What changed in this filing

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Item 1. Financial Statements

2026-05-29 compared with 2025-11-26 · 57 added, 114 removed, 298 unchanged (36% of the section changed)

1 unchanged sentence

Consolidated Statements of Operations

Three Months Ended Nine Months Ended

(millions, except per share data) (unaudited) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Three Months Ended

(millions, except per share data) (unaudited) May 2, 2026 May 3, 2025

Net sales $ 25,443 $ 23,846

20 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

(millions) (unaudited) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Three Months Ended

(millions) (unaudited) May 2, 2026 May 3, 2025

Net earnings $ 781 $ 1,036

Other comprehensive (loss) / income, net of tax

Other comprehensive income / (loss), net of tax

Cash flow hedges and currency translation adjustment ( 5 ) ( 4 )

Other comprehensive loss ( 3 ) ( 4 ) ( 13 ) ( 14 )

Other comprehensive income / (loss) 2 ( 4 )

Comprehensive income $ 783 $ 1,032

5 unchanged sentences

Consolidated Statements of Financial Position

(millions, except footnotes) (unaudited) November 1, 2025 February 1,

2025 November 2,

(millions, except footnotes) (unaudited) May 2, 2026 January 31,

Cash and cash equivalents $ 3,534 $ 5,488 $ 2,887

24 unchanged sentences

Common Stock Authorized 6,000,000,000 shares, $ 0.0833 par value;

452,796,520 , 455,566,995 , and 459,244,995 shares issued and outstanding as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

454,177,135 , 452,840,187 , and 454,364,799 shares issued and outstanding as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

Preferred Stock Authorized 5,000,000 shares, $ 0.01 par value;

6 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

(millions) (unaudited) November 1, 2025 November 2, 2024

Three Months Ended

(millions) (unaudited) May 2, 2026 May 3, 2025

Operating activities

13 unchanged sentences

Expenditures for property and equipment ( 1,035 ) ( 790 )

Cash required for investing activities ( 2,790 ) ( 1,942 )

Cash used in investing activities ( 1,033 ) ( 787 )

Financing activities

4 unchanged sentences

Shares withheld for taxes on share-based compensation ( 89 ) ( 60 )

Cash required for financing activities ( 1,635 ) ( 2,508 )

Cash used in financing activities ( 1,637 ) ( 1,363 )

Net decrease in cash and cash equivalents ( 1,954 ) ( 1,875 )

18 unchanged sentences

— — — ( 515 ) — ( 515 )

Repurchase of stock ( 2.2 ) — — ( 251 ) — ( 251 )

Share-based compensation 1.0 — 15 — — 15

4 unchanged sentences

— — — ( 529 ) — ( 529 )

Repurchase of stock ( 1.1 ) ( 1 ) — ( 154 ) — ( 155 )

Share-based compensation — — 73 — — 73

11 unchanged sentences

— — — ( 526 ) — ( 526 )

Repurchase of stock ( 3.7 ) — — ( 506 ) — ( 506 )

Share-based compensation — — 90 — — 90

February 1, 2025 455.6 $ 38 $ 6,996 $ 8,090 $ ( 458 ) $ 14,666

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

TARGET CORPORATION

6 unchanged sentences

(millions) (unaudited) Shares Value Capital Earnings Loss Total

February 1, 2025 455.6 $ 38 $ 6,996 $ 8,090 $ ( 458 ) $ 14,666

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

Net earnings — — — 781 — 781

Other comprehensive loss — — — — ( 4 ) ( 4 )

Other comprehensive income — — — — 2 2

Dividends declared, $ 1.14 per share

— — — ( 526 ) — ( 526 )

Repurchase of stock ( 2.2 ) — — ( 251 ) — ( 251 )

Share-based compensation 1.4 — ( 27 ) — — ( 27 )

May 2, 2026 454.2 $ 38 $ 7,220 $ 9,552 $ ( 415 ) $ 16,395

Net earnings — — — 935 — 935

Other comprehensive loss — — — — ( 6 ) ( 6 )

Dividends declared, $ 1.14 per share

— — — ( 529 ) — ( 529 )

Share-based compensation — — 73 — — 73

August 2, 2025 454.4 $ 38 $ 7,084 $ 8,766 $ ( 468 ) $ 15,420

Net earnings — — — 689 — 689

Other comprehensive loss

— — — — ( 3 ) ( 3 )

Dividends declared, $ 1.14 per share

— — — ( 526 ) — ( 526 )

Repurchase of stock ( 1.7 ) — — ( 152 ) — ( 152 )

Share-based compensation 0.1 — 73 — — 73

November 1, 2025 452.8 $ 38 $ 7,157 $ 8,777 $ ( 471 ) $ 15,501

See accompanying Notes to Consolidated Financial Statements .

7 unchanged sentences

Interchange Fee Settlements

Business Transformation Costs

Fair Value Measurements

Property and Equipment

Supplier Finance Programs

Commercial Paper and Long-Term Debt

Long-Term Debt and Commercial Paper

Derivative Financial Instruments

13 unchanged sentences

We use the same accounting policies in preparing quarterly and annual financial statements.

Certain prior-year amounts have been reclassified to conform to the current-year presentation.

We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels.

8 unchanged sentences

We also earn revenues from a variety of other sources, most notably advertising revenue and credit card profit-sharing income.

Net Sales Three Months Ended Nine Months Ended

(millions) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Net Sales Three Months Ended

(millions) May 2, 2026 May 3, 2025

Apparel & accessories (a)

$ 3,846 $ 3,711

3,232 3,226 9,729 9,729

Food & beverage (c)

6,008 5,917 17,499 17,308

Hardlines (d)

3,190 3,152 9,786 9,634

Hardlines (Fun 101) (d)

Home furnishings & décor (e)

3,908 4,185 10,789 11,612

Household essentials (f)

4,542 4,715 13,321 13,828

Other merchandise sales 56 40

6 unchanged sentences

(b) Includes skin and bath care, cosmetics, hair care, oral care, deodorant, and shaving products.

(c) Includes dry and perishable grocery, including snacks, candy, beverages, deli, bakery, meat, produce , and food service (primarily Starbucks) in our stores.

(d) Includes electronics, including video games and consoles, toys, sporting goods, entertainment, and luggage.

(c) Includes dry and perishable grocery, including snacks, candy, beverages, deli, bakery, meat, produce , food service (primarily Starbucks), and floral in our stores.

(d) Includes electronics, including video games and consoles, toys, trading cards, sporting goods and fan merchandise, pop culture and other entertainment, and luggage.

(e) Includes bed and bath, home décor, school/office supplies, storage, small appliances, kitchenware, greeting cards, party supplies, furniture, lighting, home improvement, and seasonal merchandise.

3 unchanged sentences

Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns.

As of November 1, 2025, February 1, 2025, and November 2, 2024, the accrual for estimated returns was $ 187 million, $ 172 million, and $ 204 million, respectively.

As of May 2, 2026, January 31, 2026, and May 3, 2025, the liability for estimated returns was $ 191 million, $ 155 million, and $ 186 million, respectively.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.

Gift Card Liability Activity February 1,

Gift Card Liability Activity January 31,

2026 Gift Cards Issued During Current Period But Not Redeemed (b)

Revenue Recognized From Beginning Liability November 1,

Revenue Recognized From Beginning Liability May 2,

Gift card liability (a)

15 unchanged sentences

As a result of these lump-sum settlements, during the first quarter of 2025, we recorded gains within SG&A Expenses of $ 593 million, net of legal fees.

Business Transformation Costs

In May 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.

Costs incurred in connection with our business transformation initiative include the following:

• Severance and Related Costs — In October 2025, we reduced our headquarters workforce.

As a result, we recognized $ 115 million of severance and related costs within SG&A during the three and nine months ended November 1, 2025.

The majority of these costs are expected to be paid during the fourth quarter of 2025.

• Asset-Related Charges — For the three and nine months ended November 1, 2025, we recognized $ 46 million of impairments and other charges associated with the termination of a commercial partnership.

N ote 6 provides additional information regarding impairment charges.

TARGET CORPORATION

Q3 2025 Form 10-Q 10

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Fair Value Measurements

1 unchanged sentence

Financial Instruments Measured On a Recurring Basis Fair Value

(millions) Classification Measurement Level November 1, 2025 February 1, 2025 November 2, 2024

(millions) Classification Measurement Level May 2, 2026 January 31, 2026 May 3, 2025

Short-term investments Cash and Cash Equivalents Level 1 $ 2,544 $ 4,611 $ 1,975

Prepaid forward contracts Other Current Assets Level 1 22 18 17

Interest rate swaps Other Noncurrent Assets Level 2 2 — —

Interest rate swaps Other Current Liabilities Level 2 — 1 3

1 unchanged sentence

Significant Financial Instruments Not Measured at Fair Value (a)

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

Value Carrying

6 unchanged sentences

These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.

Property and Equipment

We review long-lived assets for impairment when store performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store, office, or distribution center, discontinue a project, or make significant software changes—indicate that the asset’s carrying value may not be recoverable.

We recognized impairment charges of $ 35 million and $ 69 million for the three and nine months ended November 1, 2025, and $ 1 million and $ 37 million for the three and nine months ended November 2, 2024.

These impairment charges are included in SG&A Expenses.

TARGET CORPORATION

Q1 2026 Form 10-Q 10

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Supplier Finance Programs

4 unchanged sentences

The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $ 3.4 billion, $ 3.7 billion, and $ 4.7 billion as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $ 2.8 billion, $ 3.0 billion, and $ 3.3 billion as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position.

These outstanding vendor obligations do not represent actual early payments made under supplier finance programs, which have historically been lower.

TARGET CORPORATION

Q3 2025 Form 10-Q 11

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Commercial Paper and Long-Term Debt

Our unsecured long-term debt issuances during the nine months ended November 1, 2025 were as follows:

Debt Issuances

(dollars in millions)

Issuance Date Maturity Date Principal Amount Interest Rate (Fixed)

March 2025 April 2035 $ 1,000 5.00 %

June 2025 June 2028 500 4.35

June 2025 February 2036 500 5.25

Our unsecured long-term debt repayments during the nine months ended November 1, 2025 were as follows:

Long-Term Debt and Commercial Paper

Our unsecured long-term debt repayments during the three months ended May 2, 2026, were as follows:

Debt Repayments

3 unchanged sentences

We obtain short-term financing from time to time under our commercial paper program.

There was no commercial paper outstanding at any time during the three and nine months ended November 1, 2025, or November 2, 2024.

In October 2025, we obtained a new committed $ 1.0 billion 364-day unsecured revolving credit facility that will expire in October 2026 and terminated our prior 364-day facility.

No balances were outstanding under our credit facilities at any time during 2025 or 2024.

There was no commercial paper outstanding at any time during the three months ended May 2, 2026, or May 3, 2025.

Derivative Financial Instruments

2 unchanged sentences

Note 4 to the Consolidated Financial Statements provides the fair value and classification of these instruments.

We were party to interest rate swaps with notional amounts totaling $ 2.20 billion as of November 1, 2025, February 1, 2025, and November 2, 2024.

We were party to interest rate swaps with notional amounts totaling $ 2.45 billion as of May 2, 2026, and $ 2.20 billion as of January 31, 2026, and May 3, 2025.

We pay a floating rate and receive a fixed rate under each of these agreements.

All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three and nine months ended November 1, 2025, and November 2, 2024.

All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three months ended May 2, 2026, and May 3, 2025.

