What changed in this filing

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Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-13 · 55 added, 56 removed, 148 unchanged (43% of the section changed)

7 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

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 Data .

Other Information

On November 22, 2023 , Christina Hennington , Target’s Executive Vice President and Chief 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.

Hennington’s written plan covers 11,900 shares of Target common stock in the aggregate.

It provides for the sale of 9,900 shares of Target common stock and also provides for a gift of 2,000 shares of Target common stock.

This written plan is scheduled to expire on November 22, 2024.

TARGET CORPORATION

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Index to Financial Statements

Other Information

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.

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 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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◦ Business ethics and conduct

• Compensation Discussion and Analysis—Compensation policies and risk— Securities trading policy

• Questions and answers about the 2025 Annual Meeting—Access to information—Question 16

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a) (1) Financial Statements

• Consolidated Statements of Operations for the Years Ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Statements of Comprehensive Income for the Years Ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Statements of Financial Position as of February 3, 2024, and January 28, 2023

• Consolidated Statements of Cash Flows for the Years Ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Statements of Shareholders' Investment for the Years Ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Statements of Operations for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Comprehensive Income for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Financial Position as of February 1, 2025, and February 3, 2024

• Consolidated Statements of Cash Flows for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Shareholders' Investment for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023

• Notes to Consolidated Financial Statements

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Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report.

See exhibits listed under part (b) below.

TARGET CORPORATION

12 unchanged sentences

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, 2011 , and incorporated herein by reference).

10.2.1 * Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (filed as Exhibit (10)V to Target's Annual Report on Form 10-K for the year ended January 31, 2015 and incorporated herein by reference).

10.2.2 * Form of Non-Employee Director Non-Qualified Stock Option Agreement (filed as Exhibit (10)EE to Target's Current Report on Form 8-K on January 11, 2012 and incorporated herein by reference).

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, 2017 , and incorporated herein by reference).

1 unchanged sentence

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, 2020 , and incorporated herein by reference).

10.4.1 * ** Form of Restricted Stock Unit Agreement .

10.4.2 * ** Form of Performance-Based Restricted Stock Unit Agreement .

10.4.3 * ** Form of Performance Share Unit Agreement .

Form of Restricted Stock Unit 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 reference ) .

Form of Performance-Based Restricted Stock Unit Agreement ( filed as Exhibit 10.4.

2 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ) .

Form of Performance Share Unit Agreement ( filed as Exhibit 10.4.

3 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ) .

10.4.4 * Form of Non-Employee Director Restricted Stock Unit Agreement (filed as Exhibit (10)Y to Target's Quarterly Report on Form 10-Q for the quarter ended August 1, 2020 , and incorporated herein by reference).

* ** Form of Cliff-Vested Restricted Stock Unit Agreement.

* ** Form of Performance Award Performance Share Unit Agreement.

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, 2022 , and incorporated herein by reference).

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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, 2011 , and incorporated herein by reference).

Target Corporation Officer EDCP (2023 Plan Statement) (as amended and restated effective January 1, 2023) (filed as Exhibit 10.9 to Target's Annual Report on Form 10-K for the year ended January 28, 2023 and incorporated herein by reference ) .

10.9 * ** Target Corporation Officer EDCP (202 5 Plan Statement) .

TARGET CORPORATION

8 unchanged sentences

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, 2009 , and incorporated herein by reference).

10.15.1 * Amendment dated June 8, 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, 2011 and incorporated herein by reference).

10.15.2 * Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)MM to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2017 and incorporated herein by reference).

10.15.3 * Amendment dated December 18, 2020 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)S to Target's Annual Report on Form 10-K for the year ended January 30, 2021 and incorporated herein by reference).

10.15.1 * Amendment , dated as of June 8, 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, 2011 , and incorporated herein by reference).

10.15.2 * Amendment , dated as of October 25, 2017 , to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)MM to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2017 , and incorporated herein by reference).

10.15.3 * Amendment , dated as of December 18, 2020 , to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)S to Target's Annual Report on Form 10-K for the year ended January 30, 2021 , and incorporated herein by reference).

10.16 * Form of Cash Retention Award (filed as Exhibit (10)W to Target’s Annual Report on Form 10-K for the year ended February 2, 2013 , and incorporated herein by reference).

Aircraft Time Sharing Agreement as of October 4, 2022 among Target Corporation and Brian C.

Aircraft Time Sharing Agreement , dated as of October 4, 2022 , among Target Corporation and Brian C.

Cornell (filed as Exhibit (10)BB to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 , and incorporated herein by reference).

10.18 * ** Transition Agreement dated November 8, 2023 among Target Corporation , Target Enterprise , Inc.

, and John J.

10.19 Five-Year Credit Agreement dated as of October 18, 2021 among Target Corporation, Bank of America, N.A.

, as Administrative Agent , and the Banks listed therein (filed as Exhibit (10)DD to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 and incorporated herein by reference).

