What changed in this filing

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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-12 · 41 added, 31 removed, 172 unchanged (30% of the section changed)

2 unchanged sentences

During the most recently completed fiscal quarter, there were no changes which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

TARGET CORPORATION

2025 Form 10-K 72

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

Evaluation of Disclosure Controls and Procedures

3 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.

TARGET CORPORATION

2024 Form 10-K 68

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

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 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 .

Not applicable .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

Index to Financial Statements

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

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the 2026 Annual Meeting of Shareholders (our Proxy Statement).

Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

10 unchanged sentences

The following sections of the Proxy Statement are incorporated herein by reference:

• Item one—Election of directors—Director compensation

• Item one—Election of directors—Non-employee director compensation

• Compensation Discussion and Analysis

22 unchanged sentences

a) (1) Financial Statements

• 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

• Consolidated Statements of Operations for the Years Ended January 31, 2026, February 1, 2025, and February 3, 2024

• Consolidated Statements of Comprehensive Income for the Years Ended January 31, 2026, February 1, 2025, and February 3, 2024

• Consolidated Statements of Financial Position as of January 31, 2026, and February 1, 2025

• Consolidated Statements of Cash Flows for the Years Ended January 31, 2026, February 1, 2025, and February 3, 2024

• Consolidated Statements of Shareholders' Investment for the Years Ended January 31, 2026, February 1, 2025, and February 3, 2024

• Notes to Consolidated Financial Statements

18 unchanged sentences

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).

10.3.1 * Form of Price-Vested Stock Option Agreement (filed as Exhibit (10)JJ to Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2017 , and incorporated herein by reference).

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).

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 ) .

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.

* Form of Cliff-Vested Restricted Stock Unit Agreement ( filed as Exhibit 10.4.5 to Target's Form 10-K for the year ended February 1, 2025, and incorporated by reference ) .

* Form of Performance Award Performance Share Unit Agreement Filed as Exhibit 10.4.6 to Target's Form 10 -K for the year ended February 1, 2025 , an d inc orporated by reference) .

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).

3 unchanged sentences

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).

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

10.9 * Target Corporation Officer EDCP (2025 Plan Statement) ( file d as Exhibit 10.

9 to Target's Annual Report on F orm 10-K for the year ended February 1, 2025 , and inc orporated herein by reference) .

TARGET CORPORATION

14 unchanged sentences

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).

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).

E xe cutive Chair Letter Agreement, dated as of February 2, 2026, between Target Corporation and Brian C.

F orm of Two-Year Ratable Ves ting Restricted Stock Unit Agreement.

Transition Agreement, dated as of May 20, 2025, among Target Corporation, Target Enterprise, Inc., and A.

Christina Hennington (filed as Exhibit 10.23 to Target's Quarterly Report on Form 10-Q for the quarter ended August 2, 2025 , and inc orporated herein by reference ).

Transition Agreement, dated as of May 20, 2025, among Target Corporation, Target Enterprise, Inc., and Amy Tu (filed as Exhibit 10.

24 to Target's Quarterly Report on Form 10-Q for the quarter ended August 2, 2025, and incorporated herein by reference).

T r ansition Agreement, dated as of February 6, 2 026, among Target C orporation, Target Enterprise, Inc., and Richard H.

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).

4 unchanged sentences

364-Day Credit Agreement, dated as of October 9 , 2025 , 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 1 , 2025 , and incorporated herein by reference).

TARGET CORPORATION

2025 Form 10-K 77

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

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 10.21 to Target's Annual Report on Form 10-K for the year ended February 1, 2025, and incorporated herein by reference).

+ 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 10.21.1 to Target's Annual Report on Form 10-K for the year ended February 1, 2025, 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

2024 Form 10-K 73

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

(filed as Exhibit 10.21.2 to Target's Annual Report on Form 10-K for the year ended February 1, 2025, and incorporated herein by reference).

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

5 unchanged sentences

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

(filed as Exhibit 10.22 to Target's Annual Report on Form 10-K for the year ended February 1, 2025, and incorporated by reference).

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

(filed as Exhibit 10.22.1 to Target's Annual Report on Form 10-K for the year ended February 1, 2025, and incorporated by reference).

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

26 unchanged sentences

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

TARGET CORPORATION

2025 Form 10-K 78

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

(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.

11 unchanged sentences

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 11, 2026 Michael J.

Chief Executive Officer

(Principal Executive Officer)

14 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