Effect of Hedges on Debt

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

Long-term debt and other borrowings

1 unchanged sentence

Cumulative hedging adjustments, included in carrying amount ( 65 ) ( 55 ) ( 68 )

TARGET CORPORATION

Q3 2025 Form 10-Q 12

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Effect of Hedges on Net Interest Expense Three Months Ended Nine Months Ended

(millions) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Effect of Hedges on Net Interest Expense Three Months Ended

(millions) May 2, 2026 May 3, 2025

Gain (loss) on fair value hedges recognized in Net Interest Expense

3 unchanged sentences

Total $ 6 $ 6

TARGET CORPORATION

Q1 2026 Form 10-Q 11

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Share Repurchase

We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase arrangements, and other privately negotiated transactions with financial institutions.

Share Repurchase Activity Three Months Ended Nine Months Ended

(millions, except per share data) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Share Repurchase Activity Three Months Ended

(millions, except per share data) May 2, 2026 May 3, 2025

Number of shares purchased — 2.2

Average price paid per share (a)

$ 91.59 $ 147.43 $ 104.70 $ 146.97

Total investment (a)

$ 152 $ 354 $ 403 $ 509

(a) Amounts include applicable excise tax and commissions.

1 unchanged sentence

We provide pension plan benefits to eligible team members.

Net Pension Benefits (Income) / Expense Three Months Ended Nine Months Ended

(millions) Classification November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Service cost benefits earned SG&A Expenses $ 18 $ 19 $ 55 $ 58

Net Pension Benefits (Income) / Expense Three Months Ended

(millions) Classification May 2, 2026 May 3, 2025

Service cost benefits earned Cost of Sales and SG&A Expenses $ 18 $ 17

Interest cost on projected benefit obligation Net Other Income 40 42

1 unchanged sentence

Amortization of losses Net Other Income 9 —

Prior service cost Net Other Income — — 7 8

Total $ 3 $ ( 8 )

1 unchanged sentence

Change in Accumulated Other Comprehensive Loss Cash Flow Hedges Currency Translation Adjustment Pension Total

February 1, 2025 $ 266 $ ( 27 ) $ ( 697 ) $ ( 458 )

Other comprehensive (loss) income before reclassifications ( 1 ) 1 — —

January 31, 2026 $ 248 $ ( 29 ) $ ( 636 ) $ ( 417 )

Other comprehensive loss before reclassifications — ( 1 ) — ( 1 )

Amounts reclassified ( 4 ) — 7 3

November 1, 2025 $ 252 $ ( 26 ) $ ( 697 ) $ ( 471 )

May 2, 2026 $ 244 $ ( 30 ) $ ( 629 ) $ ( 415 )

Amounts are net of tax.

4 unchanged sentences

Segment Reporting

Our Chief Operating Decision Maker—our Chief Executive Officer—monitors our consolidated operating income and net earnings to evaluate performance and make operating decisions.

Our Chief Operating Decision Maker (CODM)—our Chief Executive Officer—monitors our consolidated net earnings and operating income to evaluate performance and make operating decisions including whether to invest profits into capital projects, make equity or other investments, or return capital to shareholders.

Consolidated assets as presented on our Consolidated Statements of Financial Position is the only view of assets regularly reviewed by our CODM.

We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels.

1 unchanged sentence

The vast majority of our properties and equipment are located within the United States.

Business Segment Results Three Months Ended Nine Months Ended

(millions) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Business Segment Results Three Months Ended

(millions) May 2, 2026 May 3, 2025

Net sales $ 25,443 $ 23,846

4 unchanged sentences

Selling, general and administrative expenses (a)

5,536 5,459 15,486 15,969

Depreciation and amortization (exclusive of depreciation included in cost of sales)

649 639 1,936 1,883

Operating income (a)

948 1,168 3,737 4,099

Net interest expense 117 116

3 unchanged sentences

Net earnings $ 781 $ 1,036

(a) For the three and nine months ended November 1, 2025, includes $ 161 million related to business transformation costs described in Note 4 .

For the nine months ended November 1, 2025, includes $ 593 million of pretax net gains related to settlements of credit card interchange fee litigation matters.

(a) For the three months ended May 3, 2025, includes $ 593 million of pretax net gains related to settlements of credit card interchange fee litigation matters.

Note 3 provides additional information.

4 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-Q

Item 1. Financial Statements