TARGET CORP - Proxy Solicitation & Information Statement 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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TARGET CORPORATION

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2026 Proxy Statement &

Notice of Annual Meeting

of Shareholders

Wednesday, June 10, 2026 at 12:00 p.m. Central Daylight Time

Online at virtualshareholdermeeting.com/TGT2026

2 TARGET CORPORATION 2026 Proxy Statement

Letter from our Lead

Independent Director

Dear Fellow Shareholders,

On behalf of Target’s Board of Directors, thank you for your investment in Target. As Target’s Lead Independent Director, I’m

energized by the changes underway to define the company’s future, fuel profitable growth and deliver value for shareholders.

Over the last several years, the Board has executed a deliberate and thoughtful CEO succession process, and we are confident

that Michael Fiddelke is the right leader to guide Target into its next chapter. Michael has helped build many of the company’s core

strengths through senior leadership roles spanning merchandising, finance, operations and human resources. As Chief Operating

Officer and previously Chief Financial Officer, he has helped scale Target’s stores, supply chain and digital capabilities. The Board

believes Michael’s experience, institutional knowledge and ability to lead change position Target to drive sustainable growth and

long-term shareholder value.

Looking ahead, Target is focused on four clear priorities designed to grow the business and strengthen the fundamentals that

make this brand distinctive:

• Lead with merchandising authority by sharpening relevance through a blend of style, design and value—supported by

thoughtful curation and category leadership.

• Elevate the guest experience by making shopping easier, inspiring and welcoming across stores and digital.

• Accelerate technology to delight guests and support the team, creating a shopping experience that removes friction

and prioritizes personalization and joy.

• Strengthen team and communities by investing in the people at the heart of Target’s success and remaining deeply

connected to the communities Target serves.

Effective oversight of this strategy requires the right mix of skills, experiences and perspectives, and Target maintains a rigorous

approach to Board composition. We are pleased to welcome two new independent directors, Stephen Bratspies and John Hoke,

III, whose expertise complements and strengthens the Board’s perspective in style, design and retail operations. We also extend

our appreciation to three directors who will be leaving the Board at the conclusion of this year’s annual meeting. Douglas Baker

and Grace Puma have decided not to seek re-election and, in accordance with our tenure policies, Donald Knauss will retire from

our Board. We thank all of them for their invaluable contributions on behalf of Target shareholders.

Let me close by inviting you to join the 2026 Annual Meeting of Shareholders on June 10. The Board and the Leadership Team

value your engagement and encourage you to review the proxy materials and vote your shares, whether or not you plan to attend.

We take seriously the responsibility you have entrusted to us, and we believe Target’s size, scale and strategy position the

company to build durable competitive advantages and to deliver long-term value for you.

Sincerely,

Christine A. Leahy

Lead Independent Director

TARGET CORPORATION 2026 Proxy Statement 3

Notice of meeting and proxy summary

Notice of meeting and proxy

summary

This Meeting Notice & Proxy Summary highlights information described in other parts of this 2026 Proxy Statement and does not

contain all information you should consider in voting. Please read the entire 2026 Proxy Statement carefully before voting.

For the meaning of capitalized terms or acronyms used in the 2026 Proxy Statement , please see Appendix B “Commonly used or

defined terms” beginning on page B- 1 .

To our shareholders,

You are invited to attend Target Corporation’s 2026 Annual Meeting to be held as follows:

Date and Time Wednesday , June 10, 2026 12:00 p.m. Central Daylight Time Place virtualshareholdermeeting.com/TGT2026 Record Date April 13, 2026

Items of business

Item	Board’s Recommendation
Election of 12 directors (page 19 )	FOR each Director Nominee
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (page 72 )	FOR
Advisory approval of executive compensation (Say on Pay) (page 75 )	FOR
Approval of the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan (page 76 )	FOR
Shareholder proposals, if properly presented at the meeting (page 84 )	AGAINST

In addition, at the 2026 Annual Meeting we will conduct any other business that may properly come before the meeting. See

Question 11 of the “Questions and answers about the 2026 Annual Meeting ” beginning on page 93 for more information. Following

the formal business of the 2026 Annual Meeting , our Chief Executive Officer will provide prepared remarks, followed by a question

and answer session.

Proxy solicitation

The Board is soliciting proxies for the 2026 Annual Meeting and any adjournment or postponement of the 2026 Annual Meeting .

Any proxy may be revoked at any time prior to its exercise at the 2026 Annual Meeting .

4 TARGET CORPORATION 2026 Proxy Statement

Notice of meeting and proxy summary

Voting

You may vote if you held shares of Target common stock as of the record date ( April 13, 2026 ). You are able to vote your shares

by providing instructions to the proxy holders who will then vote in accordance with your instructions. We urge you to read the

2026 Proxy Statement carefully and to vote in accordance with the recommendations of the Board.

Advance voting

If voting in advance of the 2026 Annual Meeting , you may do so as follows:

Method (1)	●	●	●
Instruction	• Go to the website identified on the enclosed proxy card, VIF, or Internet Availability Notice. • Enter the control number on the proxy card, VIF, or Internet Availability Notice. • Follow the instructions on the website.	• Call the toll-free number identified on the enclosed proxy card or VIF or, after viewing the proxy materials on the website provided in your Internet Availability Notice, call the toll- free number for telephone voting identified on the website. • Enter the control number on the proxy card, VIF, or Internet Availability Notice. • Follow the recorded instructions.	• Mark your selections on the enclosed proxy card or VIF. • Date and sign your name exactly as it appears on the proxy card or VIF. • Promptly return the proxy card or VIF in the enclosed postage- paid envelope so the proxy card or VIF is received before the deadline.
Deadline	• Registered Shareholders or Beneficial Owners — 11:59 p.m. Eastern Daylight Time on June 9, 2026 . • Participants in the Target 401(k) Plan — 6:00 a.m. Eastern Daylight Time on June 8, 2026 .

(1) Internet and Telephone voting is available 24 hours a day, seven days a week up to the applicable deadline. If you are a

Beneficial Owner holding shares outside of the Target 401(k) Plan, you may only vote by Internet and Telephone if your

broker, trustee, bank, or nominee makes those methods available to you. If you did not receive a proxy card or VIF and would

like to vote by mail, you must request a physical copy of the proxy materials, which will include a proxy card or VIF, by

visiting www.proxyvote.com , dialing 1-800-579-1639, or emailing [email protected] . If requesting a physical copy

of the proxy materials, please be prepared to provide your control number, which can be found in your Internet Availability

Notice.

Attending and voting at the 2026 Annual Meeting

To attend, vote, and submit questions during the 2026 Annual Meeting you must visit virtualshareholdermeeting.com/TGT2026 and

enter the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable. Shares held within

the Target 401(k) Plan may only be voted by the trustee pursuant to voting instructions received in advance of the 2026 Annual

Meeting , and may not be voted by a participant at the 2026 Annual Meeting .

Important: To attend the 2026 Annual Meeting you must have the 16-digit control number found on your proxy card, VIF, or

Internet Availability Notice, as applicable.

Questions and answers about the 2026 Annual Meeting

We encourage you to review the “Questions and answers about the 2026 Annual Meeting ” beginning on page 93 for answers to

common questions about the meeting, proxy materials, voting, and other related topics.

Thank you for your continued support.

Sincerely,

David L. Donlin
Corporate Secretary	Approximate Date of Mailing of Proxy Materials or Internet Availability Notice: April 27, 2026

Your vote is important. Thank you for voting.

TARGET CORPORATION 2026 Proxy Statement 5

Table of Contents

Table of contents

Letter from our Lead Independent Director	2
Notice of meeting and proxy summary	3
General information about corporate governance and the Board	6
Corporate governance highlights	6
Our directors	8
Board leadership structure	9
Board and shareholder meeting attendance	11
Committees	11
Core functions of the Board	14
Director independence	17
Policy on transactions with related persons	17
Business ethics and conduct	17
Shareholder engagement	18
Item one Election of directors	19
Election and nomination process	19
Board and Committee evaluations	20
Board refreshment and composition	21
Board education, outside affiliations, and skills	22
2026 nominees for director	24
Non-employee d irector compensation	31
Stock ownership information	33
Stock ownership guidelines	33
Beneficial ownership of directors and executive officers	35
Beneficial ownership of Target’s largest shareholders	36
Compensation & Human Capital Management Committee Report	37
Compensation Discussion and Analysis	37
Introduction	37
Executive summary	38
Our framework for executive compensation	44
Other benefit elements	52
Compensation governance	53
Compensation tables	58
Summary compensation table	58
Grants of plan-based awards in Fiscal 202 5	60

Outstanding equity awards at Fiscal 2025 year-end		61
Stock vested in Fiscal 202 5		62
Pension benefits for Fiscal 202 5		62
Nonqualified deferred compensation for Fiscal 202 5		63
Potential payments upon termination or change-in- control		64
Table of potential payments upon termination or change-in-control		65
Pay ratio disclosure		67
Pay versus performance disclosure		67
Equity compensation plan information		71
Management proposals		72
Item two	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm	72
Item three	Advisory approval of executive compensation (Say on Pay)	75
Item four	Approval of the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan	76
Shareholder proposals		84
Item five	Shareholder proposal requesting policy requiring the Board Chair to be an independent director	84
Item six	Shareholder proposal requesting a report on presence of pesticides in Target’s private label brands	87
Item seven	Shareholder proposal requesting a report on reducing plastic microfiber shedding	90
Questions and answers about the 2026 Annual Meeting		93
General information		93
Voting		93
Meeting details		96
Access to information		97
Communications		98
Forward-looking statements		99
Appendix A		A- 1
Amended and Restated Target Corporation 2020 Long-Term Incentive Plan		A- 1
Appendix B		B- 1
Commonly used or defined terms		B- 1

6 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

General information about

corporate governance and the

Board

Corporate governance highlights

Our core corporate governance practices are listed in the following table. In addition, we regularly evaluate our practices against

prevailing best practices and emerging and evolving topics identified through shareholder outreach, current literature, and

corporate governance organizations.

Practice	Description	Page(s)
Accountability to shareholders
Board evaluations and refreshment	The Board regularly evaluates its performance in a variety of ways. Those evaluations, changes in business strategy and operations, and anticipated director retirements are considered by the Governance & Sustainability Committee in determining desired skills for future Board members to supplement the general Board membership criteria in our Corporate Governance Guidelines.	20 - 24
Annual elections	All directors are elected annually, which reinforces our Board’s accountability to shareholders.	19
Majority voting standard	Our Articles of Incorporation require a “majority voting” standard in uncontested director elections—each director must receive more votes “For” their election than votes “Against” in order to be elected.	19
Director resignation policy	An incumbent director that does not meet the majority voting standard must promptly offer to resign. The Governance & Sustainability Committee will make a recommendation and the Board must act on the offer within 90 days and publicly disclose its decision and rationale.	19
Proxy access	Any shareholder or group of up to 20 shareholders owning 3% or more of Target common stock continuously for at least the previous three years may nominate and include in our proxy materials director nominees totaling up to the greater of 20% of the Board or at least two directors.	98
No poison pill	We do not have a poison pill.
10% special meeting threshold	Shareholders owning 10% or more of Target’s outstanding stock have the right to call a special meeting of shareholders.
Shareholder voting rights are proportionate to economic interests
Single voting class	Target common stock is the only class of voting shares outstanding.	93
One share, one vote	Each share of Target common stock is entitled to one vote.	93
Responsiveness to shareholders
Strong shareholder engagement program	We regularly engage with our shareholders, both large and small, on a variety of topics related to our business. As part of its shareholder engagement process, the Board seeks to understand the reasons for, and respond to, significant shareholder opposition to management proposals, as applicable.	18
Responses to shareholder proposals	The Board responds to shareholder proposals that receive significant support by either making the proposed changes or explaining why the actions were not taken through the shareholder engagement process, proxy statement disclosure, or other means.	7 1
Availability of independent directors	Target’s Lead Independent Director is expected to be available for direct communication with major shareholders, as appropriate.	9 , 18

TARGET CORPORATION 2026 Proxy Statement 7

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General information about corporate governance and the Board

Practice	Description	Page(s)
Strong, independent leadership
Independence	A majority of our directors must be independent. Currently, all of our directors other than our CEO and our Executive Chair of the Board are independent, and all of our Committees consist exclusively of independent directors.	12 , 17
Lead Independent Director	Whenever our Chair of the Board is not independent, our Bylaws and Corporate Governance Guidelines require a Lead Independent Director position with robust responsibilities to provide independent oversight of our CEO and Leadership Team.	9
Annual elections for Lead Independent Director and Chair	Both the Lead Independent Director and the Chair of the Board are elected annually by the independent directors, which ensures that the leadership structure is reviewed at least annually.	9
Committee membership and leadership rotations	The Governance & Sustainability Committee reviews and recommends Committee membership. The Board rotates Committee assignments periodically and seeks to rotate the Lead Independent Director position and Committee Chair assignments every four to six years.	9 - 11
Structures and practices enhance Board effectiveness
Composition	The composition of our Board represents broad perspectives, experiences, expertise, and knowledge relevant to our business.	19 , 24
Director tenure policies	Our director tenure policies include mandatory retirement at age 75 and a term limit of 15 consecutive years. These policies encourage Board refreshment and provide additional opportunities to maintain a balanced mix of perspectives and experiences.	21
Director maximum outside boards policy	Any director serving as a CEO of a public company is expected to serve on no more than two public company boards (including our Board), and other directors are expected to serve on no more than four public company boards (including our Board).	22
Director onboarding and continuing education	To enhance and expand the Board’s knowledge of the retail industry and topics relevant to its oversight responsibilities, we provide an extensive new director onboarding session. We also encourage our directors to participate in external continuing director education programs.	22
Strategy and risk oversight	We disclose how strategy and risk oversight is exercised at the Board level and how risk oversight responsibilities are allocated among the Board and its Committees.	14 - 16
Management development and succession planning	Our Board regularly reviews senior management development and succession planning, with more in-depth reviews regularly conducted by the Compensation & Human Capital Management Committee.	16
Sustainability — resiliency in our business model	We disclose how oversight responsibility for resiliency in our business model and related risks is allocated among the Board, its Committees, and management.	16
Information security, cybersecurity, and data privacy	We disclose how oversight responsibility related to information security, cybersecurity, and data privacy is allocated among the Board and its Committees, and provide information about our program and practices.	16
Executive compensation incentive structures are aligned with long-term strategy
Performance linked to long-term strategy drives incentive awards	The Compensation & Human Capital Management Committee has identified short- and long-term performance goals that align with Target’s strategy and has incorporated those goals into executive compensation plans to serve as drivers of incentive awards.	41
Communicating executive compensation to shareholders	The CD&A explains how performance goals drive our executive compensation plans and connect to Target’s long-term strategy.	37 - 57
Follow leading compensation practices	See “Target’s executive compensation practices.”	53

8 TARGET CORPORATION 2026 Proxy Statement

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General information about corporate governance and the Board

Our directors

Name	Age	Director since	Current or notable prior company	Title	Independent	Public boards (including Target)
David P. Abney	70	2021	United Parcel Service, Inc.	Former Chairman & CEO	Yes	3
Douglas M. Baker, Jr. (1)	67	2013	E2SG Partners, LP / Ecolab Inc.	Founding Partner / Former Chairman & CEO	Yes	2
George S. Barrett	71	2018	The Overtone Group L.L.C. / Cardinal Health, Inc.	Founder / Former Chairman & CEO	Yes	1
Gail K. Boudreaux	65	2021	Elevance Health, Inc.	President & CEO	Yes	2
Stephen B. Bratspies	58	2026	HanesBrands Inc.	Former CEO	Yes	2
Brian C. Cornell	67	2014	Target Corporation	Executive Chair of the Board	No	2
Robert L. Edwards	70	2015	Safeway Inc.	Former President & CEO	Yes	1
Michael J. Fiddelke	50	2026	Target Corporation	CEO	No	1
John R. Hoke III	61	2026	NIKE, Inc.	Former Chief Innovation Officer	Yes	2
Donald R. Knauss (1)	75	2015	The Clorox Company	Former Chairman & CEO	Yes	2
Christine A. Leahy	61	2021	CDW Corporation	Chair, President & CEO	Yes	2
Monica C. Lozano	69	2016	ImpreMedia, LLC	Former Chair & CEO	Yes	3
Grace Puma (1)	63	2022	PepsiCo, Inc.	Former Executive Vice President, Chief Operations Officer	Yes	3
Derica W. Rice	61	2020 (2)	CVS Health Corporation / CVS Caremark	Former Executive Vice President / Former President	Yes	4
Dmitri L. Stockton	62	2018	General Electric Company	Former Senior Vice President & Special Advisor to the Chairman	Yes	3

(1) Mr. Baker and Ms. Puma have decided not to seek re-election and will leave the Board when their current terms end at the

2026 Annual Meeting. In accordance with our tenure policies, Mr. Knauss will not stand for re-election and will leave the

Board when his current term ends at the 2026 Annual Meeting.

(2) Mr. Rice previously served on our Board from September 2007 to January 2018.

TARGET CORPORATION 2026 Proxy Statement 9

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General information about corporate governance and the Board

Board leadership structure

The Board chooses to maintain flexibility on whether the roles of Chair of the Board and CEO are combined or separate,

depending on which leadership structure best serves the evolving interests of Target and our shareholders. During Fiscal 2025, we

had a combined Chair of the Board and CEO leadership structure, with Mr. Cornell serving in both positions. Effective February 1,

2026, the Board separated the position of Chair of the Board from the position of CEO. Mr. Fiddelke assumed the role of CEO and

was appointed to our Board of Directors, and Mr. Cornell continued as Chair of the Board in an Executive Chair capacity.

The Board believes that separating the roles of Chair of the Board and CEO is appropriate given the company’s immediate

strategic and operational priorities. These positions have distinct roles and responsibilities, as outlined in further detail below. The

separated structure allows Mr. Fiddelke to focus on the business, including implementation of key initiatives, during the initial

phase of his CEO tenure, while Mr. Cornell’s service as Executive Chair allows the Board to continue to leverage his in-depth

knowledge of our business and industry during this transitional phase. Under our Corporate Governance Guidelines, no former

CEO is to serve on the Board for an extended time, with such timeframe to be determined by the Board based on individual

circumstances. The Board has not adopted any new policies about its leadership structure.

●	Appointment:
• Meeting agendas. Prepares agendas for Board meetings for review and approval by the Chair and the Lead Independent Director. • Board updates. Provides updates on our performance and key business developments. Keeps the Board informed between meetings with interim communications. • Board recruitment. Consults with the Chair of the Governance & Sustainability Committee on new Board member recruiting. • Company strategy and operations. Develops our company’s strategic vision for the Board’s review and leads strategy execution. Manages business operations. Anticipates and mitigates risk. • Team management. Manages our Leadership Team and assesses their performance. Recommends Leadership Team compensation for approval by the Compensation & Human Capital Committee. Responsible for management’s professional development and succession planning. • Principal company spokesperson. Serves as the voice of our company in all team communications. Represents our company in shareholder interactions, during analyst presentations, and with key stakeholders and external audiences.	Appointed by and reports to the Board and may be removed at any time by the Board.
Michael J. Fiddelke
Chief Executive Officer (Since February 1, 2026)

●	Annual election:
• Chair meetings. Presides at meetings of the Board as well as the annual meeting of shareholders. Organizes the work of the Board. • Meeting preparation. Reviews, discusses, and approves meeting schedules and agendas, subject to review by the Lead Independent Director. • Board and management communications. Fosters open dialogue. Advises CEO on communications and updates to the Board between meetings. • Advice and counsel. At the request of the CEO, advises on strategy development, operations and risks, and succession planning. Consults with the Governance & Sustainability Committee, the Lead Independent Director, and the CEO on director recruitment. • Evaluation participation. Provides input for CEO evaluation and, as requested by the Lead Independent Director, participates in such evaluation.	Elected annually by the independent directors. Service length: Under our Corporate Governance Guidelines, a former CEO should not serve on the Board for an extended time.
Brian C. Cornell
Executive Chair of the Board (Since February 1, 2026)

To further supplement this structure and provide independent oversight of our company, our Bylaws and Corporate Governance

Guidelines require that the Board appoint a Lead Independent Director if the Chair of the Board is not independent, as is currently

the case. The Lead Independent Director position complements the Chair of the Board’s role, providing leadership for the

independent directors and ensuring the independent directors have the necessary information and opportunities to fulfill their

oversight responsibilities.

The independent directors re-elected Ms. Leahy, who has served as Lead Independent Director since January 2025, to continue in

this role. As with other board leadership positions, the Lead Independent Director role is rotated on a regular basis. The Lead

10 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

General information about corporate governance and the Board

Independent Director’s defined roles and responsibilities, as detailed below, coupled with leadership of each Board Committee by

an independent director, ensures the independent directors have the ability to devote Board attention to any matter they deem

appropriate at any time without interference from management, including the Chair of the Board and the CEO.

●	Annual election:
• Convene meetings. Has the authority to convene meetings of the Board or independent directors at any time. • Preside at certain meetings. Presides at all meetings of the Board at which the Chair of the Board is not present, including executive sessions of independent directors at each regular meeting. • CEO performance review. Oversees the annual performance review of the CEO, with input from the other independent directors and, upon request of the Lead Independent Director, the Chair of the Board. • Director liaison. Represents the perspectives of the independent directors and provides feedback to the Chair of the Board and CEO. • Meeting schedules, agendas, and information. Reviews and approves meeting schedules, agendas, and information furnished to the Board to ensure that the Board has adequate time and information for discussion. • Shareholder engagement. Engages in consultation and direct communication with major shareholders, as appropriate. • Independent director expectations. Coordinates with the CEO to establish expectations for independent directors to consistently monitor Target’s operations and those of our competitors. • Composition and director succession planning. Consults with the Chair of the Board and the Governance & Sustainability Committee regarding Board and Committee composition, Committee Chair selection, the annual performance review of the Board and its Committees, and director succession planning.	Elected annually by the independent directors. Service length: As a guideline, the Lead Independent Director should serve in that capacity for no more than four to six years.
Christine A. Leahy
Lead Independent Director (Since 2025)

Our Corporate Governance Guidelines require that both the Chair of the Board and Lead Independent Director be elected annually

by the independent directors. The Board reevaluates its leadership structure at least annually as part of the Board evaluation

process described under “Board and Committee evaluations” on page 20 . The Board is committed to continuing to seek

shareholder feedback on its approach as part of its ongoing shareholder outreach efforts and will continue to reassess its Board

leadership structure on a regular basis.

TARGET CORPORATION 2026 Proxy Statement 11

Table of Contents

General information about corporate governance and the Board

Board and shareholder meeting attendance

The Board met seven times during Fiscal 2025 . All directors attended at least 94% of the aggregate total of meetings of the Board

and Committees on which the director served during the last fiscal year.

All twelve members of the Board at the time of our 2025 Annual Meeting were in attendance. The Board has a policy requiring all

directors to attend all annual meetings of shareholders, absent extraordinary circumstances.

Committees

Membership

Name	Audit & Risk	Compensation & Human Capital Management	Governance & Sustainability	Infrastructure & Finance
David P. Abney (1)	l			l
Douglas M. Baker, Jr.		l	l
George S. Barrett		l	C
Gail K. Boudreaux		l	l
Stephen B. Bratspies	l			l
Robert L. Edwards	l			l
John R. Hoke III		l	l
Donald R. Knauss		l		C
Christine A. Leahy		l	l
Monica C. Lozano		C	l
Grace Puma	l			l
Derica W. Rice	l			l
Dmitri L. Stockton	C		l
Meetings held in Fiscal 2025	8	5	5	5

C = Chair l = Member

(1) Mr. Abney was chosen to succeed Mr. Knauss as Chair of the Infrastructure & Finance Committee, effective June 2026. Mr.

Knauss will continue serving as a member of the Infrastructure & Finance Committee until the end of his current term at the

2026 Annual Meeting.

Determining composition and leadership

The Governance & Sustainability Committee is responsible for reviewing and recommending Committee membership. The Board

rotates Committee assignments periodically. The following considerations provide the framework for determining Committee

composition and leadership:

• the guideline for rotating Committee Chair assignments is four to six years of service;

• the Board seeks to have each independent director serve on two Committees;

• the Board considers a number of factors in deciding Committee composition, including individual director experience and

qualifications, prior Committee experience, and increased time commitments for directors serving as a Committee Chair or Lead

Independent Director; and

• the Corporate Governance Guidelines provide that if we have designated a Lead Independent Director that person also serves

as a member of the Governance & Sustainability Committee.

12 TARGET CORPORATION 2026 Proxy Statement

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General information about corporate governance and the Board

Information about our Committees

All members of each Committee are independent directors. Each Committee operates under a written charter, a current copy of

which is available on Target’s website, as described in Question 16 “How may I access or receive the proxy materials, other

periodic filings, key corporate governance documents, and other information?” on page 97 . In fulfilling the oversight and other

responsibilities delegated by the Board, each Committee:

• provides the Board with regular reports of its activities;

• has the sole authority to retain or terminate its consultants

and other advisors;

• receives appropriate funding to pay for necessary resources

and administrative expenses; and

• annually evaluates its performance.

Audit & Risk Committee
• Accounting and financial reporting. Accounting and financial reporting process, including the integrity of our financial statements and internal controls. • Independent auditor. Independent auditor engagement, qualifications, and independence. • Internal audit. Internal audit’s function, results, and assessment of our risk management processes. • Tax matters. Positions with respect to income and other tax obligations. • Committee report. “Report of the Audit & Risk Committee” on page 74 , describing the Audit & Risk Committee’s duties and activities. • Policy oversight. Policies and procedures related to oversight areas (including auditor independence matters, accounting and auditing complaints, and related party transactions). • Compliance and ethics. Compliance and ethics programs, monitoring, investigations, and remediation efforts, including reports of potential misconduct. • Enterprise risk management. Enterprise risk management programs, principal business and operational risks (including vendor risk management, cybersecurity and information security, data privacy, product and food safety, and business continuity and disaster recovery), and coordination of risk oversight with the Board and other Committees. • Supply chain corporate responsibility matters. Management’s efforts to instill responsible practices within Target’s supply chain in support of Target’s business.
Committee members Mr. Stockton (Chair) Mr. Abney Mr. Bratspies Mr. Edwards Ms. Puma Mr. Rice Number of meetings during Fiscal 2025 8
The Board has determined that all members of the Audit & Risk Committee satisfy the applicable audit committee independence requirements of the NYSE and the SEC. The Board has also determined that Mr. Stockton, Mr. Abney, Mr. Bratspies, Mr. Edwards, and Mr. Rice have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. The determination for each of Mr. Abney, Mr. Bratspies, Mr. Edwards, and Mr. Rice was based on experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or actively supervising a person holding one of those positions. For Mr. Stockton, the determination was based on his financial oversight experiences with General Electric Company. The Board also determined that Mr. Rice’s simultaneous service on the audit committees of four public companies will not impair his ability to effectively serve on the Audit & Risk Committee.

TARGET CORPORATION 2026 Proxy Statement 13

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General information about corporate governance and the Board

Compensation & Human Capital Management Committee
• Executive compensation program. Compensation philosophy, selection, and relative weightings of different compensation elements to balance risk, reward, and retention objectives, and the alignment of incentive compensation performance measures with our strategy. • CEO compensation. Goals, objectives, elements, and value for the CEO’s compensation, in consultation with independent members of the Board. • Other Leadership Team compensation. Compensation elements and value for all other members of our Leadership Team, including our Non-CEO NEOs. • Management development and succession planning. Senior management development, evaluation, and succession planning, including CEO succession planning. • Board compensation. Compensation provided to non-employee members of the Board. • Committee report. “Compensation & Human Capital Management Committee Report” on page 37 . • Compensation risk management. Risks associated with our compensation policies, practices, and incentives, and whether those policies and practices create material risks for Target. • Human capital management. Human capital matters with respect to our workforce, including broad-based compensation and benefits, culture, and Team Member engagement, growth, and development.
Committee members Ms. Lozano (Chair) Mr. Baker Mr. Barrett Ms. Boudreaux Mr. Hoke Mr. Knauss Ms. Leahy Number of meetings during Fiscal 2025 5
The Board has determined that all members of the Compensation & Human Capital Management Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC.

Governance & Sustainability Committee
• Corporate governance. Corporate governance structure and practices. • Director succession planning. Director succession planning reviews and identification, screening, and recruitment of individuals qualified to become Board members. • Board and Committee composition and leadership. Recommendations, in consultation with the Lead Independent Director, on overall composition of the Board and its Committees, and the selection of the Committee Chairs and the Lead Independent Director. • Board and Committee evaluations. Annual performance review of the Board and its Committees in consultation with the Lead Independent Director. • Sustainability matters. Overall approach to resiliency in our business model, philanthropy and community engagement, and social and political issues and risks from across the political spectrum not allocated to other Committees. • Public policy advocacy and political activities. Our policies and practices regarding public policy advocacy and political activities.
Committee members Mr. Barrett (Chair) Mr. Baker Ms. Boudreaux Mr. Hoke Ms. Leahy Ms. Lozano Mr. Stockton Number of meetings during Fiscal 2025 5

Governance & Sustainability Committee

• Corporate governance. Corporate governance structure and practices. • Director succession planning. Director succession planning reviews and identification, screening, and recruitment of individuals qualified to become Board members. • Board and Committee composition and leadership. Recommendations, in consultation with the Lead Independent Director, on overall composition of the Board and its Committees, and the selection of the Committee Chairs and the Lead Independent Director. • Board and Committee evaluations. Annual performance review of the Board and its Committees in consultation with the Lead Independent Director. • Sustainability matters. Overall approach to resiliency in our business model, philanthropy and community engagement, and social and political issues and risks from across the political spectrum not allocated to other Committees. • Public policy advocacy and political activities. Our policies and practices regarding public policy advocacy and political activities.

Committee members Mr. Barrett (Chair) Mr. Baker Ms. Boudreaux Mr. Hoke Ms. Leahy Ms. Lozano Mr. Stockton Number of meetings during Fiscal 2025 5

14 TARGET CORPORATION 2026 Proxy Statement

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General information about corporate governance and the Board

Infrastructure & Finance Committee
• Investment activity. Investment activity, including aligning investments with our strategy, and evaluating the effectiveness of investment decisions. • Infrastructure resources. Management’s resource allocation plans regarding infrastructure requirements. • Significant transactions. Management’s plans and strategies for significant transactions within the strategic framework reviewed by the Board, including level of investment, sources of financing, expected returns, and post-acquisition integration and performance of acquired businesses. • Financial matters. Financial policies and financial condition, including our liquidity position, funding requirements, ability to access the capital markets, interest rate exposures, and policies regarding return of cash to shareholders. • Financial risk management. Financial risk assessment process, management activities, and strategies, and use of third-party insurance and self-insurance strategies.
Committee members Mr. Knauss (Chair) Mr. Abney Mr. Bratspies Mr. Edwards Ms. Puma Mr. Rice Number of meetings during Fiscal 2025 5

Infrastructure & Finance Committee

• Investment activity. Investment activity, including aligning investments with our strategy, and evaluating the effectiveness of investment decisions. • Infrastructure resources. Management’s resource allocation plans regarding infrastructure requirements. • Significant transactions. Management’s plans and strategies for significant transactions within the strategic framework reviewed by the Board, including level of investment, sources of financing, expected returns, and post-acquisition integration and performance of acquired businesses. • Financial matters. Financial policies and financial condition, including our liquidity position, funding requirements, ability to access the capital markets, interest rate exposures, and policies regarding return of cash to shareholders. • Financial risk management. Financial risk assessment process, management activities, and strategies, and use of third-party insurance and self-insurance strategies.

Committee members Mr. Knauss (Chair) Mr. Abney Mr. Bratspies Mr. Edwards Ms. Puma Mr. Rice Number of meetings during Fiscal 2025 5

Core functions of the Board

The Board is responsible for overseeing Target’s business and affairs, which covers a wide range of activities that support Target’s

purpose to help all families discover the joy of everyday life. To provide you with a better understanding of how our Board meets

that responsibility, this section discusses some core functions our Board performs and how those functions oversee, support, and

relate to management’s roles and responsibilities.

Strategy oversight

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.

The Board has an important role in overseeing the

development, periodic review, and ongoing monitoring of our

strategy. With a strong overall strategy in place, the Board and

its Committees are focused on overseeing strategy execution

by:

• ensuring that Target has a high-performing Leadership

Team and appropriate resources to carry out the strategy;

and

• confirming that the primary risks to successfully executing

our strategy are appropriately identified and managed.

To support its strategy oversight role, at each regular meeting

the Board receives updates about our financial and strategic

performance, including the development and monitoring of

specific initiatives and their overall alignment with our strategy.

TARGET CORPORATION 2026 Proxy Statement 15

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General information about corporate governance and the Board

Risk oversight

Oversight of the various risks we face in implementing our strategy is an integral and continuous part of the Board’s oversight of

our business. The Board, each Committee, and management have specific roles and responsibilities with respect to those risks.

The Board and its Committees

The Board provides oversight of overall risks and seeks to

ensure that our Leadership Team has processes in place to

appropriately manage risk. Strategic risks are emphasized

within that overall risk oversight responsibility because they

are an integral and ongoing part of the Board’s oversight of

our business. For example, our principal strategic risks are

reviewed as part of the Board’s regular discussion and

consideration of our strategy. Similarly, at every meeting the

Board reviews the principal factors influencing our operating

results, including the competitive environment, and discusses

with our Leadership Team the major events, activities, and

challenges affecting Target.

The Audit & Risk Committee oversees our enterprise risk

management program and periodically reviews our approach

to risk identification, assessment, and mitigation strategies

with the Board to facilitate coordination with the activities of

the Board and other Committees. Management updates the

Audit & Risk Committee on risks to the business, as well as the

process for monitoring and mitigating risks, when applicable.

The Audit & Risk Committee also regularly receives updates on

key risk areas from other members of our Leadership Team

(and certain members of their teams with primary responsibility

for managing those risk areas), and regularly reviews legal and

regulatory risk, compliance, and ethics matters.

Under our existing Board leadership structure, the Lead

Independent Director plays an important role in supporting the

Board’s oversight of risks by reviewing and approving meeting

schedules, agendas, and information furnished to the Board.

The Committee Chairs do the same for their respective

Committees. The general risk oversight functions among the

Board and its Committees are provided below. For more detail

on the specific oversight and responsibilities of each

Committee, see pages 12 - 14 .

Board of Directors (1) — • Business strategy • CEO succession • Crisis management and response • Organizational team health		• Reputation management • Top enterprise risks
●	●	●	●
Audit & Risk Committee	Compensation & Human Capital Management Committee	Governance & Sustainability Committee	Infrastructure & Finance Committee
• Accounting and financial reporting • Compliance and ethics • Enterprise risk management • Cybersecurity and information security • Principal business and operational risks • Supply chain corporate responsibility matters	• Executive compensation program • Management development and succession • Workforce human capital management	• Board succession • Governance structure and practices • Sustainability practices • Public policy advocacy and political activities	• Capital expenditures • Financial matters • Infrastructure needs • Major expense commitments

(1) As part of its overall oversight role, the Board addresses certain aspects of matters that are primarily overseen by its

Committees.

Management

The primary responsibility for the identification, assessment,

and management of the various risks that we face belongs

with our Leadership Team and other members of

management.

Our CEO and his direct reports regularly discuss the

assessment and management of risks facing the business. The

Leadership Team and, when appropriate, the Board and its

Committees, are kept informed of the status of key risks facing

the business through regular updates from the legal,

16 TARGET CORPORATION 2026 Proxy Statement

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General information about corporate governance and the Board

compliance, and risk teams. Furthermore, our legal,

compliance, and risk teams provide regular updates to

management, the Board and its Committees, on legal and

regulatory risk, compliance, and ethics matters.

Our risk management capabilities are intended to increase the

likelihood of desired business outcomes. The different risk-

related roles and responsibilities, which are aligned and

coordinated using a common framework, are fulfilled by

different business functions as follows:

• Business teams. Define business objectives and desired

outcomes. Execute, oversee, and monitor day-to-day

business activities and risks, leveraging risk and compliance

tools and support as appropriate.

• Risk and compliance teams. Partner with business teams

to identify, assess, prioritize, treat, and monitor top

enterprise risks. Develop, help implement, monitor, and

evaluate processes, as appropriate, to enable business

teams’ oversight and day-to-day risk management.

• Internal audit. Directly overseen by the Audit & Risk

Committee. Provide independent assurance and risk

insights to instill confidence in Target’s programs and

processes and evaluate whether those programs and

processes will sustainably achieve intended outcomes.

Management development and succession planning

T he primary responsibilities of the Board include conducting a robust and thorough CEO succession planning process and

ensuring that Target has a high-performing Leadership Team. To meet that goal, the Board, the Compensation & Human Capital

Management Committee, and management share responsibility for management development and succession planning:

Responsible party	Oversight area for management development and succession planning
Board	Oversight of these topics as part of its overall oversight role, including regular meetings to discuss and advance CEO succession and transition planning, and reviews of management development and talent planning to maximize the pool of internal candidates who can assume top management positions without undue interruption.
Compensation & Human Capital Management Committee	Primary responsibility for organizational talent and development and management succession planning, including regular reviews of executive performance, potential, and succession planning with a deeper focus than the full Board review, emphasizing career development for high-potential members of management.
Management	The Chief Human Resources Officer, who is a member of our Leadership Team, and senior Human Resources leaders work with functional leaders across Target in developing and implementing programs to attract, assess, and develop management-level talent for possible future senior leadership positions, including those on our Leadership Team.

Sustainability and governance matters

Our sustainability and governance strategy is grounded in

driving resiliency and growth for our business, and creating

value for our shareholders. As we analyze which matters to

prioritize and evaluate as part of our sustainability strategy, we

engage with a broad and ever-changing group of stakeholders,

including our shareholders, guests, Team Members, and

vendors. The Board, the Governance & Sustainability

Committee, and management share responsibility for oversight

of our sustainability practices and related risks.

At the management level, our sustainability matters are led and

coordinated by our Vice President, Enterprise Sustainability,

who reports to a member of our Leadership Team and

regularly engages with the Governance & Sustainability

Committee and provides relevant information to the full Board.

In our annual Sustainability and Governance Report we

provide extensive information on different sustainability

matters and include appendices that organize and report the

information according to the most widely used reporting

standards and frameworks.

More information about our enterprise sustainability strategy

and our most recent report can be found on our website at

corporate.target.com/sustainability-governance/governance-

and-reporting/reporting-progress.

Information security, cybersecurity, and data privacy

Securing company systems, business information, and

personal information of our guests, Team Members, vendors,

and other third parties is important to us. We have systems in

place to:

• safely receive, protect, and store that information;

• collect, use, and share that information appropriately; and

• detect, contain, and respond to information security,

cybersecurity, and data privacy incidents.

TARGET CORPORATION 2026 Proxy Statement 17

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General information about corporate governance and the Board

While everyone at Target plays a part in information security,

cybersecurity, and data privacy, oversight responsibility is

provided by the Audit & Risk Committee. For additional

information regarding our cybersecurity risk management,

strategy, and governance and a related description of our

information security and data privacy practices, see Part I,

Item 1C, Cybersecurity of our 2025 Annual Report .

Director independence

The Board believes that a majority of its members should be

independent directors. The Board annually reviews all

relationships that directors have with Target to affirmatively

determine whether the directors are independent. If a director

has a material relationship with Target, that director is not

independent. The listing standards of the NYSE also detail

certain relationships that, if present, preclude a finding of

independence. The Board affirmatively determined that all

non-employee directors are independent. Mr. Cornell and Mr.

Fiddelke are employed by Target and therefore are not

independent.

In conjunction with this year’s independence determination,

the Board specifically considered that Ms. Leahy serves as

President & Chief Executive Officer of CDW Corporation, from

which we purchased supplies, merchandise, equipment,

software, servicing, repairs, and maintenance, and concluded

that this transaction did not impact her independence.

The transaction listed in this “Director independence” section

involved amounts that represented an immaterial percentage

of our, and the other entity’s, revenues, and were well below

the amounts that would preclude a finding of independence

under the NYSE listing standards. In addition, transactions

listed in this “Director independence” section are not related-

party transactions because none of the directors have a direct

or indirect material interest in the listed transactions.

Policy on transactions with related persons

The Board has adopted a written policy requiring that any

transaction: (a) involving Target, (b) in which one of our

directors, nominees for director, executive officers, or greater

than five percent shareholders, or their immediate family

members, have a direct or indirect material interest, and (c)

where the amount involved exceeds $120,000 in any fiscal

year, be approved by a majority of independent directors of

the full Board or by a designated Committee. The Board has

designated the Audit & Risk Committee as having

responsibility for reviewing and approving all such transactions

except those dealing with compensation of executive officers

and directors, or their immediate family members, in which

case it will be reviewed and approved by the Compensation &

Human Capital Management Committee.

In determining whether to approve any such transaction, the

independent directors or relevant Committee must consider, in

addition to other factors deemed appropriate, the material

facts of the transaction and whether the transaction is on

terms no less favorable to Target than those involving

unrelated parties. The Audit & Risk Committee must prohibit

any transaction it determines to be inconsistent with the

interests of Target and its shareholders. No director may

participate in any review or approval of any transaction if the

director, or the director’s immediate family member, is a party

to the transaction.

The Audit & Risk Committee approved one related party

transaction in accordance with this policy during Fiscal 2025 .

Donald Knauss, a non-employee director, has a son who is

employed as a sales representative by a supplier from which

Target purchases wholesale merchandise. Mr. Knauss’s son

represented the supplier in its relationship with Target

Corporation during Fiscal 2025 . We purchased approximately

$15 million of merchandise from the supplier in Fiscal 2025 ,

which represented less than 0.02% of our annual revenues.

Target’s decisions regarding purchases of merchandise from

its suppliers are made by Team Members in the merchandising

departments and no member of the Board has any input or

involvement in such decisions. The transaction involving Mr.

Knauss’s son did not affect Mr. Knauss’s independence and

the Board affirmatively determined that Mr. Knauss is

independent.

Business ethics and conduct

We are committed to conducting business ethically and

lawfully. All of our directors and executive officers, like all

Team Members, are required to act with honesty and integrity.

Our Code of Ethics, which applies to all Team Members,

including our executive officers and Chief Accounting Officer &

Controller, establishes expectations to guide ethical decision-

making, including putting ethics into action, working together,

maintaining trust, conducting business fairly, and safeguarding

what’s ours. Included within those topics is how we address

conflicts of interest, fair dealing, required information

disclosures and compliance with laws, rules and regulations,

and prompt reporting. Our Code of Ethics also describes the

means by which any Team Member can provide an

anonymous report of an actual or apparent violation of our

Code of Ethics.

Similarly, our directors are subject to a separate Code of

Ethics contained within our Corporate Governance Guidelines,

which is tailored to the unique role fulfilled by members of the

Board and addresses conflicts of interest, corporate

opportunities, maintaining confidentiality, compliance with

laws, fair dealing, and compliance procedures.

18 TARGET CORPORATION 2026 Proxy Statement

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General information about corporate governance and the Board

Our Code of Ethics applicable to all Team Members and our

Corporate Governance Guidelines containing the Code of

Ethics applicable to members of the Board are available on

Target’s website, as described in Question 16 “How may I

access or receive the proxy materials, other periodic filings,

key corporate governance documents, and other information?”

on page 97 . Any amendments to, or waivers of, any provision

of the applicable Code of Ethics involving our directors,

executive officers, Chief Accounting Officer & Controller, or

other persons performing similar functions are disclosed on

our website at corporate.target.com/sustainability-governance/

governance-and-reporting/corporate-governance.

Shareholder engagement

We regularly engage with our shareholders, both large and

small, to understand their perspectives and priorities, and we

communicate relevant feedback to appropriate internal

stakeholders for consideration. During Fiscal 2025, we

engaged with shareholders collectively owning over 30% of

our outstanding shares and involved our Lead Independent

Director and Chair of the Compensation & Human Capital

Management Committee in conversations as appropriate. The

principal topics of engagement since our 2025 Annual Meeting

included:

• CEO and leadership succession planning;

• Board leadership structure;

• Board refreshment and director skills;

• Team Member and community engagement;

• brand and reputation m anagement;

• new strategic priorities;

• our sustainability strategy, including how it drives our

business strategy and purpose; and

• our executive compensation program.

While we benefit from an ongoing dialogue with many of our

shareholders, we recognize that we have not communicated

directly with all of our shareholders. If you would like to engage

with us, please send correspondence to Target Corporation,

Attn: Investor Relations, 1000 Nicollet Mall, TPN-1320,

Minneapolis, Minnesota 55403 or email

[email protected].

TARGET CORPORATION 2026 Proxy Statement 19

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Item one Election of directors

Item of business	Board recommendation	Voting approval standard
Election of 12 director nominees named in the 2026 Proxy Statement .	The Board recommends that shareholders vote FOR each director nominee.	More votes “For” than “Against.” Abstentions and broker non-votes have no effect in calculating the required vote.

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

Election and nomination process

Governance principles

Our election process is backed by sound corporate

governance principles:

• all directors are elected annually;

• directors are elected under a “majority voting” standard in

uncontested elections—each director must receive more

votes “For” his or her election than votes “Against” in order

to be elected; and

• an incumbent director who is not re-elected under the

majority voting standard must promptly offer to resign. The

Governance & Sustainability Committee will make a

recommendation on the offer to the full Board, and the

Board must accept or reject the offer within 90 days and

publicly disclose its decision and rationale.

Board membership criteria and identifying candidates

Our Corporate Governance Guidelines provide general Board

membership criteria, including:

• directors are to have broad perspective, experience,

knowledge, and independent judgment, and a high degree

of interest and involvement;

• the Board as a whole should consist predominantly of

persons with strong business backgrounds that span

multiple industries; and

• the Board seeks directors who can bring different sets of

experiences and perspectives to the Board.

The Governance & Sustainability Committee is responsible for

recommending to the Board any additional criteria for

selecting director candidates; identifying, screening, and

recruiting candidates; and making director nomination

recommendations to the full Board. To determine desired skills

and qualifications to supplement the general Board

membership criteria, the Governance & Sustainability

Committee considers:

• changes in our business strategy or operating environment

and the future needs of the Board in light of anticipated

director retirements under our Board tenure policies; and

• input from the Board and feedback from our shareholders to

identify the backgrounds and skill sets that are desired.

The table on pages 23 - 24 provides the current key

characteristics of our business and desired skills for director

candidates for overseeing those business characteristics.

The Governance & Sustainability Committee may engage a

third-party search firm, as appropriate, to assist the

Committee with identifying candidates using the general Board

membership criteria and current desired skills described in this

section. In addition, the Governance & Sustainability

Committee considers candidates who are recommended by

shareholders, other Board members, the CEO, and our

Leadership Team against those same general Board

membership criteria and desired skills.

Any shareholder who wants to recommend a candidate for the

Governance & Sustainability Committee to consider

nominating for the 2027 Annual Meeting should submit a

written request and related information to our Corporate

Secretary no later than December 31, 2026 , in order to allow

for sufficient time to consider the recommendation.

Shareholders may also nominate director candidates directly if

they comply with our Bylaws, which are described in more

detail in Question 19 “How do I submit a proposal or nominate

a director candidate for the 2027 Annual Meeting ?” on

page 98 .

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Item one Election of directors

Board and Committee evaluations

Overview

The Governance & Sustainability Committee, in consultation

with the Lead Independent Director, annually leads an

evaluation reviewing the performance of the Board and its

Committees. The evaluation process seeks to obtain each

director’s assessment of the effectiveness of the Board, the

Committees and their leadership, Board and Committee

composition, and Board/management dynamics. As part of the

process, the Board evaluates individual director performance

through survey questions that seek to obtain candid feedback

about individual directors. Additionally, the Lead Independent

Director holds one-on-one conversations with each director to

discuss their survey responses. This annual evaluation has

occasionally been conducted by a third-party consultant, as

appropriate. Our Corporate Secretary’s Office administered

the most recent evaluation. This annual review process is

supplemented by regular one-on-one conversations between

the Lead Independent Director and each director to obtain

informal feedback throughout the year.

Annual review process

Evaluation planning	Director surveys	One-on-one interviews	Board and Committee discussions	Annual governance review
●
Governance & Sustainability Committee reviews the format and process for the annual evaluation, including the questions to be addressed	Survey completed by each director about the Board (including individual director performance) and the Committees on which the director served	Lead Independent Director completes one-on-one interviews with each director to seek additional information to supplement the survey responses	The full Board and each Committee meet to discuss the results	Governance & Sustainability Committee incorporates feedback from the evaluation process as part of its annual governance review

Actions

Over the past few years, the evaluation process has contributed to different enhancements to the Board and its Committees,

including:

• providing additional disclosure regarding our Board leadership structure and our policies and practices that facilitate effective,

independent leadership;

• managing Board composition and refreshment, which has resulted in the addition of two new directors who contribute to a

balanced tenure and a wealth of perspectives, experiences, expertise, and knowledge relevant to our business; and

• decreasing the director term limit to 15 consecutive years to promote board refreshment.

TARGET CORPORATION 2026 Proxy Statement 21

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Item one Election of directors

Board refreshment and composition

Tenure policies

The Board maintains tenure policies (contained in our Corporate Governance Guidelines) to encourage regular refreshment and

provide additional opportunities to add to the Board’s balanced mix of perspectives and experiences.

Term limit Directors may not serve on the Board for more than 15 consecutive years Mandatory retirement Directors must retire at the end of the term in which they reach age 75

Board composition highlights

Our Board’s current composition represents a balanced approach to tenure for our independent directors, allowing the Board to

benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors:

By years of service (1)	Average tenure of independent directors	Average age of independent directors
●	7.3 years	65.6 years

(1) Mr. Rice previously served on our Board from September 2007 to January 2018.

The Board values directors who can bring different sets of experiences and perspectives to the Board. The composition of the

Board’s current membership of 15 directors is consistent with a strong history of gender and racial/ethnic diversity on the Board.

Information about new directors

On January 21, 2026, the Board elected John R. Hoke III and Stephen B. Bratspies to the Board, effective March 1, 2026 and

April 1, 2026, respectively. Mr. Hoke and Mr. Bratspies were each identified as candidates by an independent search firm retained

by the Governance & Sustainability Committee to assist with identifying, screening, and evaluating candidates for the Board. After

they were identified, management reviewed their eligibility and the Governance & Sustainability Committee evaluated them using

the considerations and process set forth on page 19 before recommending their election to the full Board.

22 TARGET CORPORATION 2026 Proxy Statement

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Item one Election of directors

Board education, outside affiliations, and skills

Director onboarding and continuing education

To enhance and expand the Board’s knowledge of the retail

industry and topics relevant to its oversight responsibilities, we

provide an extensive new director onboarding session with key

executives that informs new directors about Target’s business

and significant operational, financial, human capital, and risk

management matters. Additionally, the Board and individual

directors periodically participate in site visits to Target stores

and supply chain facilities, and they are also expected to

regularly visit our principal competitors’ stores for comparison

purposes. We also encourage our directors to participate in

external continuing director education programs and provide

reimbursement of program costs.

Director outside affiliations

Our Corporate Governance Guidelines provide that any

director serving as a CEO of a public company is expected to

serve on no more than two public company boards (including

our Board), and other directors are expected to serve on no

more than four public company boards (including our Board).

Pursuant to the Corporate Governance Guidelines, directors

are required to seek the consent of the Chair of the Board prior

to serving on another for-profit company board of directors,

whether public or private. In reviewing any such request,

consideration is given to the director’s time commitments

related to other boards and to Target, the potential for any

conflicts with the director’s duties to Target, and any other

factors deemed relevant.

TARGET CORPORATION 2026 Proxy Statement 23

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Item one Election of directors

Independent director skills and composition matrix

The Board believes that its members’ collective backgrounds,

skills, and experiences make it well-qualified to exercise

oversight responsibilities on behalf of Target’s shareholders.

The following tables describe key characteristics of our

business, desired skills for overseeing those business

characteristics, and director qualifications for possessing

those skills for each independent member of our Board

nominated for election at the 2026 Annual Meeting . As

described on page 19 , the Governance & Sustainability

Committee uses the general Board membership criteria listed

in our Corporate Governance Guidelines, along with the

desired skills and qualifications listed in the following table, to

identify, screen, and recruit director candidates and make

director nomination recommendations to the full Board.

Target’s business characteristics	Desired skill	Director qualifications for possessing the skill
Target is a large retailer that offers everyday essentials and on-trend, differentiated merchandise at discounted prices in stores and through digital channels.	Retail industry experience	Executive officer level experience or service on the board of directors at a large retail or consumer products company.
Target’s scale and complexity requires strong leadership to align our team, technology, and operations across many areas, including marketing, merchandising, design, supply chain, fulfillment, real estate, and finance.	Senior leadership	Experience in an executive officer level role or senior government leadership role.
Our brand and focus on style and design are the cornerstones of our strategy to offer a preferred shopping experience for our guests that differentiates us in the marketplace.	Marketing / Design / Brands	Executive officer level experience in design, merchandising, marketing, or managing well-known brands or the types of consumer products we sell, or service on the board of directors of a marketing, design-led, or consumer products company.
We have a large and global workforce, which represents one of our key resources, as well as one of our largest operating expenses.	Human capital management	Executive officer level experience managing a large or global workforce or experience on a board of directors overseeing those functions.
Leveraging our stores-as-hubs to efficiently provide an engaging, convenient, safe, and differentiated shopping experience for guests, whether they purchase online or physically in-store, requires significant capital deployment, a large network of facilities and real estate, and effective resource allocation to support our business and infrastructure needs at scale.	Capital deployment	Experience with capital deployment for business operations, real estate transactions or property management, or mergers and acquisitions; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions.
Our business involves sourcing merchandise domestically and internationally from numerous vendors and distributing it through our fulfillment network.	Global supply chain	Executive officer level experience or service on the board of directors of a company with global supply chain operations.
Maintaining and enhancing our relevancy to deepen our engagement with guests requires the use and deployment of digital tools and technology, including through the use of artificial intelligence (AI), to support many aspects of our operations, including loyalty programs, merchandising, and fulfillment.	Digital tools / Technology	Experience in digital platforms, digital media, data analytics, or AI technologies and management; actively supervising someone performing similar functions; or service on the board of directors of a digital platforms, digital media, data analytics, or technology company.
Securing and appropriately handling the information we receive and store about our guests, Team Members, vendors, and other third parties is important to us.	Information security / Data privacy	Experience in information security, cybersecurity, or data privacy; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions.
We are a large public company with a disciplined approach to financial management and accurate disclosure.	Financial management	Qualification as an “audit committee financial expert” under applicable SEC rules; executive officer level experience in financial management, reporting, or planning and analysis; or experience on a board of directors overseeing any of those finance functions.
We are subject to a variety of risks and seek to identify, assess, and manage those risks for the long-term success of our business and to meet our legal and regulatory obligations.	Risk management	Executive officer level experience in enterprise risk management; actively supervising someone performing similar functions; or service on a board of directors overseeing those functions.

24 TARGET CORPORATION 2026 Proxy Statement

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Item one Election of directors

Target’s business characteristics	Desired skill	Director qualifications for possessing the skill
To be successful, we must preserve, grow, and leverage the value of our reputation with our guests, Team Members, vendors, and our shareholders and appropriately respond to crisis events affecting them.	Reputation management	Experience in community relations, public service, government affairs, corporate governance, or crisis response; actively supervising someone performing similar functions; or service on a board of directors overseeing any of those functions.
We seek to identify and assess the sustainability and governance matters that will help fortify our business and drive growth and value creation for our business and our shareholders.	Sustainability and governance	Experience in strategies supporting business resiliency matters and long-term value creation; actively supervising someone performing similar functions; or service on a board of directors overseeing business resiliency matters.

Desired skill	Mr. Abney	Mr. Barrett	Ms. Boudreaux	Mr. Bratspies	Mr. Edwards	Mr. Hoke	Ms. Leahy	Ms. Lozano	Mr. Rice	Mr. Stockton
Retail industry experience				l	l	l			l
Senior leadership	l	l	l	l	l	l	l	l	l	l
Marketing / Design / Brands	l			l		l		l		l
Human capital management	l	l	l	l	l		l	l	l	l
Capital deployment	l	l	l	l	l				l	l
Global supply chain	l	l		l	l	l	l		l
Digital tools / Technology			l	l		l		l
Information security / Data privacy	l		l		l		l		l	l
Financial management	l	l	l	l	l	l	l	l	l	l
Risk management	l	l	l	l	l		l	l	l	l
Reputation management	l	l	l		l		l	l	l	l
Sustainability and governance	l	l	l	l		l	l	l	l	l

Self-identified gender
Female			l				l	l
Male	l	l		l	l	l		l	l
Self-identified race/ethnicity
White	l	l	l	l	l	l	l
Black/African American								l	l
Hispanic/Latino								l

2026 nominees for director

After considering the recommendations of the Governance &

Sustainability Committee, the Board has set the number of

directors at 12 and nominated all current directors to stand for

re-election, except for Douglas M. Baker, Jr., Donald R.

Knauss, and Grace Puma, who will depart the Board when

their respective current terms conclude at the 2026 Annual

Meeting. The Board believes that each of these nominees is

qualified to serve as a director of Target and, in addition to the

skills listed in the tables on pages 23 - 24 , the specific

qualifications of each nominee that were considered by the

Board follow each nominee’s biographical description. We

believe that all nominees will be able and willing to serve if

elected. However, if any nominee should become unable or

unwilling to serve for any reason, proxies may be voted for

another person nominated as a substitute by the Board, or the

Board may reduce the number of directors .

TARGET CORPORATION 2026 Proxy Statement 25

Table of Contents

Item one Election of directors

●
David P. Abney
Age 70 Director since 2021 Independent
Committees • Audit & Risk • Infrastructure & Finance
Other public company boards
Current Freeport-McMoRan Inc. Northrop Grumman Corporation	Within past five years Macy’s, Inc.	Other past boards Allied Waste Industries, Inc. Johnson Controls International plc United Parcel Service, Inc.

●
George S. Barrett
Age 71 Director since 2018 Independent
Committees • Governance & Sustainability (Chair) • Compensation & Human Capital Management
Other public company boards
Current None	Within past five years Montes Archimedes Acquisition Corp.	Other past boards Cardinal Health, Inc. Eaton Corporation plc

26 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Item one Election of directors

●
Gail K. Boudreaux
Age 65 Director since 2021 Independent
Committees • Compensation & Human Capital Management • Governance & Sustainability
Other public company boards
Current Elevance Health, Inc.	Within past five years Zimmer Biomet Holdings, Inc.	Other past boards Genzyme Corporation Novavax, Inc. Xcel Energy, Inc.

●
Stephen B. Bratspies
Age 58 Director since 2026 Independent
Committees • Audit & Risk • Infrastructure & Finance
Other public company boards
Current The Clorox Company	Within past five years HanesBrands Inc.	Other past boards None

TARGET CORPORATION 2026 Proxy Statement 27

Table of Contents

Item one Election of directors

●
Brian C. Cornell
Age 67 Director since 2014 Executive Chair of the Board since 2026
Committees • None
Other public company boards
Current Yum! Brands, Inc.	Within past five years None	Other past boards The Home Depot, Inc. OfficeMax Inc. Polaris Industries Inc.

●
Robert L. Edwards
Age 70 Director since 2015 Independent
Committees • Audit & Risk • Infrastructure & Finance
Other public company boards
Current None	Within past five years None	Other past boards Blackhawk Network Holdings, Inc. Flextronics International Ltd. KKR Financial Holdings LLC Safeway Inc. Spansion Inc.

28 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Item one Election of directors

●
Michael J. Fiddelke
Age 50 Director since 2026
Committees • None
Other public company boards
Current None	Within past five years None	Other past boards None

●
John R. Hoke III
Age 61 Director since 2026 Independent
Committees • Compensation & Human Capital Management • Governance & Sustainability
Other public company boards
Current MillerKnoll, Inc.	Within past five years None	Other past boards None

TARGET CORPORATION 2026 Proxy Statement 29

Table of Contents

Item one Election of directors

●
Christine A. Leahy
Age 61 Director since 2021 Lead Independent Director since 2025
Committees • Compensation & Human Capital Management • Governance & Sustainability
Other public company boards
Current CDW Corporation	Within past five years None	Other past boards None

●
Monica C. Lozano
Age 69 Director since 2016 Independent
Committees • Compensation & Human Capital Management (Chair) • Governance & Sustainability
Other public company boards
Current Apple Inc. Bank of America Corporation	Within past five years None	Other past boards The Walt Disney Company Tenet Healthcare Corporation

30 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Item one Election of directors

●
Derica W. Rice
Age 61 Director since 2020 Independent
Committees • Audit & Risk • Infrastructure & Finance
Other public company boards
Current Bristol-Myers Squibb Company The Carlyle Group Inc. The Walt Disney Company	Within past five years None	Other past boards Target Corporation (1)

(1) Mr. Rice previously served on our Board from September 2007 to January 2018.

●
Dmitri L. Stockton
Age 62 Director since 2018 Independent
Committees • Audit & Risk (Chair) • Governance & Sustainability
Other public company boards
Current Deere & Company Ryder System, Inc.	Within past five years Smurfit WestRock plc Stanley Black & Decker, Inc.	Other past boards Synchrony Financial

The Board recommends that shareholders vote For each of the nominees named above for election to our Board.

TARGET CORPORATION 2026 Proxy Statement 31

Table of Contents

Item one Election of directors

Non-employee director compensation

Our philosophy with respect to non-employee director

compensation is to align the interests of non-employee

directors with the interests of our shareholders and to provide

market competitive compensation commensurate with the

work required to serve on Target’s Board. In developing

compensation recommendations for directors, our external

compensation consultant, Semler Brossy, relies on its

understanding of Target’s business and compensation

programs, as well as retail and general industry peer group

benchmarking. Peer group comparisons are determined by

use of compensation data obtained by our internal executive

compensation team from publicly available proxy statements

and analyzed by Semler Brossy. For more information about

our peer groups, see page 54 . We do not pay any Team

Member who also serves on Target’s Board any additional

compensation for serving on Target’s Board. Currently, Brian

C. Cornell, our Executive Chair of the Board, and Michael J.

Fiddelke, our CEO, are the only directors who are Team

Members. For information about their compensation, please

see the CD&A beginning on page 37 and the compensation

tables beginning on page 58 .

In November of each year, Semler Brossy provides an

independent recommendation for non-employee director

compensation for the following year to the Compensation &

Human Capital Management Committee for approval. To

remain competitive with our retail and industry peer group, the

Compensation & Human Capital Management Committee

approved the following changes to non-employee director

compensation in Fiscal 2025 :

• An increase of the annual compensation amount

from $310,000 to $320,000; and

• An increase from $35,000 to $50,000 for the Lead

Independent Director.

General description of non-employee director compensation

Our non-employee director compensation program allows directors to choose one of two forms of annual compensation:

• a combination of cash and RSUs; or

• RSUs only.

For Fiscal 2025 , e ach form under the compensation program was intended to provide $320,000 in value to non-employee directors

as follows:

	Cash	RSUs
Combination (Cash and RSUs)	$120,000	$200,000
RSUs Only	$0	$320,000

The forms of annual compensation have the following terms:

• The cash retainer is paid pro-rata in quarterly installments. Directors may defer receipt of all or a portion of any cash retainer into

the DDCP. Deferrals earn market returns based on the investment alternatives chosen by them from the funds offered by the

Target 401(k) Plan, except that the DDCP alternatives also include a Target common stock fund.

• RSUs are granted in March each year and vest quarterly in the fiscal year they are granted. Vested RSUs are converted to

shares of Target common stock immediately following a director’s departure from the Board. Dividend equivalents are accrued

on RSUs in the form of additional RSUs, subject to the same conditions as the underlying RSUs, and converted to shares if and

after the underlying RSUs are converted to shares.

New directors also receive a one-time grant of RSUs with a $50,000 grant date fair value upon joining the Board, as well as a

pro ‑ rated portion of the annual compensation based on the date they joined the Board using the same forms of compensation

described under “Combination (Cash and RSUs)” in the table at the beginning of this section.

The Lead Independent Director and Committee Chairs receive additional compensation for those roles, which is paid: (a) in cash if

the director elects a combination of cash and RSUs, or (b) in RSUs if the director elects all RSUs. For Fiscal 2025 , the additional

compensation for the roles of Lead Independent Director and Committee Chairs was as follows:

Role	Amount
Lead Independent Director	$50,000
Audit & Risk Chair	$25,000
Compensation & Human Capital Management Chair	$25,000
Governance & Sustainability Chair	$25,000
Infrastructure & Finance Chair	$25,000

32 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Item one Election of directors

Non-employee director compensation table

Name (1)	Fees earned or paid in cash	Stock awards (2)(3)	Total (4)
David P. Abney	$120,000	$200,006	$320,006
Douglas M. Baker, Jr.	$120,000	$200,006	$320,006
George S. Barrett (5)	$0	$345,041	$345,041
Gail K. Boudreaux	$0	$320,053	$320,053
Robert L. Edwards	$120,000	$200,006	$320,006
Donald R. Knauss (5)	$145,000	$200,006	$345,006
Christine A. Leahy	$0	$370,028	$370,028
Monica C. Lozano (5)	$145,000	$200,006	$345,006
Grace Puma	$120,000	$200,006	$320,006
Derica W. Rice	$0	$320,053	$320,053
Dmitri L. Stockton (5)	$145,000	$200,006	$345,006

(1) Stephen B. Bratspies and John R. Hoke III were elected to the Board effective in Fiscal 2026 and therefore did not receive any

compensation during Fiscal 2025.

(2) Amounts represent the aggregate grant date fair value of awards that were granted in Fiscal 2025 , as computed in

accordance with FASB ASC Topic 718, Stock Compensation. See Note 23, Share-Based Compensation, in the 2025 Annual

Report for a description of our accounting and the assumptions used. Details on the stock awards granted during Fiscal 2025 ,

all of which are RSUs, are as follows:

Name	Stock awards
	# of units	Grant date fair value
Mr. Abney	1,841	$200,006
Mr. Baker	1,841	$200,006
Mr. Barrett	3,176	$345,041
Ms. Boudreaux	2,946	$320,053
Mr. Edwards	1,841	$200,006
Mr. Knauss	1,841	$200,006
Ms. Leahy	3,406	$370,028
Ms. Lozano	1,841	$200,006
Ms. Puma	1,841	$200,006
Mr. Rice	2,946	$320,053
Mr. Stockton	1,841	$200,006

(3) At fiscal year-end, none of the directors held any outstanding unvested RSUs.

(4) In addition to the amounts reported, all directors also receive a 10% Target merchandise discount and a 20% discount on

select wellness products, both during active service and following retirement. Non-employee directors are also provided with

$100,000 of accidental death life insurance and digital privacy security coverage while serving on the board.

(5) The following directors received additional compensation in Fiscal 2025 for their roles as Committee Chairs and, in the case of

Ms. Leahy, as Lead Independent Director. The additional compensation is reflected in “Fees earned or paid in cash” and/or

“Stock awards” based on the form of annual compensation selected by the director as described under the heading “General

description of non-employee director compensation.”

Name	Role during Fiscal 2025
Ms. Leahy	Lead Independent Director
Ms. Lozano	Compensation & Human Capital Management Chair
Mr. Stockton	Audit & Risk Chair
Mr. Barrett	Governance & Sustainability Chair
Mr. Knauss	Infrastructure & Finance Chair

TARGET CORPORATION 2026 Proxy Statement 33

Table of Contents

Stock ownership information

Stock ownership guidelines

Stock ownership that must be disclosed in the 2026 Proxy

Statement includes shares directly or indirectly owned and

shares issuable that the person has the right to acquire within

60 days. Our stock ownership guidelines vary from the SEC’s

required ownership disclosure by including share equivalents

held under deferred compensation arrangements as well as

unvested RSUs and PBRSUs at the minimum share payout.

We believe our stock ownership guidelines for our directors

and members of our Leadership Team are aligned with

shareholders’ interests because the guidelines reflect equity

that has economic exposure to both upside and downside risk.

Ownership guidelines by position — Directors	CEO	Other Leadership Team
5x annual cash retainer	7x base salary	3x base salary

Equity used to meet stock ownership guidelines — Yes	• Outstanding shares that the person beneficially owns or is deemed to beneficially own, directly or indirectly, under the federal securities laws. • PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level) and RSUs, whether vested or unvested. • Deferred compensation amounts that are indexed to Target common stock, but ultimately paid in cash.	No	• PSUs because their minimum share payout is 0% of the at-goal payout level.

All directors and members of our Leadership Team are

expected to achieve the required levels of ownership under our

stock ownership guidelines before the end of the fifth full fiscal

year occurring after their election or appointment. If a director

or member of our Leadership Team has not satisfied the

ownership guideline amounts on the Compliance Date, they

must retain all shares acquired on the vesting of equity awards

or the exercise of stock options (in all cases net of exercise

costs and taxes) until the required level of ownership is

achieved. In addition, if a member of our Leadership Team is

below the ownership guideline amounts before the

Compliance Date, they must retain at least 50% of all shares

acquired on the vesting of equity awards or the exercise of

stock options (in all cases net of exercise costs and taxes) until

the required level of ownership is achieved.

34 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Stock ownership information

The following table shows the holdings of our current directors and our NEOs employed at the end of Fiscal 2025 recognized for

purposes of our stock ownership guidelines as of April 8, 2026 and the respective ownership guidelines calculations.

	RSUs & PBRSUs	Share equivalents	Other shares held (1)	Total stock ownership for guidelines (# of shares) (1)	Stock ownership guidelines calculation
Directors					Multiple of annual cash retainer (2)
David P. Abney	6,319	0	0	6,319	6.5
Douglas M. Baker, Jr.	38,723	0	3,895	42,618	43.7
George S. Barrett	20,434	0	0	20,434	21.0
Gail K. Boudreaux	9,510	0	0	9,510	9.8
Stephen B. Bratspies (3)	1,791	0	0	1,791	1.8
Robert L. Edwards	23,354	0	10,000	33,354	34.2
John R. Hoke III (3)	1,956	0	50	2,006	2.1
Donald R. Knauss	23,354	0	12,458	35,812	36.7
Christine A. Leahy	11,016	0	0	11,016	11.3
Monica C. Lozano	21,181	0	0	21,181	21.7
Grace Puma	6,292	0	315	6,607	6.8
Derica W. Rice	11,940	0	0	11,940	12.3
Dmitri L. Stockton	19,695	0	0	19,695	20.2
NEOs employed at the end of Fiscal 2025 (4)					Multiple of base salary (2)
Brian C. Cornell	133,506	11,017	243,766	388,289	34.1
Jim Lee	81,255	0	8,871	90,126	13.1
Michael J. Fiddelke	57,862	0	66,928	124,790	14.0
Richard H. Gomez	14,454	0	124,890	139,344	20.2
Melissa K. Kremer	36,491	0	35,654	72,145	11.1

(1) The “Total stock ownership for guidelines” calculation, like the required disclosure of “Total shares beneficially owned” on

page 35 , includes “Other shares held” but differs by including (i) share equivalents that are held under deferred compensation

arrangements and (ii) RSUs and PBRSUs (at their minimum share payout, which is 75% of the at-goal payout level), whether

vested or unvested, even if they will be converted into common stock more than 60 days from April 8, 2026.

(2) Based on closing stock price of $123.12 as of April 8, 2026 and the titles and annual cash retainer or base salary, as

applicable, in effect as of the end of Fiscal 2025 .

(3) Mr. Bratspies and Mr. Hoke joined the Board on April 1, 2026 and March 1, 2026, respectively, and therefore have five years

to meet the required stock ownership level.

(4) As previously disclosed, Amy Tu departed effective June 1, 2025, and is no longer subject to our stock ownership guidelines.

TARGET CORPORATION 2026 Proxy Statement 35

Table of Contents

Stock ownership information

Beneficial ownership of directors and executive

officers

The following table includes information about the shares of Target common stock (our only outstanding class of equity securities)

which are beneficially owned on April 8, 2026 or which the person has the right to acquire within 60 days of that date for each

director, each NEO in the “Summary compensation table” on page 58 , and all current Target directors and executive officers as a

group.

Directors	Shares issuable within 60 days (1)	Other shares held	Total shares beneficially owned (2)
David P. Abney	5,062	0	5,062
Douglas M. Baker, Jr.	37,466	3,895	41,361
George S. Barrett	18,266	0	18,266
Gail K. Boudreaux	7,499	0	7,499
Stephen B. Bratspies	449	0	449
Robert L. Edwards	22,097	10,000	32,097
John R. Hoke III	490	50	540
Donald R. Knauss	22,097	12,458	34,555
Christine A. Leahy	8,691	0	8,691
Monica C. Lozano	19,924	0	19,924
Grace Puma	5,035	315	5,350
Derica W. Rice	9,929	0	9,929
Dmitri L. Stockton	17,527	0	17,527
NEOs
Brian C. Cornell	0	243,766	243,766
Jim Lee	0	8,871	8,871
Michael J. Fiddelke	0	66,928	66,928
Richard H. Gomez	0	124,890	124,890
Melissa Kremer	0	35,654	35,654
Amy Tu	0	0	0
All current directors and executive officers
As a group (20 persons)	174,532	421,345 (3)	595,877

(1) Includes shares of common stock that the named individuals may acquire on or before June 7, 2026 pursuant to the

conversion of vested RSUs into common stock.

(2) All directors and executive officers as a group own less than 1% of Target’s outstanding common stock. The persons listed

have sole voting and investment power with respect to the shares listed.

(3) Includes shares of common stock owned by executive officers in the Target 401(k) Plan as of April 8, 2026.

36 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Stock ownership information

Beneficial ownership of Target’s largest

shareholders

The following table includes certain information about each person or entity known to us to be the beneficial owner of more than

five percent of our common stock :

Name and address of >5% beneficial owner	Number of common shares beneficially owned	Percent of class (1)
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, Massachusetts 02114	36,011,453 (2)	7.9 %
BlackRock, Inc. 50 Hudson Yards New York, New York 10001	32,466,320 (3)	7.2 %

(1) Based on shares outstanding on April 8, 2026.

(2) State Street Corporation (State Street), as a parent holding company, reported its direct and indirect beneficial ownership in

various fiduciary capacities (including as trustee under the Target 401(k) Plan) on a Schedule 13G/A filed with the SEC on

January 30, 2024. The filing indicates that as of December 31, 2023, State Street had sole voting power for 0 shares, shared

voting power for 27,464,905 shares, sole dispositive power for 0 shares, shared dispositive power for 35,979,097 shares, and

aggregate beneficial ownership of 36,011,453 shares and that State Street Global Advisors Trust Company (SSgA Trust), a

subsidiary of State Street, had sole voting power for 0 shares, shared voting power for 4,786,764, sole dispositive power for

0 shares, shared dispositive power for 23,489,941 shares, and aggregate beneficial ownership of 23,490,841 shares. Based

on that information, SSgA Trust is also a beneficial owner of more than five percent of our common stock, holding 5.2% of

Target’s outstanding common shares.

(3) BlackRock, Inc. (BlackRock), as a parent holding company, reported its direct and indirect beneficial ownership on a

Schedule 13G/A filed with the SEC on January 26, 2024. The filing indicates that as of December 31, 2023, BlackRock had

sole voting power for 28,914,725 shares, shared voting power for 0 shares, sole dispositive power for 32,466,320 shares,

shared dispositive power for 0 shares, and aggregate beneficial ownership of 32,466,320 shares.

TARGET CORPORATION 2026 Proxy Statement 37

Table of Contents

Compensation & Human Capital

Management Committee Report

The Compensation & Human Capital Management Committee has reviewed and discussed the following CD&A with management.

Based on this review and discussion, the Compensation & Human Capital Management Committee recommended to the Board

that the CD&A be included in the 2025 Annual Report and the 2026 Proxy Statement .

Compensation & Human Capital Management Committee

Monica C. Lozano, Chair

Douglas M. Baker, Jr.

George S. Barrett

Gail K. Boudreaux

Donald R. Knauss

Christine A. Leahy

Compensation Discussion and

Analysis

Introduction

This CD&A focuses on how our NEOs were compensated for Fiscal 2025 and how their Fiscal 2025 compensation aligned with our

pay for performance philosophy. Brian Cornell served as Target’s CEO for the full duration of Fiscal 2025 and transitioned to

Executive Chair effective February 1, 2026. Michael Fiddelke was appointed to CEO starting in Fiscal 2026.

For Fiscal 2025 our N EOs we re:

Name and principal position	Executive Chair & Former Chief Executive Officer
Jim Lee	Executive Vice President & Chief Financial Officer
Michael J. Fiddelke	Current Chief Executive Officer and Former Executive Vice President & Chief Operating Officer
Richard H. Gomez (1)	Former Executive Vice President & Chief Commercial Officer
Melissa K. Kremer	Executive Vice President & Chief Human Resources Officer
Amy Tu (2)	Former Executive Vice President & Chief Legal & Compliance Officer

(1) As previously disclosed, Mr. Gomez departed effective April 17, 2026.

(2) As previously disclosed, Ms. Tu departed effective June 1, 2025.

CD&A table of contents	38
Our framework for executive compensation	44
Other benefit elements	52
Compensation governance	53

38 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

Executive summary

In the face of multiple challenges, our 2025 top and bottom-line results were below our expectations. Net Sales and Operating

Income decreased 1.7% and 8.1%, respectively. Even with these pressures, our gross margin rate held up remarkably well, as our

team demonstrated agility in navigating a dynamic tariff environment to protect our value proposition for our guests. In addition, we

saw Digital Comparable Sales growth of 3.1%, and non-merchandise sales grew 18.2%. Our incentive programs and outcomes

represent our commitment to aligning pay to both short and long-term performance.

While we remain focused on business results, our Team Members are the center of our strategy and business success, and help us

meet the evolving needs of our guests and business year after year. We invest in their growth and well-being through competitive

pay, comprehensive benefits, and resources that support their families, education, and financial security. These offerings include

market-leading starting wages, accessible health and wellness programs, family care benefits, tuition-free education, and robust

savings and discount programs.

We continue to invest in our business and communities, as illustrated in the “Financial performance metrics for Fiscal 2025” on

page 39 .

CEO transition

Mr. Fiddelke succeeded Mr. Cornell, who was appointed to the role of Executive Chair effective February 1, 2026. Mr. Cornell is

anticipated to serve as Executive Chair or a special advisor until March 13, 2027. The Board of Directors proactively prepared for

his transition as part of our ongoing CEO succession plan.

As disclosed in the Form 8-K filed on February 5, 2026, the following decisions were made related to Mr. Fiddelke’s compensation

in connection with his appointment as Chief Executive Officer effective February 1, 2026:

• Annual base salary increased to $1,300,000;

• At-goal STIP opportunity of 200% of his base salary;

• Annual performance-based equity award grant valued at $12,100,000, consisting of 60% PSUs and 40% PBRSUs ; and

• Mr. Fiddelke did not receive a promotional grant related to his appointment to CEO.

The following decisions were made related to Mr. Cornell’s compensation in connection with his service:

• Annual base salary decreased to $1,120,000;

• At-goal STIP opportunity of 200% of his base salary;

• An RSU grant valued at $6,000,000 that vests ratably on an annual basis over two years; and

• Mr. Cornell will not be eligible for severance under Target’s Income Continuance Plan.

See “Board Leadership Structure” section on page 9 for more information.

TARGET CORPORATION 2026 Proxy Statement 39

Table of Contents

Compensation Discussion and Analysis

Financial performance metrics for Fiscal 2025

Change in Comparable Sales	Change in Net Sales	Change in Adjusted EPS (1)
(2.6) %	(1.7) %	(14.5) %
After-tax ROIC (2)	5% of profits given to communities (3)	Capital invested in the business
13.8 %	$ 459M	$ 3.7B

Total Shareholder Return (TSR)

(1) Adjusted EPS, a non-GAAP metric, excludes certain discretely managed items, when applicable. See page 32 of the 2025

Annual Report for a reconciliation of Adjusted EPS to GAAP diluted EPS and page 28 of the 2025 Annual Report for the

calculation of the “Change in Adjusted EPS” provided above.

(2) ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to Operating

Income. The calculation of the number provided above is disclosed on page 34 of the 2025 Annual Report .

(3) Calculated based on the average of the three years of Target’s pre-tax profits. Giving includes Target’s product and cash

donations and Target Foundation’s cash donations. Excludes cash donations from Target to the Target Foundation.

The pay programs described throughout our CD&A align with our pay for performance philosophy and are structured based on financial

and operational performance and shareholder outcomes.

40 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

Shareholder support for our 2025 advisory vote on

executive compensation and shareholder outreach

program

At the 2025 Annual Meeting , shareholders approved our Say on Pay proposal in support of our executive compensation program

by a vote of 92.2%. The following graph highlights the recent historical votes in support of our Say on Pay proposal.

We believe it is important to consider shareholder feedback as we design and evaluate our executive compensation program. We

regularly communicate with our shareholders regarding a variety of topics and involve our Lead Independent Director in these

conversations, as appropriate. We welcome continued engagement on compensation matters and other issues relevant to our

business. See “Shareholder engagement” on page 18 for more information.

Executive compensation guiding principles

We believe executive compensation should be directly linked

to performance and long-term value creation for our

shareholders. With that in mind, three principles guide our

compensation program:

• Deliver on our pay for performance philosophy in support of

our strategy;

• Provide a framework that encourages outstanding financial

results and shareholder returns over the long-term; and

• Attract, retain, and motivate a premier management team to

sustain our distinctive brand and its competitive advantage

in the marketplace.

A significant portion of our executive compensation is at risk,

so the actual compensation realized by our NEOs may vary

from targeted compensation based upon the level of

achievement of specified performance objectives and stock

price performance .

We have provided our three-year realized payout history on the

incentive components of our compensation program on pages

46 , 49 , and 50 .

TARGET CORPORATION 2026 Proxy Statement 41

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Compensation Discussion and Analysis

Pay for performance

We have a long-standing belief that our executive

compensation should directly reflect our organization’s

performance with substantial emphasis on creating long-term

value for our shareholders. We do that by providing our NEOs

a mix of base salary, short-term incentives, and long-term

incentives with compensation opportunities measured by a

variety of time horizons to balance our near-term and long-

term strategic goals.

Annual TDC is the summed at-goal value of each pay

component and is used by the Compensation & Human

Capital Management Committee as the measure of the

intended total value of pay at the time the pay decision is

made, understanding that the actual amount earned will be

higher or lower based on actual performance.

Consistent with our guiding principles, 94% of CEO Annual

TDC and 83% of Non-CEO NEO Annual TDC is performance-

based. In addition, 100% of our annual LTI awards feature

relative performance-based metrics.

Importantly, the financial metrics we use for our pay programs

are either based directly on GAAP financial measures, or in the

specific circumstances in which they are not, we explain how

and why they differ from GAAP.

Annual CEO pay mix (1)(2)

Annual Non-CEO NEOs pay mix (1)(2)

At-risk compensation = 94%

At-risk compensation = 83%

(1) Annual TDC differs from the “Total” for Fiscal 2025 in the “Summary compensation table” on page 58 because it: (a) includes

STIP opportunity at-goal as approved, rather than the actual payout that was earned, (b) includes the applicable PSU and

PBRSU awards based on the dollar value used by the Compensation & Human Capital Management Committee in

determining the number of shares granted, rather than the aggregate grant date fair value of awards, as computed in

accordance with FASB ASC Topic 718, and (c) excludes the items shown under the “Change in pension value and

nonqualified deferred compensation earnings” and “All other compensation” columns.

(2) Mr. Cornell is captured in the “Annual CEO pay mix” chart. Mr. Fiddelke is included in the “Annual Non-CEO NEOs pay mix”

chart.

How annual CEO pay is tied to performance The following pay elements are performance-based and represent a significant percentage of Annual TDC. • STIP — Payouts range from 0% to 200% of goal depending on Net Sales, Incentive Operating Income, and the assessment of the team scorecard. • PSUs — Payouts range from 0% to 200% of goal depending on Net Sales growth, EPS growth, and ROIC performance relative to our retail peer group. Payout value is also tied to stock price performance. • PBRSUs — Payouts range from 75% to 125% of goal depending on TSR performance relative to our retail peer group. Payout value is also tied to stock price performance.

42 TARGET CORPORATION 2026 Proxy Statement

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Compensation Discussion and Analysis

Performance metrics

The following graphs highlight our historical performance on key metrics that we used in our executive compensation programs

over each of the last five years. The metrics used in our compensation program are described in more detail in the CD&A narratives

for each compensation element, as well as in the footnotes on this page.

Net Sales (1) (in millions) Operating Income (2) (in millions)

53 Weeks

EPS (3) ROIC (4)

53 Weeks

(1) For our STIP compensation element, we use Net Sales as reported in our applicable annual reports and shown above. For our

2023-2025 PSU compensation element, we used Merchandise Sales as reported in our annual reports, which in Fiscal 2022

was $107,588 million and in Fiscal 2025 was $102,717 million . See page 48 for additional information on the 2023-2025 PSU

award adjustments. See Note 2 to the consolidated financial statements in our 2025 Annual Report for additional information.

(2) Operating Income, as reported in our applicable annual reports and shown above, provides the basis for Incentive Operating

Income. Incentive Operating Income is one of the metrics we use in our STIP compensation element. Incentive Operating

Income, a non-GAAP metric, represents Operating Income on a pre-short-term incentive compensation basis and is

calculated by excluding short-term incentive expense from our Operating Income. For Fiscal 2025, we excluded the net gain

from interchange fee settlements, as well as business transformation costs . These costs are explained further in Notes 6 and

7 to the consolidated financial statements in our 2025 Annual Report . The net impact of these exclusions was a reduction in

Operating Income of $343 million.

(3) For the 2023-2025 PSU awards, we use EPS as reported in our applicable annual reports and shown above. For Fiscal 2025,

we excluded the net gain from interchange fee settlements, reducing EPS by $0.97 per share.

(4) ROIC is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to Operating

Income. For PSUs, we use ROIC as reported in our applicable annual reports and shown above. For Fiscal 2025, we excluded

the net gain from the interchange fee settlements from net operating profit after taxes, reducing ROIC by 1.5 percentage

points . See page 48 for additional information on the 2023-2025 PSU award adjustments. See our applicable annual reports

for a more detailed description and calculation of ROIC.

TARGET CORPORATION 2026 Proxy Statement 43

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Compensation Discussion and Analysis

Incentive measures and actual performance

Actual payouts vary based on performance against goals approved by the Compensation & Human Capital Management

Committee at the beginning of the performance period. Our ongoing incentive programs have a proven track record of variable

payouts based on performance over time.

• Our STIP is based on a combination of absolute financial goals and progress made toward key strategic priorities.

• 100% of our ongoing LTI program features performance-based metrics and is tied to relative performance versus our retail

peers. In Fiscal 2025, we complemented our ongoing relative LTI program with the Senior Leadership Performance Award,

which is based on performance against rigorous absolute goals. See “Senior Leadership Performance Awards” on page 51 for

more information.

	Component	Weight	Metric	Goal (1)	Actual (1)	Actual performance as a percentage of goal	Payout as a percentage of goal	Overall weighted payout as a percentage of goal
2025 STIP Performance	Financial	67%	Net Sales	$108,567	$104,780	96.5%	42%	28.1%
			Incentive Operating Income (2)	$6,362	$5,140	80.8%
	Team scorecard	33%				N/A	50 %	16.5%
Total payout as a percentage of goal								44.6%

	Award type	Metric	Performance rank relative to peers	Actual payout as a percentage of goal	Overall payout as a percentage of goal
2023-2025 LTI Performance	PSUs	Adjusted Merchandise Sales CAGR (3)	15 of 20	25 %	88.2%
		EPS CAGR	6 of 20	154 %
		ROIC	11 of 20	85 %
			Performance rank relative to peers (4)	TSR (5)	Overall payout as a percentage of goal
	PBRSUs	Relative TSR	17 of 19	(31.8) %	75%

(1) In millions.

(2) See the “Performance metrics” tables and footnotes on page 42 for a description of how Incentive Operating Income is

calculated from our financial statements.

(3) The 2023-2025 PSU awards are measured using Merchandise Sales. Beginning in 2025, PSU awards are measured using Net

Sales.

(4) The retail peers for PBRSUs excludes Publix Super Markets, Inc. For more information, see “PBRSUs” on page 49 .

(5) TSR is calculated based on the stock price of each company on the first and last day of the performance period using the

average of each company’s stock price for the 90 calendar days immediately preceding the two measurement dates.

44 TARGET CORPORATION 2026 Proxy Statement

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Compensation Discussion and Analysis

Our framework for executive compensation

Elements of annual TDC (1)

	Element	Key characteristics	Link to shareholder value	How we determine amount
Fixed	Base salary	Fixed compensation component payable in cash, representing less than 20% of Annual TDC for our NEOs. Reviewed annually and adjusted when appropriate.	A means to attract and retain talented executives capable of driving performance.	Based on individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay data.
Performance- based	Short-term incentives	Variable compensation component payable in cash based on Target’s performance against financial goals and progress made toward key strategic priorities.	Financial goals are tied to achievement of key financial measures. NEOs are also evaluated against identified strategic initiatives important to driving sustainable, durable, and profitable sales growth.	Financial component is based on: • Net Sales • Incentive Operating Income Team scorecard is based on the Compensation & Human Capital Management Committee’s assessment of our NEOs’ progress toward strategic priorities.
	Performance share units	PSUs cliff vest at the end of the performance period and payouts are based on relative performance during the performance period versus our retail peer group.	PSUs recognize our NEOs for achieving superior long-term relative performance on three key metrics: • Net Sales growth • EPS growth • ROIC	Based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data.
	Performance-based restricted stock units	PBRSUs cliff vest at the end of the performance period with payouts based on relative TSR performance during the performance period versus our retail peer group.	Fosters a culture of ownership, aligns the long-term interests of our NEOs with our shareholders, and rewards or penalizes based on relative TSR performance.	Based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations, and market data.

(1) See page 41 for a description of how the Compensation & Human Capital Management Committee uses Annual TDC and

how it differs from the “Total” in the “Summary compensation table” on page 58 .

TARGET CORPORATION 2026 Proxy Statement 45

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Compensation Discussion and Analysis

Base salary

We provide base salary to deliver a stable amount of cash

compensation to our NEOs. To align with our pay for

performance philosophy, this non-variable element of our

executive compensation represents the smallest portion of

Annual TDC.

In March 2025, the Compensation & Human Capital

Management Committee approved a Fiscal 2025 base salary

increase for Mr. Fiddelke as a part of his appointment as EVP

& Chief Operating Officer. See “CEO Transition” section on

page 38 for Mr. Fiddelke’s base salary as CEO effective in

Fiscal 2026. Mr. Gomez received a base salary increase in

consideration of his market positioning relative to our retail and

industry p eers.

Name	Fiscal 2025 Annual Base Salary	Fiscal 2024 Annual Base Salary
Mr. Cornell	$1,400,000	$1,400,000
Mr. Lee	$850,000	$850,000
Mr. Fiddelke	$1,100,000	$900,000
Mr. Gomez	$850,000	$775,000
Ms. Kremer (1)	$800,000	—
Ms. Tu (2)	$825,000	$825,000

(1) Ms. Kremer was not an NEO in Fiscal 2024.

(2) As a result of her departure as of June 1, 2025, Ms. Tu received a pro-rated base salary for her time served in the position.

Short-term incentives

All NEOs are eligible to earn cash awards under our STIP

program, which is designed to motivate and reward executives

for performance on key annual measures. The financial

component of our STIP program is based on two financial

metrics: Net Sales (50%) and Incentive Operating Income

(50%). See the “Performance metrics” tables and footnotes on

page 42 for a description of how Net Sales are reported and

how Incentive Operating Income is calculated from our

financial statements.

Beginning in Fiscal 2025, we replaced Merchandise Sales with

Net Sales under the Financial component of STIP to better

align incentives with overall revenue performance across all

business streams.

The following table shows financial and team scorecard

payouts expressed as a percentage of goal. The at-goal pay

opportunity is 200% of base salary for our CEO and 100% of

base salary for our Non-CEO NEOs. Due to her departure, Ms.

Tu is not eligible to receive a Fiscal 2025 STIP payout.

Component	Fiscal 2025 (payout as a percentage of goal) — Weight	Threshold	Goal	Maximum
Financial component (Net Sales 50%, Incentive Operating Income 50%)	67%	20%	67%	134%
Team scorecard	33%	10%	33%	66%
Total		30%	100%	200%

Fiscal 2025 financial STIP design, performance goals, and how we

performed in comparison to these goals

The Fiscal 2025 goals and actual performance were:

Metric	Goal (1)(2)(3)	Actual (1)(3)	Actual performance as a percentage of goal	Payout as a percentage of goal for each metric	Financial component payout as a percentage of goal
Net Sales	$108,567	$104,780	96.5%	51%	42%
Incentive Operating Income (3)	$6,362	$5,140	80.8%	32%

(1) Dollars in millions.

(2) Threshold and maximum financial performance amounts are -/+5% of the Net Sales goal and -/+20% of the Incentive

Operating Income goal.

(3) See the “Performance metrics” tables and footnotes on page 42 for a description of how Incentive Operating Income is

calculated from our financial statements.

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Compensation Discussion and Analysis

When approving the incentive design and goals in March 2025,

the Board took into account the uncertain external

environment and consumer outlook. The goals set at the

beginning of the year required growth versus the prior year as

follows:

• Our Net Sales goal represented a 1.9% increase over the

prior year actual; and

• Our Incentive Operating Income goal represented a 6.1%

increase over the prior year actual.

In Fiscal 2025 , Net Sales and Incentive Operating Income

results were below goal.

The Compensation & Human Capital Management Committee

approved a collective STIP financial outcome of 42% of goal

payout, as determined under the plan and illustrated in the

table provided above.

Fiscal 2025 team scorecard assessment

The team scorecard provides a general structure for

discussing and measuring performance of our NEOs as a

group. The basis of the team scorecard is reflective of the

highly integrated nature of our business with respect to our

key strategic priorities for the year, which requires shared

accountability among our NEOs to drive our enterprise

strategy. The team scorecard component of Fiscal 2025 STIP

emphasizes the business outcomes that position us for strong

performance in the future, and represents indicators that

demonstrate the health of Target’s business and team.

The indicators for the Fiscal 2025 team scorecard were

approved by the Compensation & Human Capital Management

Committee in March 2025. Management shared quarterly

updates with the Compensation & Human Capital

Management Committee throughout Fiscal 2025 and the

Committee determined actual payouts at the March 2026

meeting based on its assessment of progress for Fiscal 2025 .

For Fiscal 2025 , results against our 2025 team scorecard

indicators were mixed, with areas of strong outperformance

and areas below our expectations:

• Roundel and Target Plus experienced double digit growth;

• Target Circle 360 memberships exceeded expectations;

• Shortage rate significantly improved in our stores;

• New stores opened between 2020 and 2025 met original

business case expectations;

• Digital sales growth was below expectations;

• Team Member engagement survey results decreased; and

• Inventory turnover declined.

Taking into consideration the outcomes described above, the Compensation & Human Capital Management Committee approved

a 50% team scorecard payout.

Total Fiscal 2025 STIP payout

The following table shows the resulting overall weighted payout as a percentage of goal, based on actual financial performance

and progress made on key team scorecard indicators as described above.

Component	Weight	Payout as a percentage of goal	Overall weighted payout as a percentage of goal (1)
Financial component	67%	42%	28.1%
Team scorecard	33%	50%	16.5%
		Total payout as a percentage of goal	44.6%

(1) Since the at-goal pay opportunity is 200% of base salary for our CEO and 100% of base salary for our Non-CEO NEOs, the

actual payout is 89.2% of base salary for our CEO and 44.6% of base salary for our Non-CEO NEOs.

The following table shows the three year history of our STIP payouts:

Fiscal Year	2023	2024	2025	3-year average
Payout (as a percentage of goal)	93.4%	83.0%	44.6%	73.7%

TARGET CORPORATION 2026 Proxy Statement 47

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Compensation Discussion and Analysis

Long-term incentives

To align our NEOs’ pay outcomes with long-term performance, 100% of our annual LTI awards feature relative performance-based

metrics. Annual LTI grants comprise the majority of each NEO’s total compensation.

Value of LTI awarded at grant

In determining the amount of individual LTI awards granted in

March of each year, the Compensation & Human Capital

Management Committee considered each NEO’s individual

contributions to business outcomes during the fiscal year,

potential future contributions, historical annual grant amounts,

and retention considerations, as well as market data for

comparable executives from our retail and general industry

peer groups. Once the total annual LTI award amount for an

NEO is determined, 60% of that is granted in the form of PSUs

and 40% in PBRSUs. Under this approach, strong long-term

performance relative to peers becomes the key driver of

compensation realized by our NEOs.

The Compensation & Human Capital Management Committee

increased Mr. Cornell’s annual LTI award considering

increases to peer CEO pay levels and Mr. Cornell’s continued

leadership, particularly his engagement in supporting our CEO

succession process through this critical time period. Mr.

Cornell’s ongoing service continuity was critical to help ensure

a smooth transition. Mr. Fiddelke received an annual LTI award

increase as a part of his appointment as EVP & Chief

Operating Officer. Mr. Gomez received an annual LTI award

increase in consideration of his market positioning relative to

our retail and industry peers.

Name	Fiscal 2025 Annual LTI Grant Amount	Fiscal 2024 Annual LTI Grant Amount
Mr. Cornell	$18,400,000	$15,300,000
Mr. Lee (1)	$3,600,000	$3,600,000
Mr. Fiddelke	$6,300,000	$4,700,000
Mr. Gomez (2)	$3,300,000	$2,500,000
Ms. Kremer (3)	$2,600,000	—
Ms. Tu (4)	$3,000,000	$3,000,000

(1) Mr. Lee received a Fiscal 2024 annual grant of $1,500,000. This amount was pro-rated based on his hire date in September

2024.

(2) As a result of his departure as of April 17, 2026 and due to his retirement eligibility, Mr. Gomez is eligible to receive 100% of

the PSUs granted and 50% of the PBRSUs granted with original payout timing. 50% of the PBRSUs were forfeited.

(3) Ms. Kremer was not an NEO in Fiscal 2024.

(4) As a result of her departure as of June 1, 2025, Ms. Tu is eligible to receive 50% of the PBRSUs granted with original payout

timing. 100% of the PSUs and 50% of the PBRSUs were forfeited.

PSUs

In March 2025, the Compensation & Human Capital

Management Committee granted the 2025-2027 PSU awards.

The design of our fully relative PSU program supports the

critical drivers of our success while incentivizing our

performance relative to competing retailers. Our metrics reflect

how we envision success in the execution of our strategy: to

grow the top-line relative to the retail sector, to grow it

profitably, and to prudently deploy capital to drive the

business.

Our PSUs have a three-year performance period with the

number of shares based on the following three equally

weighted relative metrics versus our retail peer group:

• Net Sales growth. The compound annual growth rate in

Net Sales over the performance period, relative to our retail

peer group. For comparability, p eer results represent the

reported measure of revenue most closely aligned with

retail-related domestic total revenue;

• EPS growth. The compound annual growth rate of our EPS

versus the reported EPS of our retail peer group; and

• ROIC. Average net operating profit after-tax divided by

average invested capital for both our results and our retail

peer group, excluding discontinued operations.

Beginning in Fiscal 2025, we replaced Merchandise Sales with

Net Sales under the PSU program to better align incentives

with performance across all revenue streams.

See the “Performance metrics” tables and footnotes on page

42 for additional information regarding Net Sales, EPS, and

ROIC. The following example illustrates potential PSU payouts

at various levels of performance for the annual grant made in

Fiscal 2025 :

48 TARGET CORPORATION 2026 Proxy Statement

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Relative performance measurement approach

Retail peer group

79 th

percentile

Rank #4

58 th

percentile

Rank #8

Anchored at

100%

21 st

percentile

Rank #16

Bottom 21 st percentile (Ranks 16-19) 0% of goal payout
performance

For more information about our peer groups, see page 54 .

PSU adjustments

The intent of our PSU program is to measure performance

relative to our peer group on the three previously described

metrics. To achieve this measurement objectively, we base the

initial rankings on annual reported financial results of each

member of the retail peer group and Target (unless determined

otherwise on the grant date). The Compensation & Human

Capital Management Committee has reserved discretion to

adjust the reported financial results for Target or any member

of the retail peer group if it believes such adjustments are

necessary to properly gauge Target’s relative performance.

For items known on the grant date, the Committee proactively

addresses them as part of the award terms on the grant date.

For example, when applicable, sales from the extra week in a

53-week year are excluded from our Net Sales and those of

our peers to ensure a consistent time frame comparison.

Historically, adjustments to Target’s results have included

items that did not reflect our ongoing core operations or were

needed to ensure consistent time frame comparisons over the

performance period. These adjustments typically decreased

participants’ resulting payouts. The Compensation & Human

Capital Management Committee does not make adjustments

that are inconsistent with Target’s performance.

For the 2023-2025 PSU awards, we excluded the net gain on

interchange fee litigation settlements in Fiscal 2025 from EPS

and ROIC metrics to prevent Target’s operational performance

from being overstated.

Other than described above, no adjustments were made to our

annual reported results or those of our peers in determining

the payout of the 2023-2025 PSU awards.

2023-2025 PSU payout

In April 2026, our NEOs received payouts with respect to the

PSUs granted in March 2023 for the three-year performance

period ended January 31, 2026 . These awards were paid at

88.2% of the goal number of shares.

The following table summarizes the rankings and payout

results for awards granted in Fiscal 2023. This outcome is

based on comparing our results to those of the retail peer

group approved at the time the PSUs were granted. The

A djusted Merchandise Sales growth and EPS growth metrics

utilize a base year of Fiscal 2022 and a final performance year

of Fiscal 2025 , while ROIC is an average of Fiscal 2023, Fiscal

2024, and Fiscal 2025 .

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Metric	Performance rank relative to peers	Actual payout as a percentage of goal	Overall payout as a percentage of goal
Adjusted Merchandise Sales CAGR	15 of 20	25%	88.2%
EPS CAGR	6 of 20	154%
ROIC	11 of 20	85%

Consistent with the results discussed above, the Compensation & Human Capital Management Committee approved a total

payout of 88.2%.

T he following table shows the three year history of our PSU payouts as a percentage of the goal number of shares as well as the

realized value as a percentage of the original grant value, which takes into account stock price changes and dividend equivalents

accrued between the grant date and the date the results were approved:

Performance Period	2020-2023	2022-2024	2023-2025	3-year average
Grant Price	$179.31	$216.53	$163.00
Overall payout as a percentage of goal	117.7%	61.6%	88.2%	89.2%
Realized value as a percentage of original grant value	120%	29%	73%	74%

PBRSU s

In March 2025, the Compensation & Human Capital

Management Committee granted the 2025-2027 PBRSU

awards. Our PBRSUs have a three-year performance period

with the number of shares based on relative three-year TSR

performance versus our retail peer group. The number of

shares earned under the PBRSUs will be adjusted up or down

by 25 percentage points from the goal payout if Target’s TSR

is in the top one-third or bottom one-third for the retail peer

group, respectively, over the three-year vesting period. These

stock-settled awards cliff vest at the end of the performance

period.

The following example illustrates potential PBRSU payouts at

various levels of performance for the annual grant made in

Fiscal 2025 :

Relative performance measurement approach

Retail peer group

Top 6

Rank #1-6

125% of Goal

Payout

Middle 6

Rank #7-12

100% of Goal

Payout

Bottom 6

Rank #13-18

75% of Goal

Payout

TSR performance ranking (1)

(1) The retail peers for PBRSUs exclude Publix Super Markets, Inc. because it establishes its stock price on an annual basis,

which makes it inappropriate for assessing our Relative TSR performance.

For more information about our peer groups, see page 54 .

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2023-2025 PBRSU payout

In March 2025, our NEOs received payouts with respect to the PBRSUs granted in March 2023 for the three-year performance

period ended January 31, 2026 . With a TSR ranking of 17 out of 19 relative to our retail peers, the Compensation & Human Capital

Management Committee approved a total payout of 75% of the goal number of shares. This outcome is based on comparing our

results to those of the retail peer group approved at the time the PBRSUs were granted.

The following table shows the three year history of our PBRSU payouts as a percentage of the goal number of shares as well as

the realized value as a percentage of the original grant value, which takes into account stock price changes and dividend

equivalents accrued between the grant date and the date the results were approved:

Performance Period	2021-2023	2022-2024	2023-2025	3-year average
Grant Price	$179.31	$216.53	$163.00
Overall payout as a percentage of goal	75%	100%	75%	83%
Realized value as a percentage of original grant value	75%	56%	62%	64%

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Compensation Discussion and Analysis

Senior Leadership Performance Awards

In March 2025, the Compensation & Human Capital Management Committee granted the Senior Leadership Performance Awards.

Strategic Context. The Compensation & Human Capital

Management Committee determined that a supplemental

award (the “Senior Leadership Performance Award”) was

appropriate to galvanize executives around our ambitious

multi-year financial performance.

Challenging absolute financial performance goals. Awards

will be earned based on performance against rigorous and

measurable goals tied directly to our long-range plan that

emphasize sustained growth. The number of shares earned

under the Senior Leadership Performance Award will depend

on Target’s performance based on two absolute financial

goals:

• 2027 Net Sales (60% weighting at-goal); and

• 2027 Operating Income Margin Rate (40% weighting at-

goal).

Performance goals require the following compared to 2024:

3% Net Sales CAGR and 80 basis points operating income

margin rate expansion. Actual performance against the

absolute performance metrics produces a payout of 0% to

200% of goal.

Alignment with ongoing LTI program. The award

complements our ongoing LTI program, which focuses on

relative performance, by focusing on absolute outcomes that

drive sustainable value.

Award size and structure. In determining the size of the

Senior Leadership Performance Awards, the Compensation &

Human Capital Committee considered the rigor of the absolute

performance goals and the grant date present value of the LTI

grants for the most recently completed fiscal year. Further,

grant amounts, combined with all elements of at-goal pay were

reasonable and within the range of peer benchmarks. The

following table shows the at-goal value of the award granted:

Name	Senior Leadership Performance Award at-goal value	Percent of Fiscal 2025 Annual LTI Grant
Mr. Cornell (1)	N/A	N/A
Mr. Lee	$1,500,000	28%
Mr. Fiddelke	$1,500,000	18%
Mr. Gomez (2)	$1,500,000	30%
Ms. Kremer	$1,500,000	36%
Ms. Tu (3)	$1,500,000	32%

(1) Mr. Cornell did not receive a SLPA.

(2) As a result of his departure on April 17, 2026, Mr. Gomez is eligible to receive pro-rated vesting of his SLPA based on time

served during the performance period in accordance with the terms of the award.

(3) As a result of her departure on June 1, 2025, Ms. Tu’s SLPA will not vest in accordance with the terms of the award.

52 TARGET CORPORATION 2026 Proxy Statement

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Other benefit elements

We offer the following other benefits to our NEOs:

• Pension Plan. We maintain a Pension Plan for Team

Members hired prior to January 2009 who meet certain

eligibility criteria. We also maintain Supplemental Pension

Plans for those Team Members who are subject to IRS

limits on the basic Pension Plan or whose pensions are

adversely impacted by participating in our deferred

compensation plan. Our pension formula under these

plans is the same for all participants—there are no

enhanced benefits provided to our NEOs beyond

extending the pension formula to earnings above the

qualified plan limits or contributed to our deferred

compensation plan.

• Target 401(k) plan. The Target 401(k) Plan is available to

all Team Members after 90 days of employment. There is

no enhanced benefit for our NEOs.

• EDCP. For a broad management group we offer the

EDCP, which is a non-qualified, unfunded, individual

account deferred compensation plan. The plan’s

investment options generally mirror the Target 401(k)

Plan, but also includes a fund based on Target common

stock. There is no enhanced benefit for our NEOs.

• P erquisites. We provide certain perquisites to our NEOs,

principally to allow them to devote more time to our

business and to promote their health and safety. In

addition, we provide benefits to our NEOs that we believe

serve a business purpose for Target, but which are

considered perquisites under SEC disclosure rules. The

Compensation & Human Capital Management Committee

reviews perquisites annually for consistency with our

philosophy. Mr. Cornell is only eligible for perquisites that

serve a business purpose for Target or support his safety,

health, and well-being, such as home security, parking,

executive physical, and an allowance for personal use of

company-owned aircraft for security reasons.

• Income continuation pla n. We provide an ICP to our

NEOs who are involuntarily terminated without cause to

assist in their occupational transitions. In connection with

Mr Gomez’s and Ms. Tu’s departures, they each entered

into a transition agreement with Target. Under those

agreements, Mr. Gomez and Ms. Tu are eligible for

severance under Target’s Income Continuation Plan on

account of involuntary termination without cause.

Additional information on our Pension Plan, Target 401(k) Plan,

EDCP, and perquisites is provided in the footnotes and tables

that follow the “Summary compensation table” on page 58 .

See Note 2 to the “Table of potential payments upon

termination or change-in control” beginning on page 64 for

additional information about the ICP.

TARGET CORPORATION 2026 Proxy Statement 53

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Compensation Discussion and Analysis

Compensation governance

Target’s executive compensation practices

Practice	Description	Page
Pay for performance	A significant percentage of the total direct compensation package features performance-based metrics, including 100% of our annual LTI awards.	41
Robust stock ownership guidelines	We have stock ownership guidelines of 7x base salary for the CEO, 3x base salary for Non-CEO NEOs, and 5x the annual cash retainer for the Board.	33
Annual shareholder “Say on Pay”	We value our shareholders’ input on our executive compensation programs. Our Board seeks an annual non-binding advisory vote from shareholders to approve the executive compensation disclosed in the CD&A, tabular disclosures, and related narrative of the 2026 Proxy Statement .	75
Double trigger change-in-control	We grant equity awards that require both a change-in-control and an involuntary termination without cause or voluntary termination with good reason in order to vest.	64
Annual compensation risk assessment	A risk assessment of our compensation programs is performed on an annual basis to ensure that our compensation programs and policies do not incentivize excessive risk-taking behavior.	55
Clawback policies	We have a clawback policy that allows recovery of incentive cash, equity compensation, and severance payments when a senior executive’s intentional misconduct results in material financial or reputational harm or results in a need for a restatement of our consolidated financial statements. In accordance with SEC rules and NYSE listing standards, we have a separate clawback policy that requires the recovery of excess incentive- based compensation from covered officers in the event we are required to prepare a restatement of our consolidated financial statements.	56
Independent compensation consultant	The Compensation & Human Capital Management Committee retains an independent compensation consultant to advise on executive compensation programs and practices.	54
No hedging of company stock	Our NEOs and members of the Board may not directly or indirectly engage in transactions intended to hedge or offset the market value of Target common stock owned by them.	56
No pledging of company stock	Our NEOs and members of the Board may not directly or indirectly pledge Target common stock as collateral for any obligation.	56
No tax gross-ups	We do not provide tax gross-ups to our NEOs.
No dividends on unearned performance awards	We do not pay dividends on unearned performance awards.	61
No repricing or exchange of underwater stock options	Our equity incentive plan does not permit repricing or exchange of underwater stock options without shareholder approval.
No repricing or exchange of underwater stock options	Our equity incentive plan does not permit repricing or exchange of underwater stock options without shareholder approval.

Process for determining executive compensation

Compensation & Human Capital Management Committee

The Compensation & Human Capital Management Committee

is responsible for determining the composition and value of the

pay packages for our Leadership Team. While the CD&A

describes the executive compensation awarded to our NEOs,

the process for setting executive compensation applies to the

other members of our Leadership Team as well. The

Compensation & Human Capital Management Committee

receives assistance from two sources: (a) an independent

compensation consulting firm, Semler Brossy, and (b) our

internal executive compensation team, led by our Executive

Vice President & Chief Human Resources Officer (EVP &

CHRO).

All decisions regarding executive compensation are made

solely by the Compensation & Human Capital Management

Committee. The Compensation & Human Capital Management

Committee may not delegate its primary responsibility of

overseeing Leadership Team compensation, but it may

delegate to management authority for our compensation plans

that do not involve the setting of compensation levels for the

Leadership Team. In addition, the Compensation & Human

Capital Management Committee has established an Equity

Subcommittee comprised in Fiscal 2025 of Ms. Lozano, Mr.

Baker, Mr. Barrett, Ms. Boudreaux, and Ms. Leahy for t he

purposes of granting equity awards to members of the Board

and any Team Members who are subject to Section 16 of the

Exchange Act and to take any action required to be performed

by a committee or subcommittee of “non-employee directors”

to preserve the exemption available under Rule 16b-3 of the

Exchange Act .

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Compensation Discussion and Analysis

Compensation & Human Capital Management Committee’s independent

consultant

Semler Brossy has been retained by and reports directly to the

Compensation & Human Capital Management Committee and

does not have any other consulting engagements with

management or Target. The Compensation & Human Capital

Committee assessed Semler Brossy’s independence in light of

SEC rules and NYSE listing standards and determined that no

conflict of interest or independence concerns exist.

With respect to CEO compensation, Semler Brossy provides

an independent recommendation to the Compensation &

Human Capital Management Committee, in the form of a range

of possible outcomes, for the Compensation & Human Capital

Management Committee’s consideration. In developing its

recommendation, Semler Brossy relies on its understanding of

Target’s business and compensation programs and its own

independent research and analysis. Semler Brossy does not

meet with our CEO with respect to CEO compensation. Semler

Brossy provides an independent assessment of the CEO’s

recommendations on NEO compensation to the

Compensation & Human Capital Management Committee.

Compensation of the Non-CEO NEOs

In developing compensation recommendations for the Non-

CEO NEOs, the EVP & CHRO provides our CEO with market

data on pay levels and compensation design practices

provided by management’s external compensation

consultants, Willis Towers Watson and Korn Ferry Group,

covering our retail and general industry peer group companies.

Management’s outside consultants do not have any interaction

with either the Compensation & Human Capital Management

Committee or our CEO, but do interact with the EVP & CHRO

and her team. In addition to providing market data,

management’s external compensation consultants perform

other services for Target unrelated to determining executive

compensation.

Our EVP & CHRO and CEO work together to develop our

CEO’s compensation recommendations to the Compensation

& Human Capital Management Committee for the Non-CEO

NEOs. The CEO alone is responsible for providing final

compensation recommendations to the Compensation &

Human Capital Management Committee for the Non-CEO

NEOs.

Benchmarking using compensation peer groups

Peer group market positioning is another important factor

considered in determining each NEO’s Annual TDC.

For each NEO, the Annual TDC levels and elements described

in the preceding pages are annually evaluated relative to our

retail and general industry peer group companies. The market

comparisons are determined by use of compensation data

obtained from publicly available proxy statements analyzed by

Semler Brossy and proprietary survey data assembled by

Willis Towers Watson and Korn Ferry Group.

Due to a range of factors, including the scope of NEO

positions, tenure in role, and company-specific concerns,

there is an imperfect comparability of NEO positions between

companies. As a result, market position serves as a reference

point in the Annual TDC determination process rather than a

formula-driven outcome.

The retail peer group is formulated based on an initial screen

of companies in the Global Industry Classification Standard

Retailing or Food & Staples Retailing groups with revenue from

core retail operations greater than $15 billion. The retail peer

group is also used within our LTI plans. Target’s relative

performance compared to this peer group on key metrics

determines overall payout for our PSUs and PBRSUs. The

comparator group for PSUs and PBRSUs represents the

prevailing retail peer group at the time of grant. Changes to the

peer group impact prospective grants only (outstanding grants

are not amended). As a result, there are differences between

the retail peer group within our outstanding LTI cycles.

General industry companies are also included as a peer group

because they represent companies with whom we compete for

talent. Like the selected retailers, the general industry

companies are large and among the leaders in their industries.

The composition of the peer groups is reviewed annually to

ensure it is appropriate in terms of company size and business

focus, and any changes made are reviewed with Semler

Brossy and approved by the Compensation & Human Capital

Management Committee. The retail and general industry peer

groups used for executive compensation granted in Fiscal

2025 are provided in the following table. Nordstrom and

Walgreens were removed from the retail peer group in Fiscal

2025 following their transitions to private ownership.

TARGET CORPORATION 2026 Proxy Statement 55

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Compensation Discussion and Analysis

2025 peer groups	The Home Depot, Inc. (HD)	3M Company (MMM)	McDonald’s Corporation (MCD)
Amazon.com, Inc. (AMZN)	Kohl’s Corporation (KSS)	Abbott Laboratories (ABT)	MetLife, Inc. (MET)
Best Buy Co., Inc. (BBY)	The Kroger Co. (KR)	Archer-Daniels- Midland Company (ADM)	Mondelez International, Inc. (MDLZ)
BJ’s Wholesale Club Holdings, Inc. (BJ)	Lowe’s Companies, Inc. (LOW)	The Cigna Group (CI)	NIKE, Inc. (NKE)
Costco Wholesale Corporation (COST)	Macy’s, Inc. (M)	The Coca-Cola Company (KO)	PepsiCo, Inc. (PEP)
CVS Health Corporation (CVS)	Publix Super Markets, Inc. (PUSH)	Elevance Health, Inc. (ELV)	The Procter & Gamble Company (PG)
Dollar General Corporation (DG)	Ross Stores, Inc. (ROST)	FedEx Corporation (FDX)	RTX Corporation (RTX)
Dollar Tree, Inc. (DLTR)	The TJX Companies, Inc. (TJX)	General Mills, Inc. (GIS)	Starbucks Corporation (SBUX)
The Gap, Inc. (GPS)	Walmart Inc. (WMT)	Johnson & Johnson (JNJ)	United Parcel Service, Inc. (UPS)
		Johnson Controls International plc (JCI)	UnitedHealth Group Incorporated (UNH)
		Marriott International, Inc. (MAR)

The following table summarizes our scale relative to our retail and general industry peer groups. The financial information reflects

fiscal year-end data available as of January 31, 2026 :

	2025 peer group comparison (1)(2)
	Retail			General industry
	Revenues	Market cap	Employees	Revenues	Market cap	Employees
25th Percentile	$21,598	$12,482	88,797	$36,441	$75,447	71,295
Median	$58,269	$35,673	177,600	$70,986	$90,116	109,000
75th Percentile	$156,416	$162,221	358,250	$88,821	$224,329	254,360
Target Corporation	$104,780	$47,757	415,000	$104,780	$47,757	415,000

(1) All dollar amounts in millions.

(2) Data Source: Equilar.

Compensation policies and risk

Compensation risk assessment

As part of our annual review of our compensation practices,

we conduct an analysis of whether our compensation policies

and practices for our Team Members create material risks for

Target. Our risk assessment is two pronged. First, we take a

“top-down” approach by evaluating whether our

compensation programs and policies intensify top enterprise-

wide risks. Next, we take a “bottom-up” approach to assess

the following key compensation risk areas: performance

measures, pay mix, goal setting and performance curve,

leverage, magnitude of pay, calculation of performance,

participant communication, severance, and corporate

governance.

The results of this analysis, which concluded that our policies

and practices do not create risks that are reasonably likely to

have a material adverse effect on Target, were reviewed by the

Compensation & Human Capital Management Committee’s

independent consultant and discussed with the Compensation

& Human Capital Management Committee. More specifically,

this conclusion was based on the following considerations:

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Compensation Discussion and Analysis

	Compensation risk considerations
Pay mix	Compensation mix of base salary, short-term incentives, and long-term incentives provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals.
Performance metrics	A variety of distinct performance metrics are used in both the short-term and long-term incentive plans. This “portfolio” approach to performance metrics encourages focus on sustained and holistic overall company performance.
Performance goals	Goals are typically approved by our independent directors at the beginning of the performance period and take into account our historical performance, current strategic initiatives, and the expected macroeconomic environment. Our short-term and long-term incentive compensation programs are designed with payout curves and leverage that support our pay for performance philosophy. The relative nature of our LTI programs does not require setting absolute multi-year goals. Notably, our PSU program requires above median performance versus peers to earn an at-goal payout.
Equity incentives	Equity incentive programs and stock ownership guidelines are designed to align management and shareholder interests by providing vehicles for our NEOs to accumulate and maintain an ownership position in Target.
Risk mitigation policies	We incorporate several risk mitigation policies into our executive compensation program, including: • the Compensation & Human Capital Management Committee’s ability to use “negative discretion” to determine appropriate payouts under formula-based plans; • clawback policies that provide for recovery of compensation following a restatement of our consolidated financial statements or certain intentional misconduct; • stock ownership guidelines for our NEOs and Board; and • anti-hedging and anti-pledging policies.

Clawback policies

Our longstanding clawback policy allows for recovery of

compensation if a senior executive’s intentional misconduct:

• violates the law, our code of ethics, or any significant ethics

or compliance policy; and

• results in material financial or reputational harm or results in

a need for a restatement of our consolidated financial

statements.

The compensation elements that are subject to recovery under

this policy include all:

• amounts paid under the STIP (including any discretionary

payments);

• awards under our LTI plans whether exercised, vested,

unvested, or deferred; and

• amounts paid under the ICP.

All recoveries are determined in the discretion of the Compensation & Human Capital Management Committee. In accordance with

SEC rules and NYSE listing standards, in 2023, we adopted a separate clawback policy that provides for the recovery of excess

incentive-based compensation from covered officers in the event we are required to prepare a restatement of our consolidated

financial statements.

Anti-hedging and anti-pledging policies

Members of the Leadership Team, which includes the CEO and Non-CEO NEOs, members of the Board, and all Team Members

are prohibited from directly or indirectly engaging in capital transactions intended to hedge or offset the market value of Target

common stock owned by them. In addition, the Leadership Team and members of the Board are prohibited from pledging Target

common stock owned by them as collateral for any loan. All of our Leadership Team and members of the Board are in compliance

with these policies.

Securities trading policy

Target has a securities trading policy governing the purchase, sale, and other dispositions of Target’s securities by directors,

officers, and employees. Certain provisions of the policy apply to transactions by Target in its securities. Target believes that its

securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing

standards applicable to Target. A copy of the securities trading policy was filed as Exhibit 19.1 to Target’s 2025 Annual Report .

TARGET CORPORATION 2026 Proxy Statement 57

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Compensation Discussion and Analysis

Equity g rant timing practices

The following practices have not been formalized in a written policy, but have been regularly followed:

• our annual LTI grant coincides with a regularly scheduled Board meeting that is scheduled more than one year in advance .

Currently, the annual LTI awards are granted at the March Board meeting. The Board has retained discretion to change the

annual grant date in the future under appropriate circumstances;

• we do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of

material nonpublic information based on equity award grant dates for the purpose of affecting the value of such grants; and

• we occasionally grant equity compensation to our NEOs outside of our annual LTI award cycle for new hires, promotions,

recognition, retention, or other purposes. If the grant date is after the approval date, it must be on a date specified at the time of

approval.

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Compensation tables

Summary compensation table

The following “Summary compensation table” contains values calculated and disclosed according to SEC reporting requirements.

Salary, Bonus, and Non-equity incentive plan compensation amounts reflect the compensation earned during each fiscal year.

Stock Awards reflect awards with a grant date during each fiscal year.

Name and principal position	Fiscal year	Salary	Bonus (1)	Stock awards (2)(3)	Non-equity incentive plan compensation (4)	Change in pension value and nonqualified deferred compensation earnings (5)	All other compensation (6)	Total
Brian C. Cornell Chair & former Chief Executive Officer	2025	$1,400,000	$462,000	$18,555,280	$787,920	$0	$624,888	$21,830,088
	2024	$1,400,000	$785,400	$16,087,492	$1,538,320	$0	$596,391	$20,407,603
	2023	$1,400,000	$831,600	$14,720,515	$1,782,200	$0	$469,038	$19,203,353
Jim Lee EVP & Chief Financial Officer	2025	$850,000	$140,250	$5,130,567	$239,190	$0	$74,493	$6,434,500
	2024	$310,577	$2,287,117	$8,527,406	$170,631	$0	$12,134	$11,307,865
Michael J. Fiddelke Former EVP & Chief Operating Officer and current Chief Executive Officer	2025	$1,065,385	$176,423	$7,853,253	$300,882	$18,507	$183,621	$9,598,071
	2024	$900,000	$252,450	$4,942,063	$494,460	$17,524	$134,946	$6,741,443
	2023	$771,226	$229,054	$3,259,800	$490,886	$16,433	$98,819	$4,866,218
Richard H. Gomez Former EVP & Chief Commercial Officer	2025	$837,019	$138,346	$4,828,084	$235,943	$0	$146,321	$6,185,713
	2024	$764,423	$214,421	$2,628,759	$419,974	$0	$162,478	$4,190,055
Melissa K. Kremer EVP & Chief HR Officer	2025	$787,019	$130,096	$4,122,104	$221,873	$17,502	$124,337	$5,402,931
Amy Tu Former EVP & Chief Legal & Compliance Officer	2025	$285,577	$0	$4,525,490	$0	$0	$1,009,043	$5,820,110
	2024	$364,904	$2,652,356	$7,154,576	$200,478	$0	$161,510	$10,533,824

(1) The “Bonus” amount shows actual payouts earned under our STIP for the team scorecard component. Due to her departure,

Ms. Tu was not eligible to receive a STIP payout.

(2) Amounts represent the aggregate grant date fair value of awards made each fiscal year, as computed in accordance with

FASB ASC Topic 718. See Notes 23 and 21, Share-Based Compensation, in the 2025 Annual Report and the 2024 Annual

Report, respectively, for a description of our accounting and the assumptions used. Due to his departure and retirement

eligibility, Mr. Gomez is eligible to receive 100% of his PSUs, 50% of his PBRSUs, and pro-rated vesting of his SLPAs based

on time served during the performance period with original payout timing. 50% of his PBRSUs were forfeited . Due to her

departure, Ms. Tu is eligible to receive 50% vesting of her PBRSUs granted with original payout timing. 100% of her PSUs

and SLPAs, and 50% of her PBRSUs were forfeited.

(3) Represents the aggregate grant date fair value of PSUs, PBRSUs, and SLPAs that were computed based on the probable

outcome of the performance conditions as of the grant date. Actual payments will be based on degree of attainment of the

performance conditions and our stock price on the settlement date. The range of payments for the PSUs and SLPAs granted

in Fiscal 2025 is as follows:

TARGET CORPORATION 2026 Proxy Statement 59

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Compensation tables

Name	Minimum amount	Amount reported	Maximum amount
Mr. Cornell
PSU Granted 3/12/25	$0	$11,040,105	$22,080,210
Mr. Lee
PSU Granted 3/12/25	$0	$2,160,089	$4,320,178
SLPA Granted 3/12/25	$0	$1,500,101	$3,000,202
Mr. Fiddelke
PSU Granted 3/12/25	$0	$3,780,020	$7,560,040
SLPA Granted 3/12/25	$0	$1,500,101	$3,000,202
Mr. Gomez
PSU Granted 3/12/25	$0	$1,980,073	$3,960,146
SLPA Granted 3/12/25	$0	$1,500,101	$3,000,202
Ms. Kremer
PSU Granted 3/12/25	$0	$1,560,070	$3,120,140
SLPA Granted 3/12/25	$0	$1,500,101	$3,000,202
Ms. Tu
PSU Granted 3/12/25	$0	$1,800,056	$3,600,112
SLPA Granted 3/12/25	$0	$1,500,101	$3,000,202

(4) The “Non-equity incentive plan compensation” amount shows actual payouts earned under the financial component of our

STIP. Due to her departure, Ms. Tu was not eligible to receive a STIP payout.

(5) The “Change in pension value and nonqualified deferred compensation earnings” amount represents the change in the

qualified pension amounts for NEOs who are eligible for our Pension Plan, SPP I, or SPP II and reflects the additional pension

benefits attributable to additional service, increases in eligible earnings, and changes in the discount rate. The discount rates

used in Fiscal 2025 , Fiscal 2024, and Fiscal 2023 were 5.56%, 5.68%, and 5.20% , respectively. For Fiscal 2025, the actual

change in the qualified pension plan amount was an increase of $18,507 for Mr. Fiddelke and an increase of $17,502 for Ms.

Kremer. Mr. Cornell, Mr. Lee, Mr. Gomez, and Ms. Tu are not eligible for the Pension Plan, SPP I, or SPP II because they were

hired after January 2009.

(6) The “All other compensation” amounts reported for Fiscal 2025 include the elements in the following table:

Name	Company matching contributions	Life insurance	SPP adjustments	Severance	Perquisites	Total
Mr. Cornell	$186,186	$45,720	$0	$0	$392,982	$624,888
Mr. Lee	$56,940	$8,280	$0	$0	$9,273	$74,493
Mr. Fiddelke	$90,609	$5,621	$46,074	$0	$41,317	$183,621
Mr. Gomez	$73,975	$15,480	$0	$0	$56,866	$146,321
Ms. Kremer	$68,885	$5,400	$26,579	$0	$23,473	$124,337
Ms. Tu	$17,183	$4,763	$0	$981,699	$5,398	$1,009,043

Company matching contributions. Company matching contributions represent restored match credits and 401(k) matching

contributions made by Target. Restored match credits represent matching contributions made by Target into a participant’s

EDCP account where matching contributions for eligible pay are not able to be made into the participant’s Target 401(k) Plan

account because of IRC limits. The amount of the restored match credits may represent up to a maximum of 5% of eligible

pay allocated between the participant’s Target 401(k) Plan and EDCP accounts. The 5% match rate is the same for all Team

Members.

Life insurance. Life insurance represents the dollar value of life insurance premiums paid by Target.

SPP adjustments. SPP adjustments represent fluctuations of supplemental pension plan benefits that are credited or debited

to the NEO’s EDCP accounts. These benefits are based on our normal pension formulas. As applicable, they are affected by

final average pay, service, age, and changes in interest rates.

Severance. Severance represents the amount paid to Ms. Tu under Target’s ICP program for Fiscal 2025.

Perquisites. The dollar amount of “Perquisites” in this Note’s table represents the incremental cost of providing the

perquisite. We generally measure incremental cost by the additional variable costs attributable to personal use, and we

disregard fixed costs that do not change based on usage. Incremental cost for personal use of company-provided aircraft

was determined by including fuel cost, landing fees, on-board catering, any variable maintenance costs attributable to

personal flights, any commuting expenses to and from the airport, and related unoccupied positioning, or “deadhead,” flights.

Mr. Cornell is eligible only for perquisites that serve a business purpose for Target or support his safety, health, and well-

being, namely: reimbursement of security expenses, on-site parking, executive physical, and personal use of company-owned

aircraft (including to travel to outside board meetings) for security reasons. The perquisites for our Non-CEO NEOs typically

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Compensation tables

consist of reimbursement of financial management expenses, reimbursement of security expenses, on-site parking, spousal

travel on business trips, limited personal use of company-owned aircraft (including to travel to outside board meetings), and

executive physicals. The individual perquisites that exceeded $25,000 were use of the company-owned aircraft. Mr. Cornell’s

personal use of company-owned aircraft, driven by security concerns that have intensified in recent years, amounted to

$372,573, and Mr. Gomez’s personal use of company-owned aircraft was for travel to outside board meetings, which

amounted to $36,285. No tax gross-ups are provided on these perquisites.

In addition to the perquisites described in this Note and quantified in this Note’s table, the NEOs occasionally use support

staff time for personal matters, principally to allow them to devote more time to our business, and receive personal use of

empty seats on business flights of company-owned aircraft, and personal use of event tickets when such tickets are not being

used for business purposes, each of which are benefits for which we have no incremental cost.

Grants of plan-based awards in Fiscal 2025

Name	Grant date	Estimated possible payouts under non-equity incentive plan awards (1) — Threshold	Target	Maximum	Estimated future payouts under equity incentive plan awards (2) — Threshold	Target	Maximum	Grant date fair value of stock awards (3)
Brian C.	3/12/25	$560,000	$1,876,000	$3,752,000
Cornell	3/12/25				0	101,621	203,242	$11,040,105
	3/12/25				50,811	67,747	84,684	$7,515,175
Jim Lee	3/12/25	$170,000	$569,500	$1,139,000
	3/12/25				0	19,883	39,766	$2,160,089
	3/12/25				9,942	13,255	16,569	$1,470,377
	3/12/25				0	13,808	27,616	$1,500,101
Michael J.	3/12/25	$213,846	$716,385	$1,432,769
Fiddelke	3/12/25				0	34,794	69,588	$3,780,020
	3/12/25				17,397	23,196	28,995	$2,573,132
	3/12/25				0	13,808	27,616	$1,500,101
Richard H.	3/12/25	$167,692	$561,769	$1,123,538
Gomez (4)	3/12/25				0	18,226	36,452	$1,980,073
	3/12/25				9,114	12,151	15,189	$1,347,910
	3/12/25				0	13,808	27,616	$1,500,101
Melissa K.	3/12/25	$157,692	$528,269	$1,056,538
Kremer	3/12/25				0	14,360	28,720	$1,560,070
	3/12/25				7,180	9,573	11,967	$1,061,933
	3/12/25				0	13,808	27,616	$1,500,101
Amy Tu (5)	3/12/25	$165,000	$552,750	$1,105,500
	3/12/25				0	16,569	33,138	$1,800,056
	3/12/25				8,285	11,046	13,808	$1,225,333
	3/12/25				0	13,808	27,616	$1,500,101

(1) Awards represent potential payments under the financial component of our annual STIP in Fiscal 2025 , which are based on

specified target levels of Incentive Operating Income and Net Sales, as described on page 42 of the CD&A. The actual

payouts earned under the financial component of our annual STIP are reflected in the “Non-equity incentive plan

compensation” column of the “Summary compensation table.” 67% of the annual STIP is based on the financial component,

and 33% is based on the team scorecard component, as described on page 45 . The threshold, goal, and maximum payouts

for the team scorecard component as a percentage of goal, which are not included in the table above, are described on page

46 . To be eligible for a payment under the annual STIP, NEOs must be employed on the date the payments are made

(typically in March of each year with respect to the preceding fiscal year), except in the event of death, disability, or retirement

eligibility (termination other than for cause after age 55 with at least five years of service). The maximum payment for our

annual STIP is the annual plan maximum, which is generally four times salary for our CEO and two times salary for Non-CEO

NEOs. Due to her departure as of June 1, 2025, Ms. Tu was not eligible to receive a STIP payout.

(2) Awards represent potential payments under PSUs, PBRSUs, and SLPAs granted in Fiscal 2025 . See the CD&A for a more

detailed description of the performance measures for those awards. The other terms of the PSUs, PBRSUs, and SLPAs are

described in Note 2 to the “Outstanding equity awards at Fiscal 2025 year-end” table on page 61 .

(3) Grant date fair value for PSUs, PBRSUs, and SLPAs was determined pursuant to FASB ASC Topic 718.

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(4) Due to his departure and retirement eligibility, Mr. Gomez is eligible to receive 100% of his PSUs, 50% of his PBRSUs, and

pro-rated vesting of his SLPAs based on time served during the performance period with original payout timing. 50% of his

PBRSUs were forfeited.

(5) Due to her departure, Ms. Tu is eligible to receive 50% vesting of her PBRSUs granted with original payout timing. 100% of

PSUs and SLPAs, and 50% of PBRSUs were forfeited.

Outstanding equity awards at Fiscal 2025 year-end

Name	Grant Date	Stock awards — Number of shares or units of stock that have not vested (1)	Market value of shares or units of stock that have not vested (1)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (2)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (2)
Brian C. Cornell	3/13/2024			99,989	$10,545,840
	3/12/2025			177,436	$18,714,175
Jim Lee	9/30/2024	31,798	$3,353,735	10,303	$1,086,657
	3/12/2025			49,187	$5,187,753
Michael J. Fiddelke	3/13/2024			30,721	$3,240,144
	3/12/2025			75,223	$7,933,770
Richard H. Gomez (3)	3/13/2024			16,347	$1,724,118
	3/12/2025			46,295	$4,882,734
Melissa K. Kremer	3/13/2024			14,710	$1,551,464
	3/12/2025			39,544	$4,170,706
Amy Tu (4)	8/30/2024			4,179	$440,759
	3/12/2025			5,788	$610,460

(1) Represents shares issuable under outstanding RSUs granted to Mr. Lee as a part of his new hire compensation. Those RSUs

vest in one-third increments on each of the first three anniversaries of the grant date. After vesting, the RSUs will be

converted into shares of our common stock on a 1:1 basis. Dividend equivalents are accrued (in the form of additional units)

on the RSUs during the vesting period and converted to shares if and after the underlying RSUs vest. Mr. Lee must generally

be continuously employed for three years from the grant date in order to receive the shares, except vesting of 100% of the

outstanding RSUs is accelerated in the event of death or disability, and vesting of 50% of any outstanding RSUs is

accelerated in the event of an involuntary termination without cause.

(2) The shares reported in these columns represent potentially issuable shares under outstanding PSUs, PBRSUs, and SLPAs

which represent the right to receive a variable number of shares based on actual performance over the performance periods

described in the CD&A of the applicable proxy statements for the years the awards were granted. The number of shares

reported is based on our actual performance results through the end of Fiscal 2025 under the applicable performance

measures and assuming that the payout will occur at the next highest level (threshold, target, or maximum). The performance

levels required for payouts on outstanding awards are described in the CD&A of the applicable proxy statements for the years

the awards were granted. The market value of stock reported is calculated by multiplying the number of shares by our Year-

End Stock Price. As of the end of the Fiscal 2025 , actual performance results for all outstanding PSUs, PBRSUs, and SLPAs

were below target levels. Based on this performance, the amounts in these columns represent payouts at the target level for

all outstanding PSUs, PBRSUs, and SLPAs.

Dividend equivalents are accrued (in the form of additional units) on PSUs, PBRSUs, and SLPAs respectively, during the

vesting period and are subject to the same performance and other conditions as the underlying PSUs, PBRSUs, and SLPAs.

The dividend equivalents are converted to shares if and after the underlying PSUs, PBRSUs, and SLPAs vest.

The payment date of the awards, to the extent they are earned, will generally be within 90 days after the date the

Compensation & Human Capital Management Committee certifies the financial results following completion of the

performance period. In addition, PSUs, PBRSUs, and SLPAs are subject to certain post-employment covenants. Vesting will

also occur, and any shares earned upon certification of the financial results following completion of the performance period

will be paid, if a termination occurs under the following circumstances prior to the end of the performance period (referred to

as “vesting-extension provisions”):

• death or disability;

• NEO is age 55 or greater and has at least 5 years of service;

• for PSUs only, the NEO is age 45-54, has at least 15 years of service, and has worked for a specified minimum amount of

the performance period (one to two years, depending on age);

• for PBRSUs only, 50% of the shares subject to an award will vest if the recipient is involuntarily terminated without cause

prior to the scheduled vesting date; or

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• for SLPAs only, following involuntary termination without cause or retirement (at age 55 or greater with at least 5 years of

service), vesting is accelerated for a pro-rated amount of the Earned Payout shares, calculated using the participant’s

months of service during the 36-month performance period, and the remaining unvested shares are forfeited.

To receive these vesting-extension provisions, the NEO must sign an agreement that releases any claims against us and

includes post-employment covenants. If the termination is voluntary, the NEO must also have commenced discussions with

Target regarding the NEO’s consideration of termination at least six months prior to termination. Beginning in 2023, the NEOs

vest pro-rata in PSU and PBRSU awards granted during the fiscal year in which their retirement occurs. These vesting-

extension provisions are not available if an executive officer’s employment is terminated for cause. If an NEO’s employment is

terminated for cause, then all PSUs and PBRSUs are forfeited.

(3) For Mr. Gomez, the amounts in this table represent his outstanding awards at Fiscal 2025 year end. Due to his departure and

retirement eligibility, Mr. Gomez will receive 100% of his 2024-2026 and 2025-2027 PSUs, 50% of his 2024-2026 and

2025-2027 PBRSUs, and a pro-rated percentage of his SLPAs.

(4) For Ms. Tu, the amounts in this table represent 50% of her 2024-2026 and 2025-2027 PBRSU awards that are outstanding.

The following were forfeited in accordance with the terms of the awards: 100% of her 2024-2026 and 2025-2027 PSUs, 50%

of her 2024-2026 and 2025-2027 PBRSUs, 100% of her SLPAs, and 50% of her RSUs.

Stock vested in Fiscal 2025

Name	Stock awards
	Number of shares acquired on vesting	Value realized on vesting (1)
Brian C. Cornell	79,564	$9,582,816
Jim Lee	15,548	$1,379,574
Michael J. Fiddelke	17,628	$2,123,145
Richard H. Gomez	13,085	$1,575,978
Melissa K. Kremer	11,375	$1,370,023
Amy Tu (2)	13,785	$1,335,491

(1) “Value realized on vesting” is calculated by multiplying the number of shares acquired on vesting by the market value of

Target common stock on the respective vesting date(s), except that where the Compensation & Human Capital Management

Committee must certify the number of shares earned, “Value realized on vesting” is calculated by multiplying the number of

shares earned by the market value of Target common stock on the date the Compensation & Human Capital Management

Committee certifies the shares that were earned.

(2) For Ms. Tu, the amounts in this table represent accelerated vesting of 50% of her outstanding RSUs upon her departure in

accordance with the terms of the award.

Pension benefits for Fiscal 2025

Name (1)	Plan name	Age at FYE	Number of years credited service	Present value of accumulated benefit	Payments during last fiscal year
Michael J. Fiddelke	Target Corporation Pension Plan	49	21	$182,765	$0
Melissa K. Kremer	Target Corporation Pension Plan	48	21	$160,297	$0

(1) Mr. Cornell, Mr. Lee, Mr. Gomez, and Ms. Tu are not eligible for the Target Corporation Pension Plan, SPP I, or SPP II

because they were hired after January 2009.

Pension plan

The “Pension benefits for Fiscal 2025 ” table reports benefits

under the Pension Plan, which is a tax qualified retirement plan

that provides retirement benefits to eligible Team Members

who were hired prior to January 2009. The Pension Plan uses

two different benefit formulas: Final Average Pay and Cash

Balance Plan.

Team Members who were active participants in the Pension

Plan prior to 2003 had the choice to have benefits for their

service after December 31, 2002 calculated using either the

final average pay formula or the cash balance plan formula.

Since Mr. Fiddelke and Ms. Kremer joined Target after

December 31, 2002, their benefit is based on the cash balance

plan formula.

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Cash balance plan formula

The cash balance plan formula is determined by the value of

the participant’s cash balance plan account balance, which is

credited each calendar quarter with both pay credits and

interest credits. Pay credits to a participant’s personal pension

account are based on a fixed percentage of the participant’s

eligible pay for the quarter, subject to the annual IRC limit,

ranging from 1.5% to 6.5%, depending upon the participant’s

combined age and service. Interest credits to a participant’s

personal pension account are generally made on the last day

of the quarter based on the value of the account at the

beginning of the quarter and at an interest rate of 4.64% . A

participant’s cash balance plan account balance is payable to

the participant at any time after termination of employment in a

form elected by the participant.

Supplemental pension plans

We also provide benefits under supplemental pension plans,

which are reflected in the “Nonqualified deferred

compensation for Fiscal 2025 ” table. SPP I restores the lost

qualified Pension Plan benefit due to an officer’s eligible pay

being greater than the annual compensation limits imposed by

the IRC, and is based on the same benefit formulas used for

determining benefits under the Pension Plan. SPP II restores

the lost qualified Pension Plan benefit due to amounts being

deferred under the EDCP (our current deferred compensation

plan) and therefore not considered for benefit purposes under

the Pension Plan or SPP I.

Each year, the annual change in the actuarial lump-sum

amount of a participant’s vested benefits under SPP I and II is

calculated and added to, or deducted from, the participant’s

EDCP account. A final calculation and an EDCP account

adjustment occurs upon termination of employment. Because

of the feature that annually transfers amounts to a participant’s

EDCP account, the benefits accrued under SPP I and II are

reflected as EDCP deferrals in the “Nonqualified deferred

compensation for Fiscal 2025 ” table.

Nonqualified deferred compensation for Fiscal 2025

The amounts in the following table represent deferrals under the EDCP, which includes the supplemental pension benefits

discussed in the preceding section.

Name	Executive contributions in last FY (1)	Registrant contributions in last FY (2)	Aggregate earnings in last FY (3)	Aggregate withdrawals/ distributions in last FY	Aggregate balance at last FYE (4)
Brian C. Cornell	$132,497	$168,686	$688,314	$0	$8,005,585
Jim Lee	$61,472	$37,887	$6,713	$0	$112,695
Michael J. Fiddelke	$181,980	$118,035	$243,043	$0	$2,387,966
Richard H. Gomez	$213,740	$55,638	$293,760	$0	$2,198,073
Melissa K. Kremer	$22,214	$77,762	$669,060	$0	$6,389,879
Amy Tu	$14,279	($317)	$5,071	($33,791)	$0

(1) All amounts of executive contributions in the table have been reported in the current year “Summary compensation table.”

(2) All registrant contributions from the table have been reported in the current year “Summary compensation table.” Registrant

contributions include transfers of SPP benefits, whether such adjustments are positive or negative, and restored match

credits on executive deferrals into the EDCP (i.e., matching contributions made into a participant’s EDCP account where

matching contributions are not able to be made into the participant’s Target 401(k) Plan account because of IRC limits).

Restored match credits are subject to a vesting requirement. Contributions made in Fiscal 2017 and later years cliff vest five

years after an executive first becomes eligible to participate in EDCP. The restored match credits made to each of our NEOs

in Fiscal 2025 are vested, other than Mr. Lee. Ms. Tu forfeited her restored match credits as she was not vested.

(3) No amounts from aggregate earnings in the table have been reported in the current year “Summary compensation table.”

(4) The following amounts of the aggregate balance from the table were reported in the summary compensation tables covering

Fiscal 2006 to Fiscal 2024.

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Name	Reported in prior years’ summary compensation tables
Mr. Cornell	$4,233,926
Mr. Lee	$6,539
Mr. Fiddelke	$1,048,947
Mr. Gomez	$302,326
Ms. Kremer	$0
Ms. Tu	$14,596

Participants in the EDCP may generally elect to defer up to

80% of their salary, bonus, and non-equity incentive plan

payments. At any time, EDCP participants are permitted to

choose to have their account balance indexed to crediting rate

alternatives that generally mirror the investment choices and

actual rates of return available under the Target 401(k) Plan,

except that the EDCP alternatives also include a Target

common stock fund. Target invests general corporate assets

through various investment vehicles to offset a substantial

portion of the economic exposure to the investment returns

earned under EDCP. See Note 24, Defined Contribution Plans,

in the 2025 Annual Report for additional information.

At the time of deferral, participants can elect to receive a

distribution of their EDCP account at a fixed date or upon

termination of employment. EDCP payouts at a fixed date will

be made as lump-sum payments. EDCP payouts made on

termination of employment can be made as a lump-sum

payment, or installment payments over five or ten years

commencing immediately or one year after termination of

employment. EDCP payouts are also made in the case of the

termination of EDCP, a qualifying change-in-control, or

unforeseeable financial emergency of the participant creating

severe financial hardship.

The EDCP is intended to comply with IRC Section 409A. As a

result, payments to NEOs based on a termination of

employment will generally be delayed six months. The EDCP is

an unfunded plan and represents a general unsecured

obligation of Target. Participants’ account balances will be

paid only if Target has the ability to pay. Accordingly, account

balances may be lost in the event of Target’s bankruptcy or

insolvency.

Potential payments upon termination or

change-in-control

This section explains the payments and benefits to which our

currently employed NEOs are entitled in various termination of

employment and change-in-control scenarios. The potential

payments to the currently employed NEOs are hypothetical

situations only, and assume that termination of employment

and/or change-in-control occurred on January 31, 2026 , the

last day of Fiscal 2025 , and that any consideration paid in

connection with a hypothetical change-in-control was at our

Year-End Stock Price.

In general terms, we will experience a change-in-control, as

defined in our compensation plans, whenever any of the

following events occur:

• our continuing directors cease to constitute a majority of our

Board (any director who assumes office as a result of an

actual or threatened contested election will not be

considered to be a continuing director);

• any person or group acquires 30% or more of our common

stock;

• we merge with or into another company and our

shareholders own less than 60% of the combined company;

• our shareholders approve an agreement or plan to liquidate

or dissolve Target.

Where there is a change-in-control, a double-trigger generally

applies to PSUs and PBRSUs, meaning that no outstanding

awards of those types granted will accelerate upon a change-

in-control unless, within two years after a change-in-control,

an involuntary termination of employment without cause or a

voluntary termination of employment for good reason occurs.

Good reason generally means a material reduction in

compensation or responsibilities, or a required relocation

following a change-in-control.

The intent of this section is to isolate those payments and

benefits for which the amount, vesting, or time of payment is

altered by the described termination or change-in-control

situations. Because of that focus, this section does not cover

all amounts the NEOs will receive following termination.

Specifically, under all employment termination scenarios,

NEOs are entitled to receive their vested balances under our

pension and deferred compensation plans, as disclosed in the

“Pension benefits for Fiscal 2025” and “Nonqualified deferred

compensation for Fiscal 2025” tables.

The following table shows the payments and benefits for which

the amount, vesting, or time of payment is altered by each

employment termination situation. The footnotes to the table

explain the general provisions applicable to each situation. In

addition, our plans do not provide for any gross-ups for taxes

due on any payments described in this section.

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Table of potential payments upon termination or

change-in-control

Name/Payment type	Voluntary termination	Involuntary termination	Death	Disability	Change-in-control
					No termination	Involuntary without cause or voluntary good reason termination
Brian C. Cornell (1)
ICP Payments (Severance) (2)	$0	$6,883,840	$0	$0	$0	$6,883,840
PSU Vesting (3)(4)	$0	$0	$0	$0	$0	$17,380,190
PBRSU Vesting (3)(4)	$8,690,201	$4,345,153	$8,690,201	$8,690,201	$0	$11,586,934
Life Insurance Proceeds (5)	$0	$0	$3,000,000	$0	$0	$0
Excess LTD Plan (6)	$0	$0	$0	$420,000	$0	$0
Total	$8,690,201	$11,228,993	$11,690,201	$9,110,201	$0	$35,850,964
Jim Lee
ICP Payments (Severance) (2)	$0	$3,140,830	$0	$0	$0	$3,140,830
PSU Vesting (3)(4)	$0	$0	$0	$0	$0	$2,820,479
PBRSU Vesting (3)(4)	$0	$705,172	$1,410,345	$1,410,345	$0	$1,880,425
RSU Vesting (3)(4)	$0	$1,660,098	$3,320,090	$3,320,090	$0	$3,320,090
SLPA Vesting (3)(4)	$0	$0	$0	$0	$0	$1,510,541
Life Insurance Proceeds (5)	$0	$0	$3,000,000	$0	$0	$0
Excess LTD Plan (6)	$0	$0	$0	$420,000	$0	$0
Total	$0	$5,506,100	$7,730,435	$5,150,435	$0	$12,672,365
Michael J. Fiddelke (1)
ICP Payments (Severance) (2)	$0	$3,411,003	$0	$0	$0	$3,411,003
PSU Vesting (3)(4)	$0	$0	$0	$0	$0	$5,730,818
PBRSU Vesting (3)(4)	$0	$1,432,810	$2,865,514	$2,865,514	$0	$3,820,545
SLPA Vesting (3)(4)	$0	$0	$0	$0	$0	$1,510,541
Life Insurance Proceeds (5)	$0	$0	$3,000,000	$0	$0	$0
Excess LTD Plan (6)	$0	$0	$0	$420,000	$0	$0
Total	$0	$4,843,813	$5,865,514	$3,285,514	$0	$14,472,907
Richard H. Gomez (1)(7)
ICP Payments (Severance) (2)	—	$2,800,456	—	—	—	—
PSU Vesting (3)(4)	—	$0	—	—	—	—
PBRSU Vesting (3)(4)	—	$754,638	—	—	—	—
SLPA Vesting (3)(4)	—	$0	—	—	—	—
Life Insurance Proceeds (5)	—	$0	—	—	—	—
Excess LTD Plan (6)	—	$0	—	—	—	—
Total	—	$3,555,094	—	—	—	—
Melissa K. Kremer (1)
ICP Payments (Severance) (2)	$0	$2,630,673	$0	$0	$0	$2,630,673
PSU Vesting (3)(4)	$0	$0	$0	$0	$0	$2,492,362
PBRSU Vesting (3)(4)	$0	$623,222	$1,246,444	$1,246,444	$0	$1,661,785
SLPA Vesting (3)(4)	$0	$0	$0	$0	$0	$1,510,541
Life Insurance Proceeds (5)	$0	$0	$3,000,000	$0	$0	$0
Excess LTD Plan (6)	$0	$0	$0	$420,000	$0	$0
Total	$0	$3,253,895	$4,246,444	$1,666,444	$0	$8,295,361

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Name/Payment type	Voluntary termination	Involuntary termination	Death	Disability	Change-in-control
					No termination	Involuntary without cause or voluntary good reason termination
Amy Tu (8)
ICP Payments (Severance) (2)	—	$3,032,844	—	—	—	—
PSU Vesting (3)(4)	—	$0	—	—	—	—
PBRSU Vesting (3)(4)	—	$780,583	—	—	—	—
RSU Vesting (3)(4)	—	$1,453,904	—	—	—	—
SLPA Vesting (3)(4)	—	$0	—	—	—	—
Life Insurance Proceeds (5)	—	$0	—	—	—	—
Excess LTD Plan (6)	—	$0	—	—	—	—
Total	—	$5,267,331	—	—	—	—

(1) A “Retirement Eligible NEO” is an NEO who has met the age and years of service requirements described in Note 2 to the

“Outstanding equity awards at Fiscal 2025 year-end” table on page 61 . The Retirement Eligible NEOs are Mr. Cornell and Mr.

Gomez for PSUs and PBRSUs. Mr. Fiddelke and Ms. Kremer are Retirement Eligible NEOs for PSUs only.

(2) We provide ICP payments to NEOs who are involuntarily terminated without cause to assist in their occupational transitions.

The maximum payment under the ICP (paid during regular pay cycles over 24 months) is two times the sum of base salary

and the average of the last three years of short-term incentive payments. In addition, any NEO who receives severance

payments under the ICP also receives a $30,000 allowance for outplacement services. Each of the NEOs is eligible for 24

months of payments under the ICP, conditioned on the NEO releasing any claims against us and agreeing to certain post-

employment covenants. Mr. Cornell will not be eligible for severance under Target’s Income Continuance Plan in his role as

Executive Chair.

(3) Amounts are determined by multiplying the number of shares for which vesting is accelerated by our Year-End Stock Price.

For PSUs, PBRSUs, and SLPAs, shares are based either on the Earned Payout or the Goal Payout. Where the share amount

is determined based on Earned Payout, the table uses the minimum amount that can be earned, which is 0% of the at-goal

payout for PSUs and SLPAs, and 75% of the at-goal payout for PBRSUs. The number of shares for which vesting is

accelerated for each employment termination situation is as follows:

Voluntary termination. All unvested shares are forfeited except that following retirement (at age 55 or greater with at least 5

years of service), vesting is accelerated for 100% of the Earned Payout shares for PSUs and PBRSUs,100% of any RSUs, and

a pro-rated amount of SLPAs, calculated using the participant’s months of service during the 36-month performance period.

Involuntary termination. Vesting is accelerated for 50% of the Earned Payout shares for PBRSUs, 50% of any unvested

shares for sign-on RSUs granted to Mr. Lee, and the remaining unvested shares are forfeited. All unvested shares are forfeited

for PSUs except that following involuntary termination without cause at age 55 or greater with at least 5 years of service,

vesting is accelerated for 100% of the Earned Payout shares. All unvested shares are forfeited for SLPAs except that following

involuntary termination without cause, vesting is accelerated for a pro-rated amount of SLPAs, calculated using the

participant’s months of service during the 36-month performance period.

Death/disability. Vesting is accelerated for 100% of the Earned Payout shares for PSUs, PBRSUs, and SLPAs and for 100%

of any RSUs.

Change-in-control. PSUs, PBRSUs, RSUs, and SLPAs are subject to a double-trigger. Where both triggers occur, vesting is

accelerated for 100% of the Goal Payout shares for PSUs, PBRSUs, and SLPAs and for 100% of any RSUs. We use 100% of

the Goal Payout for PSUs, PBRSUs, and SLPAs in connection with a change-in-control to eliminate arbitrary results that

could occur with a shortened performance period and in case calculation of actual or comparable performance metrics would

be unfeasible following the change-in-control.

(4) Additional detail about the accelerated vesting provisions of the PSUs, PBRSUs, RSUs, and SLPAs can be found in the Notes

under the “Outstanding equity awards at Fiscal 2025 year-end” table on page 61 .

(5) Depending on the level of coverage elected by the participant, life insurance proceeds range from $50,000 to an amount

equal to three times the sum of the prior year’s annual base salary and the most recent bonus and non-equity incentive plan

payments, up to a maximum of $3 million.

(6) Represents annual payments under our Excess LTD Plan, which provides monthly disability income payments with respect to

the portion of annualized salary and three-year average bonus and non-equity incentive plan compensation above the annual

compensation limit ( currently set at $300,000), but not exceeding $1 million , for our Base LTD Plan. The Excess LTD Plan

replaces 60% of a participant’s eligible compensation. A participant who becomes disabled before age 65 is eligible to

receive payments under the plan while he or she is totally and permanently disabled through age 65 (with a minimum of three

years of disability payments) or death, if sooner. In order to receive payments under the Excess LTD Plan, the NEO must be

enrolled in the Base LTD Plan.

(7) Mr. Gomez will receive the following payments and vesting in connection with his involuntary termination without cause: cash

severance payments under the ICP, as well as $30,000 for outplacement services; eligible to receive 100% vesting of PSUs

granted in March 2024 and 2025, 50% of PBRSUs granted in March 2024 and 2025, and a pro-rated percentage of SLPAs

based on actual performance following the end of the performance periods.

(8) Ms. Tu received the following payments and vesting in connection with her involuntary termination without cause: cash

severance payments under the ICP, as well as $30,000 for outplacement services; eligible to receive 50% vesting of PBRSUs

TARGET CORPORATION 2026 Proxy Statement 67

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granted in March 2024 and 2025 based on actual performance following the end of the performance periods; and accelerated

vesting of 50% of RSUs.

Pay ratio disclosure

As disclosed in the “Summary compensation table” on page

58 , the Fiscal 2025 total annual compensation for our CEO

was $21,830,088 . We estimate that the Fiscal 2025 total

annual compensation for the median Team Member was

$27,506 . The median Team Member is employed part-time.

The resulting ratio of our CEO’s total annual compensation to

that of the median Team Member for Fiscal 2025 is 794 to 1 .

The median Team Member’s Fiscal 2025 total annual

compensation was calculated in the same manner used to

calculate the CEO’s compensation in the “Summary

compensation table” on page 58 .

To determine the median Team Member excluding our CEO,

we used W-2 wages or their equivalent for the 2025 calendar

year for Team Members employed as of January 31, 2026 , the

last day of Fiscal 2025. For all permanent Team Members who

were employed for less than the full calendar year, we

calculated a daily pay rate and then annualized their W-2

wages. Team Members hired after December 31, 2025 do not

yet have wages for 2025 reported on Form W-2, so we used

annual base salary for exempt permanent Team Members

hired after that date, and for non-exempt permanent Team

Members hired after that date we multiplied their hourly

compensation rate by the average hours worked by all U.S.

non-exempt Team Members to approximate their annual

compensation. These estimates and assumptions were used

to annualize each permanent Team Member’s compensation

without treating any part-time Team Member as a full-time

equivalent. We included all non-U.S. Team Members in

determining the median Team Member, treated in the same

manner described above, except that for non-U.S. Team

Members not paid in U.S. dollars, the foreign currency was

converted into U.S. dollars using the applicable currency

conversion rate as of January 31, 2026 . To ensure the

compensation of temporary or seasonal Team Members is not

annualized, we used their W-2 wages without adjustments.

Pay versus performance disclosure

Pay versus performance table

The pay versus performance table includes information for Fiscal Years 2021, 2022, 2023, 2024, and 2025.

Fiscal year	Summary compensation table total for CEO (1)	Compensation actually paid to CEO (2)	Average summary compensation table total for Non-CEO NEOs (1)	Average compensation actually paid to Non-CEO NEOs (2)	Value of initial fixed $100 investment based on: — Target total shareholder return (3)	Retail peer group total shareholder return (3)(4)	Net Income	Company selected measure: Net Sales (5)(6)
2025	$ 21,830,088	$ 7,813,021	$ 6,688,265	$ 2,413,969	$ 66.89	$ 176.65	$ 3,705	$ 104,780
2024	$ 20,407,603	$ 18,625,674	$ 7,468,427	$ 6,880,522	$ 139.81	$ 229.60	$ 4,091	$ 106,566
2023	$ 19,203,353	$ 10,755,085	$ 5,314,812	$ 3,328,237	$ 143.24	$ 168.88	$ 4,138	$ 107,412
2022	$ 17,664,896	($ 9,622,361 )	$ 4,809,406	($ 2,251,345 )	$ 160.71	$ 123.48	$ 2,780	$ 109,120
2021	$ 19,758,766	$ 57,790,597	$ 5,783,188	$ 16,437,743	$ 203.29	$ 145.32	$ 6,946	$ 106,005

Note: Net income and Net Sales are in millions.

(1) Mr. Cornell is the CEO for each of the years shown. The Non-CEO NEOs include:

• 2025: Mr. Lee, Mr. Fiddelke, Mr. Gomez, Ms. Kremer, and Ms. Tu

• 2024: Mr. Lee, Mr. Fiddelke, Ms. Tu, Ms. Hennington, and Mr. Gomez

• 2022 & 2023: Mr. Fiddelke, Mr. Mulligan, Ms. Hennington, and Mr. Liu

• 2021: Mr. Fiddelke, Mr. Mulligan, Michael E. McNamara, and Mr. Liu

(2) The following tables show amounts deducted from and added to the Summary Compensation Table (“SCT”) total to calculate

Compensation Actually Paid (“CAP”). The fair value of the equity awards is consistent with the assumptions disclosed on the

grant date, with values changing primarily due to the change in stock price and our performance on the metrics applicable to

those awards.

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CEO SCT Total to CAP:

		Adjustments related to equity awards
		Deductions	Additions
Fiscal year	SCT total for CEO	Value of “Stock awards” from SCT	Year-end fair value of outstanding equity awards granted in covered year	Increase/(decrease) in fair value during covered year of outstanding equity awards granted in prior years	Increase/(decrease) in fair value of equity awards from prior year-end that vested during the covered year	CAP to CEO
2025	$ 21,830,088	$( 18,555,280 )	$ 17,918,479	$( 8,155,705 )	$( 5,224,561 )	$ 7,813,021
2024	$ 20,407,603	$( 16,087,492 )	$ 13,350,113	$ 524,286	$ 431,164	$ 18,625,674
2023	$ 19,203,353	$( 14,720,515 )	$ 13,007,853	($ 4,199,459 )	($ 2,536,147 )	$ 10,755,085
2022	$ 17,664,896	$( 14,476,318 )	$ 11,212,164	($ 2,899,650 )	($ 21,123,453 )	($ 9,622,361 )
2021	$ 19,758,766	$( 13,749,937 )	$ 17,037,025	$ 21,284,393	$ 13,460,350	$ 57,790,597

Average Non-CEO NEOs SCT Total to CAP :

		Adjustments related to equity awards					Adjustments related to pension plans
		Deductions	Additions				Deductions	Additions
Fiscal year	Average SCT total for Non-CEO NEOs	Average SCT total for value of “Stock awards” to Non-CEO NEOs	Year-end fair value of outstanding equity awards granted in covered year	Increase/ (decrease) in fair value during covered year of outstanding equity awards granted in prior years	Increase/ (decrease) in fair value of equity awards from prior year-end that vested during the covered year	Fair value of equity awards forfeited in covered year	Average SCT value of “Change in pension value” for Non-CEO NEOs	Service cost for services for covered year	CAP to Non-CEO NEOs
2025	$ 6,688,265	($ 5,291,900 )	$ 3,998,156	($ 1,384,500 )	($ 787,488 )	($ 805,617 )	($ 7,202 )	$ 4,255	$ 2,413,969
2024	$ 7,468,427	($ 5,249,920 )	$ 4,557,811	$ 60,645	$ 47,361	$ 0	($ 7,188 )	$ 3,386	$ 6,880,522
2023	$ 5,314,812	($ 3,667,147 )	$ 3,240,891	($ 1,023,467 )	($ 529,126 )	$ 0	($ 14,043 )	$ 6,317	$ 3,328,237
2022	$ 4,809,406	($ 3,528,682 )	$ 2,733,434	($ 625,473 )	($ 5,639,385 )	$ 0	($ 7,580 )	$ 6,935	($ 2,251,345 )
2021	$ 5,783,188	($ 3,385,905 )	$ 4,195,849	$ 6,220,324	$ 3,619,803	$ 0	($ 3,432 )	$ 7,916	$ 16,437,743

(3) Target Total Shareholder Return (“TSR”) and retail peer group TSR assume a respective investment of $100 on January 30,

2021, and reinvestment of all dividends. Additionally, the retail peer group is weighted by the market capitalization of each

component company. The retail peer group consists of 17 companies (Albertsons Companies, Inc., Amazon.com, Inc., Best

Buy Co., Inc., BJ’s Wholesale 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., Ross Stores, Inc., The TJX Companies, Inc., and Walmart Inc.). It is consistent with the retail peer group

described in our CD&A, excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.

(4) Target updated its peer group in Fiscal 2025. The previous peer group includes the companies described in footnote 3 and

Nordstrom, Inc. and Walgreens Boots Alliance, Inc., both of which were removed due to transitioning to private ownership.

The 2025 value of an initial fixed $100 investment based on the TSR of the previous peer group is $174.45 .

(5) Fiscal 2023 consisted of 53 weeks, compared with 52 weeks in Fiscal 2021, Fiscal 2022, Fiscal 2024, and Fiscal 2025.

(6) In Fiscal 2025, we changed our company selected measure from Merchandise Sales to Net Sales. We determined Net Sales

to be the most important financial performance measure used to link company performance to Compensation Actually Paid.

Net Sales is displayed as the company selected measure for all years in the table.

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Compensation tables

Performance measures

Included below are the most important metrics that influenced CAP in Fiscal 2025. These metrics are further detailed under our

Short-term incentives and Long-term incentives sections in the CD&A.

Performance measures
Net Sales
Incentive Operating Income
ROIC
EPS growth
Relative TSR

Description of relationships

Target’s five-year cumulative TSR compared to our company-selected retail peer group is presented below, representing the value

of an initial fixed $100 investment. Additionally, the retail peer group is weighted by the market capitalization of each component

company. The base period for the cumulative periods wa s January 30, 20 21.

The relationship between the CAP amounts for our CEO and the average of the Non-CEO NEOs to Target TSR, Net Sales, and Net

Income are presented below.

• The majority of compensation is provided in the form of long-term incentives, which are tied directly to stock price and, as

explained in the CD&A, are directly tied to our relative performance compared to the retail peer group. As a result, in each year

shown, CAP amounts are most significantly influenced by changes in the value of equity incentives.

• Net Sales was chosen as the company selected measure because it is important in measuring the overall financial health of a

retailer. It is also prominent in our STIP design and our PSU design.

• We believe that over time our ability to generate profitable Net Sales growth with efficient use of capital will drive TSR.

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53 weeks

Please see page 41 for a description of our pay for performance philosophy and how our executive compensation programs are

aligned with our performance and the creation of shareholder value.

TARGET CORPORATION 2026 Proxy Statement 71

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Compensation tables

Equity compensation plan information

The following table provides information about our common stock that may be issued under all of our stock-based compensation

plans in effect as of January 31, 2026 .

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights as of January 31, 2026 (1)	Weighted-average exercise price of outstanding options, warrants and rights as of January 31, 2026	Number of securities remaining available for future issuance under equity compensation plans as of January 31, 2026 (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	9,040,056	$0	15,292,822
Equity compensation plans not approved by security holders	0	$0	0
Total	9,040,056	$0	15,292,822

(1) This amount represents PSU, PBRSU, SLPAs, and RSU shares potentially issuable upon settlement of PSUs, PBRSUs,

SLPAs, and RSUs issued under our Amended and Restated 2011 Long-Term Incentive Plan and 2020 Long-Term Incentive

Plan and reflects the maximum number of shares issuable for those securities subject to performance-based metrics

assuming the maximum performance measures are achieved. The actual number of PSU and SLPA shares to be issued

depends on our financial performance over a period of time and the actual number of PBRSU shares to be issued depends on

our TSR over a period of time. PSUs, PBRSUs, SLPAs, and RSUs have been excluded from the weighted average exercise

price calculation in column (b) because they do not have an exercise price.

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Management proposals

Item two Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm

Item of business	Board recommendation	Voting approval standard
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.	The Board recommends that shareholders vote FOR this item.	Majority of shares present and entitled to vote. (1) Abstentions have the effect of a vote “Against” in calculating the required vote. There are no broker non-votes for this item.

(1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.

“Shares present” includes shares represented in person or by proxy and entitled to vote on the item of business (for which

purpose, broker non-votes are not entitled to vote on the item).

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

The Audit & Risk Committee is directly responsible for the

appointment, compensation, retention, and oversight of the

independent registered public accounting firm retained to audit

our financial statements. The Audit & Risk Committee

appointed Ernst & Young LLP as the independent registered

public accounting firm for Target and its subsidiaries for the

fiscal year ending January 30, 2027 . Ernst & Young LLP has

been retained in that capacity since 1931. In the process of

carrying out its duties and determining the registered public

accounting firm’s independence, our Audit & Risk Committee:

• reviews all non-audit services and engagements provided

by Ernst & Young LLP, specifically with regard to the impact

on the firm’s independence;

• conducts an annual assessment of Ernst & Young LLP’s

qualifications, service quality, sufficiency of resources,

quality of communications, independence, working

relationship with our management, objectivity, and

professional skepticism;

• conducts regular private meetings separately with each of

Ernst & Young LLP and our management;

• interviews and approves the selection of Ernst &

Young LLP’s new lead engagement partner with each

rotation, which occurs every five years, with a new lead

engagement partner for Fiscal 2027 to be selected in Fiscal

2026;

• at least annually obtains and reviews a report from Ernst &

Young LLP describing all relationships between the

independent auditor and Target; and

• periodically considers whether the independent registered

public accounting firm should be rotated and the advisability

and potential impact of selecting a different independent

registered public accounting firm.

The members of the Audit & Risk Committee believe that the

continued retention of Ernst & Young LLP to serve as our

independent registered public accounting firm is in the best

interests of Target and its shareholders. Specifically, the Audit

& Risk Committee believes there are benefits from its history

with Ernst & Young LLP, including:

• enhanced audit quality based on its significant industry

knowledge and expertise in the company’s business, key

risks, accounting policies and practices, and financial

systems; and

• audit efficiency and effectiveness, resulting in a competitive

fee structure that is competitive with peer companies.

As a good corporate governance practice, the Board is

seeking shareholder ratification of the appointment of Ernst &

Young LLP even though ratification is not legally required.

Proxies solicited by the Board will, unless otherwise directed,

be voted to ratify the appointment by the Audit & Risk

TARGET CORPORATION 2026 Proxy Statement 73

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Management proposals

Committee of Ernst & Young LLP as the independent

registered public accounting firm for Target and its

subsidiaries for the fiscal year ending January 30, 2027 .

A representative from Ernst & Young LLP will attend the 2026

Annual Meeting , have the opportunity to make a statement if

the representative desires, and be available to respond to

appropriate questions during the 2026 Annual Meeting .

The Board recommends that shareholders vote For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

Audit and non-audit fees

The following table presents fees for professional services performed by Ernst & Young LLP for the annual audit of our

consolidated financial statements for Fiscal 2025 and Fiscal 2024 , the review of our interim consolidated financial statements for

each quarter in Fiscal 2025 and Fiscal 2024 , and for audit-related, tax, and all other services performed in Fiscal 2025 and Fiscal

2024 :

	Fiscal year-end — January 31, 2026	February 1, 2025
Audit fees (1)	$6,770,000	$5,975,000
Audit-related fees (2)	726,000	627,000
Tax fees:
Compliance (3)	614,000	632,000
Planning & advice (4)	712,000	526,000
All other fees	—	—
Total	$8,822,000	$7,760,000

(1) Includes annual integrated audit, statutory audits of certain foreign subsidiaries, consents for securities offerings and

registration statements, accounting consultations, and other agreed-upon procedures.

(2) Includes benefit plan audits, accounting consultations, and other attestation services.

(3) Includes tax return preparation and other tax compliance services, including tax methods analysis and support.

(4) Includes tax-planning advice and assistance with tax audits and appeals.

The Audit & Risk Committee’s current practice requires pre-

approval of all audit services and permissible non-audit

services to be provided by the independent registered public

accounting firm. The Audit & Risk Committee reviews each

non-audit service to be provided and assesses the impact of

the service on the firm’s independence.

In addition, the Audit & Risk Committee has delegated

authority to grant certain pre-approvals to the Audit & Risk

Committee Chair. Pre-approvals granted by the Audit & Risk

Committee Chair are reported to the full Audit & Risk

Committee at its next regularly scheduled meeting.

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Report of the Audit & Risk Committee

The role of the Audit & Risk Committee is to assist the Board in

fulfilling its responsibility to oversee Target’s financial reporting

process. Management has primary responsibility for our

consolidated financial statements and reporting process,

including our systems of internal controls. Target’s

independent registered public accounting firm, Ernst &

Young LLP, is responsible for expressing an opinion on the

conformity of our consolidated financial statements with

accounting principles generally accepted in the United States.

In addition, the independent registered public accounting firm

will express its opinion on the effectiveness of our internal

control over financial reporting.

A copy of the Audit & Risk Committee Charter, which has been

adopted by our Board and further describes the role of the Audit

& Risk Committee in overseeing our financial reporting process,

is available online at corporate.target.com/sustainability-

governance/governance-and-reporting/corporate-governance/

board-committees-and-charters. The Board determined that all

members of the Audit & Risk Committee satisfy the applicable

audit committee independence requirements of the NYSE and

the SEC, and that Mr. Stockton, Mr. Abney, Mr. Bratspies, Mr.

Edwards, and Mr. Rice have each acquired the attributes

necessary to qualify them as “audit committee financial experts”

as defined by applicable SEC rules.

In performing its functions, the Audit & Risk Committee:

• met with Ernst & Young LLP, with and without management

present, to discuss the overall scope and plans for their

respective audits, the results of their examinations, and their

evaluations of Target’s internal controls;

• reviewed and discussed with management the audited

financial statements included in our 2025 Annual Report ;

• discussed with Ernst & Young LLP the matters required to

be discussed by the applicable requirements of the PCAOB

and the SEC; and

• received from Ernst & Young LLP the written disclosures

and the representations required by PCAOB standards

regarding Ernst & Young LLP’s independence, and

discussed with them matters relating to their independence.

Based on the review and discussions described in this report,

and subject to the limitations on the role and responsibilities of

the Audit & Risk Committee referred to above and in the Audit

& Risk Committee Charter, the Audit & Risk Committee

recommended to the Board, and the Board approved, that the

audited financial statements be included in the 2025 Annual

Report .

Audit & Risk Committee

Dmitri L Stockton, Chair

David P. Abney

Robert L. Edwards

Grace Puma

Derica W. Rice

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Item three Advisory approval of executive compensation (Say on Pay)

Item of business	Board recommendation	Voting approval standard
Advisory approval of executive compensation.	The Board recommends that shareholders vote FOR this item.	More votes “For” than “Against.” Abstentions and broker non-votes have no effect in calculating the required vote.

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

Consistent with the views expressed by shareholders at the

2023 Annual Meeting, the Board has determined to seek an

annual non-binding advisory vote from shareholders to

approve the executive compensation as disclosed in the

CD&A, tabular disclosures, and related narrative in the 2026

Proxy Statement .

Our compensation programs are structured to align the

interests of our NEOs with the interests of our shareholders.

They are designed to attract, retain, and motivate a premier

management team to sustain our distinctive brand and its

competitive advantage in the marketplace, and to provide a

framework that encourages outstanding financial results and

shareholder returns over the long term. Shareholders are urged

to read the CD&A, which discusses in-depth how our

executive compensation programs and payouts are aligned

with our performance and shareholder outcomes.

At the 2025 Annual Meeting , 92.2 % of shareholder votes were

cast in support of our executive compensation program for our

Say on Pay proposal.

●
“Resolved, that the shareholders approve the compensation awarded to the NEOs, as described in the CD&A, tabular disclosures, and other narrative executive compensation disclosures in the 2026 Proxy Statement .”

Effect of item

The Say on Pay resolution is non-binding. The approval or

disapproval of this item by shareholders will not require the

Board or the Compensation & Human Capital Management

Committee to take any action regarding Target’s executive

compensation practices. The final decision on the

compensation and benefits of our NEOs and on whether, and

if so, how, to address shareholder disapproval remains with

the Board and the Compensation & Human Capital

Management Committee.

The Board believes that the Compensation & Human Capital

Management Committee is in the best position to consider the

extensive information and factors necessary to make

independent, objective, and competitive compensation

recommendations and decisions that are in the best interests

of Target and its shareholders.

The Board values the opinions of Target’s shareholders as

expressed through their votes and other communications.

Although the resolution is non-binding, the Board will carefully

consider the outcome of the advisory vote on executive

compensation and shareholder opinions received from other

communications when making future compensation decisions.

In the past, we have made changes to our executive

compensation programs in response to shareholder feedback.

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Item four Approval of Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

Item of business	Board recommendation	Voting approval standard
Approval of Amended and Restated Target Corporation 2020 Long-Term Incentive Plan	The Board recommends that shareholders vote FOR this item.	Majority of shares present and entitled to vote. (1) Abstentions are a vote against and broker non-votes have no effect (2) in calculating the required vote.

(1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.

“Shares present” includes shares represented in person or by proxy and entitled to vote on the item of business (for which

purpose, broker non-votes are not entitled to vote on the item).

(2) If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a

minimum quorum will have the same effect as votes “Against.”

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

Introduction

The Board considers stock-based incentive compensation an

essential tool to attract and retain team members and to align

the interests of our management and Board with the interests

of our shareholders. The 2020 Long-Term Incentive Plan

(referred to as the “2020 Plan”) originally became effective on

June 10, 2020. On March 11, 2026, the Board approved,

subject to shareholder approval, an amendment and

restatement of the 2020 Plan (referred to as the “Restated

Plan” or the “Plan”). If approved by our shareholders, the

Restated Plan will become effective on the date that it is

approved by shareholders. If our shareholders do not approve

this proposal at the 2026 Annual Meeting, the Restated Plan

will not take effect, and the 2020 Plan will continue to be

administered in its current form.

Shareholder approval and Board of Directors

recommendation

Shareholder approval of the Restated Plan is being sought in

order to satisfy the NYSE shareholder approval requirements

of certain of the amendments to the 2020 Plan, and to obtain

shareholder approval of the number of shares that may be

subject to incentive stock options under Internal Revenue

Code (“Code”) Section 422.

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The Restated Plan, if approved, will:

● Increase the number of shares available for issuance of

awards by 15,500,000 shares;

● Extend the term of the Restated Plan;

● Remove limits on the number of shares subject to awards to

an individual during a 36-month period; and

● Add a limit on all types of equity awards granted to a

non ‑ employee director to a maximum of $750,000 for any

calendar year, including awards granted under the Restated

Plan .

Basis for the requested share reserve increase. The 2020

Plan originally authorized an aggregate of 35,000,000 shares

for issuance. As of April 13, 2026, there were 8,015,702 shares

of our common stock remaining available for awards under the

2020 Plan, plus the shares subject to any awards outstanding

under the Amended and Restated Target Corporation 2011

Long-Term Incentive Plan (referred to as the “Prior Plan”) as of

the date the 2020 Plan became effective that subsequently

expire, are forfeited or canceled, or are settled for cash

(“Replenished Shares”).

The 2020 Plan allows us to grant different types of stock-

based compensation awards and gives us flexibility to adapt

awards to changes in corporate strategy and the market

direction. However, we anticipate that the number of shares

available under the 2020 Plan will not be sufficient to grant

annual equity awards in 2027 in amounts determined to be

appropriate by the Compensation & Human Capital

Management Committee, or an authorized subcommittee

(referred to in this Proposal 4 as the “Committee”). The

maximum number of shares that may be issued under the

Restated Plan, if this proposal is approved by shareholders

and 15,500,000 shares are added (based on shares remaining

available for awards as of April, 13 2026), will be 34,011,541 of

which 23,515,702 shares would be available for future awards,

plus any Replenished Shares.

Awards outstanding and shares available for grant. The

table below shows, as of April 13, 2026, the number of our

shares reserved for outstanding awards under the Prior Plan

and the 2020 Plan. The table also shows the number of shares

that will be available for future grants under the Restated Plan

following its approval by our shareholders.

	As of April 13, 2026 — Shares reserved for issuance of outstanding awards (1)	Shares available for future awards		After approval of Restated Plan — Shares reserved for issuance of outstanding awards (1)	Shares available for future awards
Prior Plan (2)	98,216	0	(2)	98,216	0
2020 Plan	10,495,839	8,015,702		10,495,839	23,515,702	(3)
Total	10,594,055	8,015,702		10,594,055	23,515,702

(1) The amounts represent shares potentially issuable upon settlement of PSUs, PBRSUs, RSUs, and SLPAs issued under the

Prior Plan and the 2020 Plan and reflects the number of shares issuable for those securities subject to performance-based

metrics assuming the maximum performance measures are achieved. There are no options or stock appreciation rights

outstanding under the Prior Plan or the 2020 Plan.

(2) Following shareholder approval of the 2020 Plan, no further equity awards were granted under the Prior Plan.

(3) The Restated Plan adds 15,500,000 shares to the 2020 Plan’s reserve.

Overhang. As of April 13, 2026, there were 454,176,247

shares of our common stock issued and outstanding, and the

fair market value of a share of common stock was $117.88

based on the closing sale price of our common stock on the

NYSE on such date.

Historica l equity grant practices. Our three-year average “burn rate” for the 2023-2025 period was 0.71%.

Fiscal Year	Shares granted (1)	Weighted average number of common shares outstanding (2)	Burn rate
2025	4,105,000	454,100,000	0.90 %
2024	2,741,000	460,400,000	0.60 %
2023	2,908,000	461,500,000	0.63 %
3-year average			0.71 %

(1) Shares granted represents time-based awards granted and performance-based awards earned in the fiscal years presented.

(2) Rounded to the nearest share.

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Management proposals

Restated plan and corporate governance

features and practices

The Restated Plan and our equity grant practices follow many leading corporate governance practices:

Feature	Description
Plan provisions and our practices
Independent administration	Administered by our independent Committee.
Fungible share pool	Uses a fungible share pool model in which full value awards count as two shares against the Plan reserve.
Limits for awards to non-employee directors	Contains limit on the aggregate grant date fair value of all types of equity awards granted to a non-employee director in any calendar year to $750,000.
Fixed 10-year term	Has a fixed 10-year term ending on June 10, 2036.
Minimum exercise price	Requires that stock options and stock appreciation rights must have an exercise price of no less than fair market value.
Minimum vesting requirements	Generally requires a minimum vesting period of one year for time- based awards and a minimum performance period of one year for performance-based awards.
No dividends or dividend equivalents paid on unvested awards	Requires that any dividend or dividend equivalents payable on full value awards be subject to the same restrictions as the underlying shares or share equivalents, and prohibits dividend equivalents on stock options and stock appreciation rights.
Clawback policy	Requires that awards will be subject to our Clawback Policy.
No repricing or buyouts	Option and stock appreciation right repricing and cash buyouts are prohibited without explicit shareholder approval.
No evergreen features	Does not contain any evergreen features which would automatically provide for an increase in the shares available for grant.
No liberal share recycling	Does not permit liberal share recycling of either full value awards or options or stock appreciation rights. In particular, any shares tendered or withheld to pay the exercise price or satisfy a tax withholding obligation in connection with any award, any shares we repurchase using option exercise proceeds, and any shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on its exercise may not be used again for new grants.
No option reloading	We do not grant reload options.
Change-in-control
No liberal change-in-control definition	Our change-in-control definition does not permit acceleration of equity awards unless an actual change-in-control occurs and the terms of the equity awards provide for such acceleration.
Double-trigger vesting of equity awards	The Plan default is double-trigger full accelerated vesting of all full value, stock option and stock appreciation right awards if the awards are continued, assumed, or replaced, with vesting of performance ‑ based awards at goal level.
No excise tax gross-ups	Excise tax gross-ups are not permitted on any equity award grants.

Summary of the restated plan

The principal features of the Restated Plan are summarized

below. The summary is subject, in all respects, to the terms of

the Restated Plan, which is attached as Appendix A to this

Proxy Statement.

Effective date. The Restated Plan will become effective upon

receipt of shareholder approval at the 2026 Annual Meeting.

Purpose. The purpose of the Plan is to advance the

performance and long-term growth of Target by offering long-

term incentives to directors and team members of Target and

our subsidiaries and to our advisors or consultants who the

Committee determines will contribute to our growth and

performance for the benefit of shareholders. The Plan is also

intended to facilitate recruiting and retaining team members.

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Plan administration. Our Committee, or an authorized

subcommittee, will administer all aspects of the Plan. The

Committee is composed of persons who are both non-

employee directors, as defined under Rule 16b-3 of the

Securities Exchange Act of 1934, as amended, and meet the

director independence criteria established by the NYSE. The

Committee has the authority to, among other things:

● select participants to receive awards, determine the timing

of awards, and determine the types of awards and number

of shares covered by the awards,

● establish the terms of awards, including the performance

criteria and restrictions of the awards, and whether the

awards are settled in cash or shares,

● administer outstanding awards, including approval of any

amendment to an award,

● adopt sub-plans, and

● establish rules interpreting the Plan.

The Committee also may delegate to our officers its authority

to determine and administer awards to persons who are not

subject to the reporting requirements of Section 16 of the

Securities Exchange Act of 1934.

Eligibility . Any officer, team member, or director of Target or

any of its subsidiaries and certain of our advisors or individual

consultants are eligible for any type of award, except for

incentive stock options which can only be granted to team

members of Target or its subsidiaries. We currently have

approximately 415,000 employees and 13 non-employee

directors. The selection of participants and the nature and size

of grants and awards are within the discretion of the

Committee, subject to the terms of the Plan. Consequently, we

cannot specifically identify those team members, directors, or

other participants to whom awards may be granted under the

Plan since no such determination has been made.

Types of awards; dividends and dividend equivalents. The

Plan provides for the grant of non-qualified stock options,

incentive stock options, stock appreciation rights (“SARs”),

restricted stock, stock units, and other stock awards. Any

award may be a performance-based award. The Plan permits

dividends on restricted stock, provided that any dividends,

must be subject to the same restrictions as the underlying

shares of restricted stock. The Plan also permits dividend

equivalents on other full value awards if determined by the

Committee, provided that any dividend equivalents on such full

value awards must be subject to the same restrictions as the

underlying awards. The Plan does not permit dividends or

dividend equivalents on stock options or stock appreciation

rights.

Authorized shares . The Restated Plan authorizes the

issuance of 50,500,000 shares, including 35,000,000 shares

originally authorized and 15,500,000 additional shares, plus

any Replenished Shares.

In determining the number of shares that remain available for

grant, each stock option or stock appreciation right granted

under the Plan will reduce the number of shares available for

grant by one share for every one share granted, and except as

provided below, each full value award will reduce the number

of shares available for grant by two shares for every one share

granted.

Any shares of common stock subject to an award under the

Plan, or to an award under the Prior Plan that was outstanding

on the date the 2020 Plan was originally adopted, that expires,

is forfeited, or is settled or exchanged for cash or other

property will, to the extent of such expiration, forfeiture,

settlement, or exchange, automatically again become available

for issuance under the Plan. Each share that again becomes

available for issuance will be added back as (i) one share if the

share was subject to an option or stock appreciation right

granted under either the Plan or the Prior Plan, or (ii) as two

shares if the share was subject to a full-value award under the

Plan or the Prior Plan. However, any shares tendered or

withheld to pay the exercise price or satisfy a tax withholding

obligation in connection with any award, any shares we

repurchase using option exercise proceeds, and any shares

subject to a stock appreciation right that are not issued in

connection with the stock settlement of the stock appreciation

right on its exercise may not be used again for new grants.

Awards granted under the Plan upon the assumption of, or in

substitution for, outstanding equity awards previously granted

by an entity acquired by us or any of our subsidiaries will not

reduce the number of shares of common stock authorized for

issuance under the Plan. Additionally, if a company acquired

by us or any of our subsidiaries has shares available under a

pre-existing plan approved by shareholders and not adopted

in contemplation of such acquisition, the shares available for

grant pursuant to the terms of that pre-existing plan may be

used for awards under the Plan and will not reduce the shares

authorized for issuance under the Plan, but only if the shares

are used for awards made to individuals who were not

employed by or providing services to us or any of our

subsidiaries immediately prior to such acquisition.

Non-employee director compensation limit . The Restated

Plan provides that the aggregate grant date fair value of all

types of equity awards granted during any calendar year to

any non-employee director shall not exceed $750,000.

Award terms

Stock options . The Committee may grant to participants

options to purchase common stock that qualify as incentive

stock options for purposes of Section 422 of the IRC

(“incentive stock options”), options that do not qualify as

incentive stock options (“non-qualified stock options”), or a

combination of those types. The terms and conditions of stock

option grants, including the number of shares, exercise price,

vesting periods, and other conditions on exercise, will be

determined by the Committee.

The per share exercise price for stock options will be

determined by the Committee in its discretion, but may not be

less than the fair market value of one share of our common

stock on the date when the stock option is granted.

Additionally, in the case of incentive stock options granted to a

holder of more than 10% of the total combined voting power

of all classes of our stock on the date of grant, the exercise

price may not be less than 110% of the fair market value of

one share of common stock on the date the stock option is

granted.

Stock options must be exercised within a period fixed by the

Committee that may not exceed ten years from the date of

grant.

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At the Committee’s discretion, payment for shares of common

stock on the exercise of stock options may be made in cash,

in shares of our common stock held by the participant, by

withholding a number of shares otherwise deliverable upon

exercise of the option, or in any manner acceptable to the

Committee (including one or more forms of broker-assisted

“cashless” exercise).

Stock appreciation rights. The Committee may grant to a

participant an award of stock appreciation rights, which

entitles the participant to receive, upon its exercise, a payment

equal to (i) the excess of the fair market value of a share of

common stock on the exercise date over the stock

appreciation right exercise price, times (ii) the number of

shares of common stock with respect to which the stock

appreciation right is exercised. The payment to the participant

upon exercise of a stock appreciation right may be in cash,

shares of common stock, or any combination thereof, as

approved by the Committee in its sole discretion.

The per share exercise price for a stock appreciation right will

be determined by the Committee in its discretion, but may not

be less than the fair market value of one share of our common

stock on the date when the stock appreciation right is granted.

Stock appreciation rights must be exercised within a period

fixed by the Committee that may not exceed ten years from

the date of grant.

Restricted stock. The Committee may award to a participant

shares of common stock subject to specified restrictions.

Shares of restricted stock are subject to forfeiture if the

participant does not meet certain conditions such as

continued employment over a specified vesting period, subject

to limited exceptions for certain termination events, and/or the

attainment of specified company performance objectives over

a specified performance period. The terms and conditions of

restricted stock awards are determined by the Committee.

Stock units. The Committee also may award stock units to a

participant, with each stock unit representing the right to

receive in the future, in cash and/or shares of our common

stock as determined by the Committee, the fair market value

of a share of common stock subject to the achievement of one

or more goals relating to the completion of a specified period

of service by the participant and/or the achievement of

specified performance or other objectives. The terms and

conditions of stock unit awards are determined by the

Committee.

Other stock-based awards. The Committee may award to a

participant shares of our common stock and other awards that

are valued in whole or in part by reference to, or are otherwise

based upon or settled in, our common stock. The terms and

conditions of such other stock-based awards are determined

by the Committee, consistent with the terms and purposes of

the Plan.

Performance-based awards . The Committee may grant any

of the foregoing types of awards subject to performance-

based vesting conditions and other restrictions. For awards

subject to performance-based vesting conditions, the

Committee establishes the performance goals on or before the

date of grant of the award and within a reasonable period of

time after the beginning of the performance period. The

Committee also establishes the performance period (not less

than one year) and specifies the goal (or target) payout

amount. The Committee may provide for variable payout

amounts based on performance above or below the

performance threshold corresponding to the goal payout

amount and, in its discretion, adjust any amount otherwise

determined by the application of the performance goals to be

otherwise payable in connection with an award. At any time

prior to payment, the Committee also can adjust awards for

the effect of unforeseen events that have a substantial effect

on the performance goals and would otherwise make

application of the performance goals unfair. The performance

goals are set at the sole discretion of the Committee and may

be based upon criteria including one or more of the following :

Performance measures
● Cash flow return on investment	● Net earnings
● Comparable store sales	● Operating cash flow
● Debt leverage	● Operating income
● Earnings before interest and taxes	● Return on assets
● Earnings before interest, taxes, depreciation, and amortization	● Return on equity
● Earnings before taxes	● Return on invested capital
● Earnings per share	● Return on sales
● Economic value added	● Sales
● Free cash flow	● Selling, general, and administrative expense rate
● Gross margin rate	● Target Corporation share price
● Interest coverage	● Total net debt
● Net debt to earnings before interest, taxes, depreciation, amortization, and rent expense ratio	● Total revenue
	● Total shareholder return
	● Working capital

The Committee may also specify any other financial,

operational, or strategic measure approved by the Committee

as a performance measure. Any performance goal based on

one or more financial performance measures may be

expressed in absolute amounts, on a per share basis, relative

to one or more of the other performance measures, as a

growth rate or change from preceding periods, or as a

comparison to the performance of specified companies,

indices or other external measures, and may relate to one or

any combination of corporate, group, unit, division, subsidiary,

or individual performance. In specifying the performance goals

applicable to any performance period, the Committee may

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provide that one or more adjustments shall be made to the

performance measures on which the performance goals are

based, which may include adjustments that would cause such

measures to be considered “non-GAAP financial measures”

within the meaning of Rule 101 under Regulation G

promulgated by the SEC.

Changes in capitalization and fundamental changes;

change-in-control . In the event of a change in our

capitalization that constitutes an equity restructuring, such as

a stock split, the Committee will make adjustments to the

number of authorized shares and the individual limitations set

forth above, and the Committee may, but need not, make

adjustments in the case of other changes in capitalization. In

the event of certain fundamental changes, such as a merger or

sale of all or substantially all of our assets, the Committee may

provide for assumption of outstanding awards by the

successor entity or cash-out stock options and stock

appreciation rights based on the consideration to be received

by shareholders in the fundamental change transaction.

Under the Plan, in general Target will experience a “change-in-

control” whenever any of the following events occur:

● Our continuing directors cease to constitute a majority of

our Board (any director who assumes office as a result of an

actual or threatened contested election will not be

considered to be a continuing director),

● Any person or group acquires 30% or more of our common

stock,

● We merge with or into another company and our

shareholders own less than 60% of the combined company,

● Our shareholders approve an agreement or plan to liquidate

or dissolve our company.

Unless otherwise provided in an award agreement, the Plan

provides for double-trigger accelerated vesting in full at the

time of the change-in-control of any equity awards that are

continued, assumed, or replaced and single-trigger

accelerated vesting in full of any equity awards that are not

continued, assumed, or replaced (with options and SARs

remaining exercisable for one year thereafter). For these

purposes, a performance-based equity award will be deemed

to have achieved the applicable performance goals at the goal

level (100%) payment amount upon the change-in-control.

Double-trigger acceleration requires both a change-in-control

and the participant’s employment terminating within two years

of the change-in-control without “cause” or for “good reason”.

For this purpose, “cause” is as defined in any agreement with

the participant or otherwise means the participant’s uncured

failure to substantially perform his or her duties for Target or

our subsidiaries or deliberate and serious disloyal or dishonest

conduct in the course of employment that justifies and results

in prompt discharge under our policies and practices. A

termination is for “good reason” if the participant’s position,

authority, duties, or responsibilities are significantly

diminished, the participant’s compensation, incentive

opportunities, or aggregate employee benefits are reduced, or

if the participant is required to work at a place that is more

than 40 miles from the participant’s principal work site prior to

the change-in-control, so long as the participant provided

written notice to Target of the existence of the condition within

90 days, Target has not cured the condition within 30 days,

and the participant’s termination occurs within 180 days of the

initial existence of the condition.

If the equity awards are continued, assumed, or replaced and

a termination without cause or resignation for good reason

occurs within two years of the change-in-control, all unvested

options and stock appreciation rights become immediately

vested and exercisable for a period of one year thereafter and

all full value awards (including performance-based full value

awards that have been deemed to have achieved performance

goals at goal payout level of 100%) will immediately vest in full.

Term . The Restated Plan has a 10-year term that will expire on

June 10, 2036 or any earlier termination of the Plan by the

Board or the distribution of all shares under the Plan.

Amendment or termination . The Board may terminate or

amend the Plan at any time, except that shareholder approval

is required for any amendment that requires shareholder

approval under the rules of the NYSE. Except as required by

law, termination or amendment of the Plan may not materially

impair the rights of any participant without his or her consent.

The Committee may unilaterally amend the terms of any

outstanding award agreement, except that no such

amendment may materially impair the right of the participant

under the applicable agreement without the participant’s

consent, unless such amendment is necessary to comply with

applicable law or stock exchange rules. In addition, no

“underwater” option or stock appreciation right may be

repriced in any manner (except for anti-dilution adjustments)

without shareholder approval.

Withholding. Distributions under the Plan are subject to any

required withholding taxes and other withholdings. The Plan

provides that we may require a participant to pay cash to

cover required withholdings, or pay part of all of the

withholdings by having shares of common stock withheld, or

by tendering already owned shares of common stock having a

market value equal to the required withholding.

Clawback and recoupment. Awards granted under the

Restated Plan are subject to any clawback or recoupment

policies in effect from time to time, which includes but is not

limited to the Target Clawback Policy. For more information

about our current executive compensation recoupment

policies, see “Clawback policies” on page 56 .

Federal income tax consequences

The following summary constitutes a brief overview of the

principal U.S. Federal income tax consequences relating to

awards that may be granted under the Plan based upon

current tax laws. This summary is not intended to be

exhaustive and does not describe state, local, or foreign tax

consequences.

Non-qualified stock options . A participant will realize no

taxable income at the time a non-qualified option is granted

under the Plan, but generally at the time such non-qualified

option is exercised, the participant will realize ordinary income

in an amount equal to the excess of the fair market value of the

shares on the date of exercise over the option exercise price.

Upon a disposition of those shares, the difference between the

amount received and the fair market value on the date of

exercise will generally be treated as a long-term or short-term

capital gain or loss, depending on the holding period of the

shares. We will generally be entitled to a deduction for Federal

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income tax purposes at the same time and in the same

amount as the participant is considered to have realized

ordinary income in connection with the exercise of a non-

qualified option.

Any optionee who pays the purchase price upon exercise of an

option, in whole or in part, by delivering already owned shares

of our common stock will generally not recognize gain or loss

on the shares surrendered at the time of such delivery, except

under certain circumstances relating to incentive stock

options. Rather, such gain or loss recognition will generally

occur upon disposition of the shares acquired in substitution

for the shares surrendered.

Incentive stock options. A participant will realize no taxable

income, and we will not be entitled to any related deduction, at

the time any incentive stock option is granted. If certain

employment and holding period conditions are satisfied, then

no taxable income will result upon the exercise of such option

and we will not be entitled to any deduction in connection with

that exercise. Upon disposition of the shares after expiration of

the statutory holding periods, any gain realized by a participant

will be taxed as long-term capital gain and any loss sustained

will be long-term capital loss, and we will not be entitled to a

deduction in respect to such disposition. While no ordinary

taxable income is recognized at exercise (unless there is a

“disqualifying disposition”, see below), the excess of the fair

market value of the shares over the option exercise price is a

preference item that is recognized for alternative minimum tax

purposes.

Except in the event of death, if shares acquired by a

participant upon the exercise of an incentive stock option are

disposed of by such participant before the expiration of the

statutory holding periods (i.e., a “disqualifying disposition”),

such participant will be considered to have realized as

compensation taxed as ordinary income in the year of such

disposition an amount, not exceeding the gain realized on

such disposition, equal to the difference between the option

price and the fair market value of such shares on the date of

exercise of such option. Generally any gain realized on the

disposition in excess of the amount treated as compensation

or any loss realized on the disposition will constitute capital

gain or loss, respectively. If a participant makes a

“disqualifying disposition,” generally in the fiscal year of such

“disqualifying disposition,” we will be allowed a deduction for

Federal income tax purposes in an amount equal to the

compensation realized by such participant.

If the participant pays the option price with shares that were

originally acquired pursuant to the exercise of an incentive

stock option and the statutory holding periods for such shares

have not been met, the optionee will be treated for tax

purposes as having made a “disqualifying disposition” of such

shares.

SARs. A grant of SARs has no federal income tax

consequences at the time of grant. Upon the exercise of SARs,

the value of the shares and cash received is generally taxable

to the grantee as ordinary income, and we generally will be

entitled to a corresponding tax deduction.

Restricted stock. A participant receiving restricted stock

under the Plan may be taxed in one of two ways: the

participant (i) pays tax when the restrictions lapse, or (ii) makes

a special election to pay tax in the year the grant is made. At

either time, the value of the award for tax purposes is the

excess of the fair market value of the shares at that time over

the amount (if any) paid for the shares. This value is taxed as

ordinary income and is subject to income tax withholding. We

receive a tax deduction at the same time and for the same

amount taxable to the participant. If a participant elects to be

taxed at grant, then, when the restrictions lapse, there will be

no further tax consequences attributable to the awarded stock

until disposition of the stock.

Stock units. In general, no taxable income is realized by a

participant in the Plan upon the grant of a stock unit award.

Such participant generally would include in ordinary income

the fair market value of the award of stock at the time shares

of stock are delivered to the participant. We generally will be

entitled to a tax deduction at the time and in the amount that

the participant recognizes ordinary income.

Awards other than options, SARs, restricted stock, and stock

units. As to other awards granted under the Plan that are

payable either in cash or shares of our common stock that are

either transferable or not subject to substantial risk of

forfeiture, the holder of the award must recognize ordinary

income equal to (i) the amount of cash received or, as

applicable, (ii) the excess of (A) the fair market value of the

shares received (determined as of the date of receipt) over (B)

the amount (if any) paid for the shares by the holder of the

award. We will generally be entitled at that time to an income

tax deduction for the same amount.

Section 162(m) limit. Section 162(m) of the IRC prevents us

from taking a federal income tax deduction for compensation

paid in excess of $1 million to our “covered employees.” Any

awards we grant pursuant to the Plan to covered employees,

whether performance-based or otherwise, will be subject to

the $1 million annual deduction limitation.