Transition Agreement, dated as of August 12, 2024, among Target Corporation, Target Enterprise, Inc., and Don H.

Liu (filed as Exhibit 10.23 to Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, and incorporated herein by reference).

10.19 Five-Year Credit Agreement , dated as of October 18, 2021 , among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit (10)DD to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 , and incorporated herein by reference).

Amendment No.

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2 to Five-Year Credit Agreement , dated as of September 20, 2023 , among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit 10.19.2 to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2023 , and incorporated herein by reference).

364-Day Credit Agreement dated as of October 18 , 202 3 among Target Corporation, the Banks listed therein, the Co-Documentation Agents and Syndication Agent listed therein, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.20 to Target's Quarterly Report on Form 10-Q for the quarter ended October 2 8 , 202 3 and incorporated herein by reference).

10.21 + Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc.

364-Day Credit Agreement , dated as of October 1 5 , 202 4, among Target Corporation, the Banks listed therein, the Co-Documentation Agents and Syndication Agent listed therein, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.20 to Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, and incorporated herein by reference).

Credit Card Program Agreement , dated as of October 22, 2012 , among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

(filed as Exhibit (10)X to Target’s Quarterly Report on Form 10-Q/A for the quarter ended May 4, 2013 and incorporated herein by reference).

10.21.1 + First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

First Amendment , dated as of February 24, 2015 , to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

(filed as Exhibit (10)II to Target's Quarterly Report on Form 10-Q for the quarter ended May 2, 2015 and incorporated herein by reference).

Second Amendment , dated as of November 19, 2019 , to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

TARGET CORPORATION

2 unchanged sentences

Index to Financial Statements

10.21.2 + Second Amendment dated November 19, 2019 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

(filed as Exhibit (10)HH to Target's Annual Report on Form 10-K for the year ended February 1, 2020 and incorporated herein by reference).

10.21.3 + Third Amendment dated November 1, 2022 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

10.21.3 + Third Amendment , dated as of November 1, 2022 , to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

(filed as Exhibit (10)JJ to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022, and incorporated herein by reference ).

+ Letter Agreement dated March 8, 2023 among Target Corporation, Target Enterprise, Inc.

+ Letter Agreement , dated as of March 8, 2023 , among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

(filed as Exhibit 10.21.4 to Target’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2023 , and incorporated herein by reference).

10.22 + Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc.

(filed as Exhibit (10)KK to Target's Annual Report on Form 10-K for the year ended January 30, 2016 and incorporated herein by reference).

10.22.1 + First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

(filed as Exhibit (10)CC to Target's Annual Report on Form 10-K for the year ended January 28, 2017 and incorporated herein by reference).

10.22.2 Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

Pharmacy Operating Agreement , dated as of December 16, 2015 , between Target Corporation and CVS Pharmacy, Inc.

First Amendment , dated as of November 30, 2016 , to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

10.22.2 Second Amendment , dated as of January 9, 2018 , to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

(filed as Exhibit (10)HH to Target's Annual Report on Form 10-K for the year ended February 3, 2018 , and incorporated herein by reference).

Securities Trading Policy

21.1 ** List of Subsidiaries

7 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Target Corporation Clawback Policy

Target Corporation Clawback Policy (filed as Exhibit 97.1 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ).

101.INS ** Inline XBRL Instance Document

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+ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

‡ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish a copy of such schedules and attachments to the Securities and Exchange Commission upon its request.

(1) Certain instruments defining the rights of holders of long-term debt securities of the Company have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

The Company agrees to furnish copies of any such instruments to the Securities and Exchange Commission upon its request.

The Corporation agrees to furnish a copy of such schedules and attachments to the Securities and Exchange Commission upon its request.

(1) Certain instruments defining the rights of holders of long-term debt securities of the Corporation have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

The Corporation agrees to furnish copies of any such instruments to the Securities and Exchange Commission upon its request.

Form 10-K Summary

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Index to Financial Statements

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Target has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TARGET CORPORATION

/s/ Michael J.

March 13, 2024 Michael J.

Executive Vice President and Chief Operating Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Target and in the capacities and on the dates indicated.

March 12, 2025 Jim Lee

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 12, 2025 Brian C.

Chair of the Board and Chief Executive Officer

/s/ Michael J.

March 13, 2024 Michael J.

Executive Vice President and Chief Operating Officer and Chief Financial Officer

(Principal Executive Officer)

March 12, 2025 Jim Lee

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Matthew A.

2 unchanged sentences

and Controller

(Principal Accounting Officer)

Constituting a majority of the Board of Directors

Fiddelke, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.

/s/ Michael J.

March 13, 2024 Michael J.

Jim Lee, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.

March 12, 2025 Jim Lee

Attorney-in-fact

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures