] [added: 75] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] [added: Contents](#i466860cf03e34840aa8781c0f8f59e72_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] [added: Statements](#i466860cf03e34840aa8781c0f8f59e72_139)] | | |

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010) (filed as Exhibit (3)A to Target's Current Report on Form 8-K on June 10, [removed: 2010](https://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm) [and] [added: 2010, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm) | | |

| 3.2 | | | | | | [Bylaws of Target Corporation (as amended and restated through January [removed: 1](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[)] [added: 15, 2025)] (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January [removed: 1](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[7](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm) [and] [added: 17, 2025, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm) | | |

| 4.1 | | | | | | [Indenture, dated as of August 4, [removed: 2000](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) [between] [added: 2000, between] Target Corporation and Bank One Trust Company, N.A. (filed as Exhibit 4.1 to Target's Current Report on Form 8-K on August 10, [removed: 2000](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) [and] [added: 2000, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) | | |

| 4.1.1 | | | | | | [First Supplemental [removed: Indenture](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [dated] [added: Indenture, dated] as of May 1, [removed: 2007](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [to Indenture](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [dated] [added: 2007, to Indenture, dated] as of August 4, [removed: 2000](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [between] [added: 2000, between] Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (filed as Exhibit 4.1 to Target’s Current Report on Form 8-K on May 1, [removed: 2007](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [and] [added: 2007, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) | | |

| 4.2 | | | | | | [Description of Securities (filed as Exhibit (4)D to Target's Annual Report on Form 10-K for the year ended January 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm) [and] [added: 2021, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm) | | |

| 10.1 | | | * | | | [Target Corporation Executive Officer Cash Incentive Plan (filed as Exhibit (10)A to Target's Annual Report on Form 10-K for the year ended January 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm) [and] [added: 2021, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm) | | |

| 10.2 | | | * | | | [Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)B to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, [removed: 2011](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm) [and] [added: 2011, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm) | | |

| 10.3 | | | * | | | [Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (filed as Exhibit (10)C to Target's Quarterly Report on Form 10-Q for the quarter ended July 29, [removed: 2017](https://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibit10c.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibit10c.htm) [and] [added: 2017, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibit10c.htm) | | |

| [removed: 10.3.1] [added: 10.4.4] | | | * | | | [Form of [removed: Price-Vested] [added: Non-Employee Director Restricted] Stock [removed: Option] [added: Unit] Agreement (filed as Exhibit [removed: (10)JJ] [added: (10)Y] to Target's Quarterly Report on Form 10-Q for the quarter ended [removed: April 29, 2017](https://www.sec.gov/Archives/edgar/data/27419/000002741917000014/tgt-2017429xexhibit10jj.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741917000014/tgt-2017429xexhibit10jj.htm) [and] [added: August 1, 2020, and] incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741917000014/tgt-2017429xexhibit10jj.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741920000023/exhibit10y-2020rsuagre.htm)] | | |

| 10.4 | | | * | | | [Target Corporation 2020 Long-Term Incentive Plan (filed as Exhibit (10)D to Target's Current Report on Form 8-K on June 11, [removed: 2020](https://www.sec.gov/Archives/edgar/data/27419/000002741920000017/tgt-20200610xexhibit10d.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741920000017/tgt-20200610xexhibit10d.htm) [and] [added: 2020, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741920000017/tgt-20200610xexhibit10d.htm) | | |

| 10.4.1 | | | * | | | [Form of Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm) [(filed] [added: Agreement (filed] as Exhibit 10.4.1 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm)] | | |

| 10.4.2 | | | * | | | [Form of Performance-Based Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm) [(](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)[filed] [added: Agreement (filed] as Exhibit [removed: 10.4.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)[2](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm) [to] [added: 10.4.2 to] Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)] | | |

| 10.4.3 | | | * | | | [Form of Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm) [(](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)[filed] [added: Agreement (filed] as Exhibit [removed: 10.4.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)[3](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm) [to] [added: 10.4.3 to] Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)] | | |

| [removed: 10.4.4] [added: 10.4.5] | | | * | | | [Form of [removed: Non-Employee Director] [added: Cliff-Vested] Restricted Stock Unit [removed: Agreement (filed] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm) [(](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm)[filed] as Exhibit [removed: (10)Y] [added: 10.4.5] to Target's [removed: Quarterly Report on] Form [removed: 10-Q for the quarter] [added: 10-K for](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm) [the](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm) [year] ended [removed: August] [added: February] 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/27419/000002741920000023/exhibit10y-2020rsuagre.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741920000023/exhibit10y-2020rsuagre.htm) [and incorporated herein] [added: 2025, and](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm) [incorporated] by [removed: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741920000023/exhibit10y-2020rsuagre.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1045.htm)] | | |

| 10.4.6 | | | * | | | [Form of Performance Award Performance Share Unit [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm) [Filed as Exhibit 10.4.6 to Target's Form 10](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)[\-K for the year ended February 1, 2025](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)[, an](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)[d inc](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)[orporated by reference)](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit1046.htm)] | | |

| 10.5 | | | * | | | [Target Corporation SPP I (2022 Plan Statement) (as amended and restated effective May 1, 2022) (filed as Exhibit (10)E to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, [removed: 2022](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10e.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10e.htm) [and] [added: 2022, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10e.htm) | | |

| 10.6 | | | * | | | [Target Corporation SPP II (2022 Plan Statement) (as amended and restated effective May 1, 2022) (filed as Exhibit (10)F to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, [removed: 2022](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10f.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10f.htm) [and] [added: 2022, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10f.htm) | | |

| 10.7 | | | * | | | [Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (filed as Exhibit (10)E to Target's Annual Report on Form 10-K for the year ended February 1, [removed: 2014](https://www.sec.gov/Archives/edgar/data/27419/000002741914000014/tgt-20140201xexhibit_10e.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741914000014/tgt-20140201xexhibit_10e.htm) [and] [added: 2014, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741914000014/tgt-20140201xexhibit_10e.htm) | | |

| 10.7.1 | | | * | | | [Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (filed as Exhibit (10)NN to Target's Quarterly Report on Form 10-Q for the quarter ended April 30, [removed: 2016](https://www.sec.gov/Archives/edgar/data/27419/000002741916000051/tgt-20160430xexhibit10nn.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741916000051/tgt-20160430xexhibit10nn.htm) [and] [added: 2016, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741916000051/tgt-20160430xexhibit10nn.htm) | | |

| 10.8 | | | * | | | [Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)F to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, [removed: 2011](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10df.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10df.htm) [and] [added: 2011, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10df.htm) | | |

| 10.9 | | | * | | | [Target Corporation Officer EDCP [removed: (202](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm) [Plan Statement)](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)] [added: (2025 Plan Statement)](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm) [(](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[file](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[d as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[9 to Target's Annual Report](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm) [on F](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[orm 10-K for the year](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm) [ended February 1,](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm) [2025](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[, and inc](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[orporated](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm) [herein by reference)](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201xexhibit109.htm)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2024] [added: 2025] Form 10-K | | | [removed: 72] [added: 76] | | |

| 10.10 | | | * | | | [Target Corporation Deferred Compensation Plan Directors (filed as Exhibit (10)I to Target's Annual Report on Form 10-K for the year ended February 3, [removed: 2007](https://www.sec.gov/Archives/edgar/data/27419/000104746907001800/a2176656zex-10_i.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000104746907001800/a2176656zex-10_i.htm) [and] [added: 2007, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000104746907001800/a2176656zex-10_i.htm) | | |

| 10.11 | | | * | | | [Target Corporation DDCP (2022 Plan Statement) (as amended and restated effective January 1, 2022) (filed as Exhibit (10)L to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, [removed: 2021](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt20211030-exhibit10l.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt20211030-exhibit10l.htm) [and] [added: 2021, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt20211030-exhibit10l.htm) | | |

| 10.12 | | | * | | | [Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (filed as Exhibit (10)L to Target's Quarterly Report on Form 10-Q for the quarter ended July 29, [removed: 2017](https://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibitx10l.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibitx10l.htm) [and] [added: 2017, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibitx10l.htm) | | |

| 10.13 | | | * | | | [Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (filed as Exhibit (10)A to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, [removed: 2010](https://www.sec.gov/Archives/edgar/data/27419/000110465910061015/a10-17636_1ex10da.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465910061015/a10-17636_1ex10da.htm) [and] [added: 2010, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465910061015/a10-17636_1ex10da.htm) | | |

| 10.14 | | | * | | | [Director Retirement Program (filed as Exhibit (10)O to Target's Annual Report on Form 10-K for the year ended January 29, [removed: 2005](https://www.sec.gov/Archives/edgar/data/27419/000110465905015954/a05-4599_1ex10do.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465905015954/a05-4599_1ex10do.htm) [and] [added: 2005, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465905015954/a05-4599_1ex10do.htm) | | |

| 10.15 | | | * | | | [Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)O to Target's Annual Report on Form 10-K for the year ended January 31, [removed: 2009](https://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm) [and] [added: 2009, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm) | | |

| 10.15.1 | | | * | | | [removed: [Amendment](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) [dated](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) [as of](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) [June] [added: [Amendment, dated as of June] 8, [removed: 2011](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) [to] [added: 2011, to] Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)AA to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, [removed: 2011](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) [and] [added: 2011, and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) | | |