Parachute payment limitations. The Plan also provides that if

any payments or benefits provided to a participant under the

Plan or any other of our compensation programs or

arrangements in connection with a change-in-control would

constitute “parachute payments” within the meaning of

Section 280G of the IRC, and would otherwise result in the

imposition of an excise tax under Section 4999 of the IRC,

then the amount of such payments and benefits will either (i)

be reduced to the extent necessary to avoid characterization

as parachute payments and the imposition of the excise tax, or

(ii) be paid in full and remain subject to the imposition of the

excise tax, whichever results in the participant’s receipt on an

after-tax basis of the greatest amount of payments and

benefits.

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P lan benefits

As described above, the Committee, in its discretion, will

select the participants who receive awards and the size and

types of those awards, if the Restated Plan is approved by

shareholders. It is, therefore, not possible to predict the

awards that will be made to particular individuals or groups

under the Restated Plan at this time.

Information regarding awards made under the 2020 Plan

during Fiscal 2025 to our directors and named executive

officers is provided elsewhere in this Proxy Statement. Please

see the “Non-employee director compensation table” section

of this Proxy Statement for additional information regarding

grants of restricted stock units under the 2020 Plan to non-

employee directors during Fiscal 2025. In addition, please refer

to the “Grants of plan-based awards in Fiscal 2025” table for a

listing of awards granted to our named executive officers

during Fiscal 2025 under the 2020 Plan.

The Board recommends that shareholders vote For approval of the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan.

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Shareholder proposals

We regularly engage in outreach efforts with our shareholders,

both large and small, on a variety of topics related to our

business. These engagements help us to better understand

the priorities and perspectives of our shareholders, while also

offering us an opportunity to describe our strategies and

practices and the significance of those matters in the context

of the scope and nature of our business and operations.

Where a shareholder proposal receives significant support, the

Board responds through shareholder engagement, disclosure,

or other means by either making the proposed changes or

explaining why the actions were not taken.

The following proposals were submitted by shareholders to be

voted on at the 2026 Annual Meeting , if properly presented at

the meeting. Target is not responsible for the content of

the “Shareholder’s proposal and supporting statement”

section of the proposals, which, other than minor formatting

changes, is reproduced as submitted by the shareholder.

When we receive a shareholder proposal we seek to engage

with the proponent in an effort to understand their concerns

and explore whether a resolution outside of the voting process

can be reached. Many times we are successful in that

endeavor. When we are not, and after reviewing the situation

with our Board, we make clear to the proponent why we

disagree and articulate the reasons in the Board’s opposition

statements below.

Item five Shareholder proposal requesting policy requiring the Board Chair to be an independent director

Item of business	Board recommendation	Voting approval standard
Shareholder proposal requesting policy requiring the Board Chair to be an independent director	The Board recommends that shareholders vote AGAINST this item.	Majority of shares present and entitled to vote. (1) Abstentions have the effect of a vote “Against” and broker non-votes generally have no effect (2) in calculating the required vote.

(1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.

“Shares present” includes shares represented in person or by proxy and entitled to vote on the item of business (for which

purpose, broker non-votes are not entitled to vote on the item).

(2) If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a

minimum quorum will have the same effect as votes “Against.”

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

The Accountability Board, 401 Edgewater Place, Suite 600, Wakefield, MA 01880-6200, which held at least $2,000 in market value

of shares of Target common stock for at least three years on September 30, 2025, intends to submit the following proposal to

shareholders at the 2026 Annual Meeting :

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Shareholder’s proposal and supporting statement

RESOLVED : Shareholders ask the Board to adopt a policy,

and amend the governance documents as necessary, to

require the Board Chair too be an independent director. The

policy may provide that if a Chair ceases to be independent,

the Board shall replace the Chair with a new, independent,

Chair; that compliance with this policy is waived if no

independent director is available and willing to serve as Chair;

and that the policy shall apply prospectively so as not to

violate any contractual obligation existing at its adoption.

DEAR FELLOW SHAREHOLDERS :

With sustained challenges in both performance and reputation,

it’s a tough time for Target — to put it mildly. Sales growth has

been inconsistent, there have been declines in foot traffic, and

controversies abound. As an August 2025 New York Times

article observed, “Target’s stock has lost more than a fifth of

its value over the past two years, while Walmart’s has nearly

doubled in price.”

Target’s problems are also illustrated in the following data,

drawn from its fiscal 2025 10-K.

The need for stronger independent Board leadership has

been painfully clear. Nevertheless, Target announced

last summer that although Brian Cornell would resign as

CEO, he’d remain a company executive and continue

Chairing the Board in that capacity .

This eroded confidence in Target even more. Some analysts

were surprised by the move (although we note that two-

thirds of Target’s Board have held executive Chair positions

elsewhere). And investors reacted negatively to the news

that the individual who oversaw Target’s operations during

its recent struggles was promoted to CEO—with continued

oversight by the previous CEO, now positioned as Executive

Board Chair.

Shareholders now have an opportunity to strengthen

Target’s governance with a policy framework that

ensures independent, non-executive Board leadership.

Target often points to its Lead Independent Director as a

counterbalance to having an executive Chair. But given the

company’s ongoing underperformance (and other significant

challenges), this structure clearly hasn’t proven sufficient to

protect shareholder interests. Looking ahead, we believe a

different approach is warranted.

This proposal’s adoption would be a crucial step toward

establishing a firewall of independent leadership that

ensures the Chair is positioned to oversee management and

represent shareholder interests free from executive

entanglements. It would strengthen the Board’s ability to

challenge assumptions, protect against excessive risk,

ensure that long-term strategy and governance aren’t

weakened by an overriding insider’s perspective, and

provide a foundational governance structure on which to

build the company’s future. Thank you.

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Position of the Board of Directors

The Board has considered this proposal and believes that

its adoption is not in the best interests of Target or its

shareholders.

Shareholder interests are best served by a flexible policy

that allows the Board to determine an appropriate

leadership structure, based on the circumstances.

The Board believes that any decision to have a combined

Chair of the Board and CEO role or to separate these roles,

should be based on Target’s specific circumstances and the

independence and capabilities of its directors. The Board

does not believe that mandating the separation of these

roles would benefit shareholders.

The Governance & Sustainability Committee, in consultation

with the Lead Independent Director (LID), has an annual

evaluation process in place to review the performance of the

Board and its Committees. In addition, through shareholder

engagement meetings, the company has found that there is

no prevailing theme on a preferred structure for Target.

Shareholders express different views on their preferred

leadership structure, with many acknowledging the benefit

of retaining flexibility. Notably, this is consistent with how

Target’s shareholders voted on similar proposals in the

past--most recently, receiving only 29% support in 2024

and 32.1% support in 2023. The Board is committed to

continuing to seek shareholder feedback on its approach

and will continue to regularly reassess its Board leadership

structure.

To support its business priorities, the company moved

from a combined Chair and CEO leadership structure

and appointed a transitional Executive Chair role.

During Fiscal 2025, Target had a combined Chair of the

Board and CEO leadership structure, with Mr. Cornell

serving in both positions. Effective February 1, 2026, Mr.

Fiddelke assumed the role of CEO and was appointed to

Target’s Board of Directors.

With this appointment, the Board determined that Target’s

needs would be best served by separating the Chair and

CEO roles and having Mr. Cornell continue to serve as a

Chair alongside a LID. These positions have distinct roles

and responsibilities, as outlined in further detail on pages

9 - 10 . The separated structure allows Mr. Fiddelke to focus

on the business as he establishes himself as Target’s CEO,

while Mr. Cornell’s continued service as Chair allows the

Board to leverage his in-depth knowledge of our business

and industry during this transitional phase.

Under Target’s Corporate Governance Guidelines, a former

CEO may not serve on the Board for an extended time.

Accordingly, at the appropriate time, the Board will be

required to revisit and determine its future leadership

structure. The Board believes it is important to maintain

flexibility in making this determination to address evolving

circumstances and future needs.

Target continues to have a strong Lead Independent

Director with robust responsibilities and engagement in

the Board room, supported by a governance structure

designed to further promote independence.

Whenever the Chair of the Board is not independent, as is

currently the case, Target’s Bylaws and Corporate

Governance Guidelines require that the Board appoint a

LID. The Corporate Governance Guidelines further require

that both the Chair and the LID be elected annually by the

independent directors. The independent directors re-elected

Ms. Leahy, who has served as LID since January 2025, to

continue in this role.

The LID position complements the Board Chair’s role,

ensuring the independent directors have the necessary

information and opportunities to fulfill their oversight

responsibilities. Among other things, the LID is responsible

for reviewing, providing input, and approving Board agenda

items, and presides over regular executive sessions

consisting solely of independent directors. A list of full

duties is described on page 10 .

The Board’s commitment to independent oversight is

reinforced by the fact that all Committees are comprised

exclusively of independent directors. The Committee Chairs

determine the agenda topics to be discussed and materials

to be evaluated in the areas covered by their respective

committee charters and provide additional independent

leadership to complement the LID.

The action requested in the proposal would

unnecessarily limit the Board’s option to apply the

leadership structure that it believes best serves the

interests of Target’s shareholders.

Target has long maintained a successful, flexible policy that

has allowed the Board to take a thoughtful approach in

adapting leadership structures depending on the

circumstances at the time. The Board has disclosed why it

believes the current structure best serves Target’s current

needs and circumstances. Moreover, Target has well-

established governance practices that foster strong,

independent leadership whenever the Chair of the Board is

not independent. For these reasons, the Board believes that

this proposal is not in the best interests of Target or its

shareholders.

The Board recommends that shareholders vote Against the shareholder proposal requesting policy requiring the Board Chair to be an independent director.

TARGET CORPORATION 2026 Proxy Statement 87

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Shareholder proposals

Item six Shareholder proposal requesting a report on presence of pesticides in Target’s private label brands

Item of business	Board recommendation	Voting approval standard
Shareholder proposal requesting a report on presence of pesticides in Target’s private label brands	The Board recommends that shareholders vote AGAINST this item.	Majority of shares present and entitled to vote. (1) Abstentions have the effect of a vote “Against” and broker non-votes generally have no effect (2) in calculating the required vote.

(1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.

“Shares present” includes shares represented in person or by proxy and entitled to vote on the item of business (for which

purpose, broker non-votes are not entitled to vote on the item).

(2) If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a

minimum quorum will have the same effect as votes “Against.”

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

Trillium ESG Global Equity Fund, as lead filer, located at One Congress Street, Suite 3101, Boston, MA 02114, along with The

Adrian Dominican Sisters, Bon Secours Mercy Health, Inc., CommonSpirit Health, The Congregation of St. Joseph, The Daughters

of Charity, Inc., and Mercy Investment Services, Inc., as co-filers, all of whom held at least $2,000 in market value of shares of

Target common stock for at least three years (or, in the case of Trillium ESG Global Equity Fund, at least $25,000 in market value of

shares of common stock for at least one year) on December 16, 2025, intend to submit the following proposal to shareholders at

the 2026 Annual Meeting :

Shareholders’ proposal and supporting statement

RESOLVED: Shareholders of Target Corporation (“Target”)

request that the board of directors issue a report on the

presence of pesticides in Target’s private label brands and any

efforts to quantify and curtail them, at reasonable cost,

focusing on material issues, and omitting proprietary

information.

SUPPORTING STATEMENT: While the report’s content is left

to the board’s discretion, shareholders recommend the board

consider including the following:

• If and how the board has oversight of and receives

updates regarding pesticide use in agricultural supply

chains that pose material, financial, or operational risk to

the company or cause harm to human health, pollinators,

or the environment.

• Type and quantity of pesticides avoided annually through

targeted strategies in prioritized crops.

• Prioritization of pesticides for reduction or elimination

aligned with classifications set by authoritative scientific

bodies, including the World Health Organization. 1

• Company targets and timelines, if any, for pesticide

reduction.

WHEREAS: Failure to reduce synthetic pesticide use impairs

living organisms in the soil that are critical to improving and

maintaining soil health and sequestering carbon, key

components of a regenerative farming system. 2,3,4

Pesticide and agrichemical exposure is associated with

serious health effects in humans from increased risk of

88 TARGET CORPORATION 2026 Proxy Statement

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Shareholder proposals

cancers to developmental defects in infants and children. 5,6,7

Health advocates cite linkage between health harms and

exposures to toxic pesticides. 8,9 Consumers are increasingly

aware of and concerned about the harms. 10 These health risks

can create financial risks; Bayer incurred over $15 billion in

settlements and judgments related to glyphosate-based

herbicides, illustrating the scale of financial liability associated

with harmful pesticides. 11

A 2025 study found 29 pesticides in Target’s own-brand baby

food, up from 21 found in 2024; 16 of which are classified as

highly hazardous to the environment and/or human health. 12,13

Target lags peers who have set timebound measurable

pesticide commitments 14 and faces growing regulatory

pressure. In 2024, 19 states considered or enacted 79 pieces

of pesticide-regulation legislation. 15

These collective risks from pesticide use appear to be material

given Target’s merchandise composition and exposure

throughout its supply chains. In 2024, Target’s net sales from

apparel and accessories, food and beverage, and home

furnishings and décor-the categories most exposed to

pesticide use-totaled over $57 billion, representing about 53

percent of net sales that year. 16

Target offers minimal disclosures on its approach to managing

pesticide pollution. In 2021, Target implemented a policy

encouraging suppliers to limit non-essential use of pesticides.

Yet, absent timebound or measurable targets, investors and

other stakeholders cannot adequately assess the policy’s

effectiveness of the board’s oversight. Given Target’s use of

Restricted Substance Lists 17 to minimize the use of other

prioritized chemicals in its own-brand products, we believe the

lack of restrictions on hazardous pesticides is a risk

management omission.

1 http://pan-international.org/wp-content/uploads/PAN_HHP_List.pdf

2 https://pmc.ncbi.nlm.nih.gov/articles/PMC2984095

3 https://soilhealthinstitute.org/news-events/nationwide-study-on-30-u-s-farms-shows-positive-economic-impact-of-soil-

health-management-systems/

4 https://www.frontiersin.org/journals/environmental-science/articles/10.3389/fenvs.2021.643847/full

5 https://www.annualreviews.org/doi/full/10.1146/annurev.publhealth.25.101802.123020#_i34

6 https://onlinelibrary.wiley.com/doi/abs/10.1111/j.1552-6909.2009.01092.x

7 https://agupubs.onlinelibrary.wiley.com/doi/10.1029/2024GH001236

8 https://pmc.ncbi.nlm.nih.gov/articles/PMC7945198/

9 https://www.thecalifornian.com/story/news/local/2025/10/06/monterey-county-pesticide-use-threatens-pregnant-women-

advocates/86466185007/

10 https://trellis.net/article/health-and-climate-top-consumers-concerns-about-food-system-report-finds/

11 https://www.bloomberg.com/graphics/2025-pesticides-us-bayer-roundup/

12 https://foe.org/news/toxic-pesticides-still-present-in-targets-baby-food/

13 https://foe.org/wp-content/uploads/2025/11/Target-2024-Baby-Food-Test-Results-PDF-Summary-3.pdf

14 https://foe.org/retailer-report-card/

15 https://www.ncelenviro.org/resources/pesticides-briefing-book/

16 https://corporate.target.com/investors/annual/2024-annual-report

17 https://corporate.target.com/sustainability-governance/responsible-resource-use/chemicals

Position of the Board of Directors

The Board has considered this proposal and believes that

its adoption is not in the best interests of Target or its

shareholders.

Target has robust controls to confirm compliance with

all applicable safety regulations and requirements, with

oversight from the Board.

Product and food safety is a top priority and significant

focus for Target. The report requested by the proposal is

not needed because Target has robust programs to validate

compliance with all applicable regulations, including through

rigorous facility reviews and product evaluation processes.

Target maintains a dedicated team responsible for

managing food safety and regulatory compliance across

owned-brand business partner manufacturing facilities, food

distribution centers, and retail stores. Target also requires

its owned-brand food business partners to be certified by

the Global Food Safety Initiative, and conducts regular

reviews and audits to confirm adherence. At the Board level,

the Audit & Risk Committee maintains ultimate oversight of

enterprise compliance and risk management programs.

Target disagrees with the proponents’ suggestion that

Target’s owned-brand baby food contains pesticides. The

2025 study cited by in the proposal did not detect pesticide

applications in finished baby food products. Rather, the

study identified trace levels of possible pesticide

metabolites. While it is possible that these metabolites form

from the breakdown of pesticides, metabolites may also

result from other environmental factors. Importantly, these

trace levels of metabolites were measured at levels well

within applicable regulatory standards.

Target invests in managing nature and biodiversity-

related risks and provides transparency about these

efforts.

Target recognizes that pesticide use in agricultural supply

chains may pose environmental, human health, regulatory,

and reputational risks if not properly managed. However,

the objectives of the proposal are already addressed

through existing, risk-based governance, sourcing

standards, and public disclosures, which allow Target to

identify, prioritize, and address nature and biodiversity-

related issues that are significant to the company. This

includes considerations of nature-based solutions for Target

products. For example, because owned-brand products are

core to Target’s business and an area where Target has

direct influence, Target focuses on commodity level policies

TARGET CORPORATION 2026 Proxy Statement 89

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Shareholder proposals

in its owned-brand products. To support this focus, Target

has established guidelines to inform sourcing and product

design decisions and to evaluate business partner

opportunities. Target regularly reports on these efforts and

related progress in its annual Sustainability & Governance

Report, providing shareholders with the requested

transparency into Target’s approach to managing nature

and biodiversity-related risks.

Target will continue to focus its resources on its existing

initiatives, which have been developed to align with its

business strategy and are subject to Board oversight.

Producing a report such as that requested by proponents

will not provide information to shareholders that is materially

relevant to Target’s business or in furtherance of long-term

value creation. Instead, Target’s shareholders are best

served by continued focus on integrating environmental and

human health risk management into the company’s core

sourcing and governance processes. Moreover, the Board’s

Governance & Sustainability Committee has oversight of the

company’s strategy and existing initiatives to manage

nature and biodiversity-related risks. Target will continue to

identify opportunities where it can make meaningful impact,

focusing on industry collaboration, the safety of our guests,

team members, and communities, and strategic alignment

with business strategy. For these reasons, the Board

believes that the action requested in the proposal is

unnecessary and not an effective use of company

resources.

The Board recommends that shareholders vote Against the shareholder proposal requesting a report on presence of pesticides in Target’s private label brands.

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Item seven Shareholder proposal requesting a report on reducing plastic microfiber shedding

Item of business	Board recommendation	Voting approval standard
Shareholder proposal requesting a report on reducing plastic microfiber shedding	The Board recommends that shareholders vote AGAINST this item.	Majority of shares present and entitled to vote. (1) Abstentions have the effect of a vote “Against” and broker non-votes generally have no effect (2) in calculating the required vote.

(1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.

“Shares present” includes shares represented in person or by proxy and entitled to vote on the item of business (for which

purpose, broker non-votes are not entitled to vote on the item).

(2) If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a

minimum quorum will have the same effect as votes “Against.”

For additional details about the Board recommendation and voting standards, please see Question 10 “What items are being voted

upon, how does the Board recommend that I vote, and what are the standards for determining whether any item has been

approved?” on page 95 .

As You Sow, as lead filer, located at 11461 San Pablo Avenue, Suite 400, El Cerrito, CA 94530, as representative for Laird Norton

Family Foundation, along with Remmer Family Foundation, Inc., ZHDB Investments LLC, and First Affirmative Financial Network,

LLC (investment advisor and representative for Mary Love May), as co-filers, all of whom held at least $2,000 in market value of

shares of Target common stock for at least three years on December 18, 2025, intends to submit the following proposal to

shareholders at the 2026 Annual Meeting :

Shareholder’s proposal and supporting statement

WHEREAS : Plastic threatens the world’s oceans, wildlife, and

human health, representing a growing market and regulatory

risk. 1 As plastic pollution reaches crisis levels, investors are

concerned about how plastic-related impacts may affect

company resilience, cost-structure, and long-term value. 2

Textiles represent the third-largest market for plastic,

consuming roughly 14% of total plastic production. 3 Synthetic

plastic fibers represent 63% of global fiber production, equal

to 80 million tons, and shed large volumes of microfibers

during both manufacturing and consumer use. 4 This results in

500,000 tons of plastic microfibers from textiles entering the

world’s oceans annually, 5 making the textile industry one of the

largest contributors to global microplastic pollution.

Microfibers are found in every major ocean and freshwater

environment; remote polar regions and seabeds, indoor air,

tap and bottled water, and foods. Microfibers are even found

in human brains. 6 Scientific research links microplastic

exposure to cardiovascular disease, 7 cancer, Parkinson’s

disease, and dementia. 8 Growing public awareness and

mounting scientific evidence have elevated microplastic

pollution from an environmental issue to a material business

risk, exposing apparel companies to reputational damage,

regulatory pressure, and potential litigation.

The European Union’s Zero Pollution Action Plan includes a

target to reduce microplastic pollution by 30% by 2030; its

forthcoming regulations are expected to require companies to

measure, report and mitigate microfiber pollution across their

supply chains. 9 As a major retailer selling substantial amounts

of apparel, Target Corp. has significant exposure to synthetic

fibers and faces rising transition risk, including compliance

costs, supply-chain disruptions, and potential loss of market

access if it is unprepared for coming regulatory shifts.

Asset managers are increasingly scrutinizing plastic-related

risks, particularly given their implications for brand value,

consumer trust, and long-term operational resilience.

Reducing microfiber pollution is therefore both a

risk ‑ mitigation strategy and a value-creation opportunity.

TARGET CORPORATION 2026 Proxy Statement 91

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Importantly, viable and cost-effective solutions exist. Research

highlights interventions that can materially reduce microfiber

pollution including filtration technology in textile mills, material

and design innovations that reduce shedding, new testing

methodologies, and manufacturing changes. 10

Meanwhile, competitors are beginning to act. Under Armour

has committed that 75% of its fabrics will be low-shed

materials by 2030, signaling that leadership on microfiber

reduction is becoming a differentiator in the apparel sector. 11

By setting clear goals to reduce microfiber shedding, Target

Corp. can mitigate regulatory and reputational risk, strengthen

supply-chain readiness, preserve market share, and meet the

expectations of consumers and investors increasingly attuned

to microplastic pollution. Early action would also position the

company to benefit from emerging standards rather than

reacting to them once compliance deadlines are imposed.

RESOLVED: Shareholders request that Target Corp. issue a

report, at reasonable expense and excluding proprietary

information, evaluating whether opportunities to reduce

microfiber pollution from its garments will strengthen long-term

value and mitigate emerging material risks.

1 https://wwfint.awsassets.panda.org/downloads/wwf_pctsee_report_english.pdf

2 https://www.unep.org/resources/pollution-solution-global-assessment-marine-litter-and-plastic-pollution

3 https://www.regulations.gov/document/NOAA-NOS-2022-0061-0002

4 https://www.regulations.gov/document/NOAA-NOS-2022-0061-0002

5 https://www.eea.europa.eu/publications/microplastics-from-textiles-towards-a

6 https://hscnews.unm.edu/news/hsc-newsroom-post-microplastics-human-brains

7 https://www.nejm.org/doi/full/10.1056/NEJMoa2309822

8 https://today.duke.edu/2025/06/microplastics-are-everywhere-heres-what-duke-research-doing-about-health-concerns

9 https://www.ropesgray.com/en/insights/alerts/2024/02/macro-regulation-of-microplastics

10 https://www.5gyres.org/microfiberplaybook; https://www.nature.org/en-us/about-us/where-we-work/united-states/california/

stories-in-california/microfiber-action-alliance/?vu=microfibers

11 https://about.underarmour.com/en/stories/2023/12/under-armour-s-breakthrough-fiber-shed-test-method-now-available.html

Position of the Board of Directors

The Board has considered this proposal and believes that

its adoption is not in the best interests of Target or its

shareholders.

Target has oversight mechanisms to guard against

sustainability-related risks and to ensure that the

company is positioned for long-term resiliency.

The Board has existing oversight structures to manage

sustainability-related enterprise risks. Target’s Vice

President, Enterprise Sustainability regularly provides

updates to the Governance & Sustainability Committee,

which oversees the company’s sustainability strategy and

its approach to building long-term business resilience.

Target takes a measured, evidence-based approach

when identifying and addressing emerging sustainability

issues, such as pollution from microfiber plastics.

In evaluating potential risks, Target considers the maturity of

scientific research, the availability of consistent

measurement methodologies, evolving industry norms, and

practical considerations related to Target’s ability to have a

direct and measurable impact. Target prioritizes

sustainability initiatives that align with its business strategy

and where outcomes can be reliably assessed.

Pollution stemming from microfiber plastics from textiles

remains an emerging field of scientific study, characterized

by evolving research, inconsistent measurement

approaches, and the absence of widely accepted regulatory

or voluntary standards applicable across the apparel value

chain, as evidenced by ongoing and differing efforts across

organizations such as the Microfibre Consortium, Fashion

for Good, ISO, ZDHC, and various regulators. A company-

specific evaluation would be based on evolving

assumptions and methodologies, reducing the reliability and

decision-usefulness of a standalone report for shareholders.

Target is already monitoring developments in this area and

engaging with industry groups to better understand

potential impacts and mitigation approaches.

Within the textile value chain, Target is focused on

mitigating chemical-related risks in its owned-brand

apparel supply chain-an area supported by established

standards, measurable outcomes, and demonstrated

opportunities for impact.

Target aligns its chemical management efforts with the

ZDHC (Zero Discharge of Hazardous Chemicals) program,

which provides standardized requirements for chemical

inputs and wastewater quality. In alignment with ZDHC,

Target is making progress toward eliminating two

substances of concern—potassium permanganate (PP) and

dimethylformamide (DMFa)—from its owned-brand

products. While ZDHC has historically focused on chemical

emissions, Target’s adoption of ZDHC controls in the textile

supply chain provides a foundation for extending emerging

requirements developed through its partnership with The

Microfibre Consortium to manufacturers in our supply chain.

Preparing the requested report would divert resources from

initiatives where Target can deliver clear, measurable, and

scalable results. Target regularly assesses its areas of focus

based on business priorities, controllable actions, and

potential scale of impact.

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The proposed report would not provide information that is

materially decision-useful to shareholders at this stage or

meaningfully enhance the Board’s existing oversight. For

these reasons, the Board does not believe the requested

proposal is necessary and that Target’s current approach

best serves the long-term interests of the company and its

shareholders.

The Board recommends that shareholders vote Against the shareholder proposal requesting a report on reducing plastic microfiber shedding.

TARGET CORPORATION 2026 Proxy Statement 93

Table of Contents

Questions and answers about

the 2026 Annual Meeting

General information

1. What is the purpose of the 2026 Annual Meeting ?

The 2026 Annual Meeting provides shareholders with the opportunity to act upon the items of business described in the Meeting

Notice & Summary. In addition, the 2026 Annual Meeting serves as a forum where our Leadership Team reports on Target’s

performance and governance during Fiscal 2025 and responds to questions from shareholders.

2. What is included in the proxy materials?

The proxy materials for the 2026 Annual Meeting include the Meeting Notice & Summary, the 2026 Proxy Statement , and the 2025

Annual Report . If you received a paper copy of these materials, the proxy materials also include a proxy card or VIF.

3. What is a proxy and what is a proxy statement?

A proxy is your legal designation of another person to vote the shares you own. The person you designate is also called a proxy or

proxy holder. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card.

A proxy statement is the document that contains the information the SEC rules require us to provide when we ask you to sign a

proxy designating individuals to vote on your behalf.

4. Who are the designated proxies and how may I revoke a proxy?

We have designated three members of our Leadership Team as proxies for the 2026 Annual Meeting —Michael J. Fiddelke,

Jim Lee, and David L. Donlin. Any proxy may be revoked at any time prior to completion of voting at the 2026 Annual Meeting by

delivering either a proper written notice of revocation of your proxy or a later-dated proxy to our Corporate Secretary, 1000 Nicollet

Mall, TPS-2670, Minneapolis, Minnesota 55403.

5. How are proxies being solicited and who pays the related expenses?

Proxies are being solicited principally by mail, by telephone, and through the Internet. In addition to sending you these materials,

some of our directors and Leadership Team, as well as other Team Members, may contact you by telephone, mail, email, or in

person. You may also be solicited by means of news releases issued by Target, postings on our website, corporate.target.com ,

and print advertisements. None of the members of our Leadership Team or Team Members will receive any extra compensation for

soliciting you. We have retained Sodali & Co to act as a proxy solicitor for a fee estimated to be $ 27,500 , plus reimbursement of

out-of-pocket expenses. We will pay the expenses in connection with our solicitation of proxies.

Voting

6. Who may vote and what constitutes a quorum for the 2026 Annual

Meeting ?

Only Registered Shareholders or Beneficial Owners holding our outstanding shares at the close of business on the record date

( April 13, 2026 ) are entitled to receive notice of the 2026 Annual Meeting and to vote. Target common stock is the only class of

voting shares we have outstanding. Each share of common stock will have one vote for each director nominee and one vote on

each item of business to be voted on. As of the record date, 454,176,247 shares of our common stock were outstanding.

We need a quorum to be able to hold the 2026 Annual Meeting . The presence at the 2026 Annual Meeting , in person or by proxy,

of the holders of a majority of our common stock outstanding on the record date will constitute a quorum. Proxies received but

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Questions and answers about the 2026 Annual Meeting

marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present

at the 2026 Annual Meeting for purposes of determining whether there is a quorum.

7. How do I vote?

You are able to vote your shares by providing instructions to the proxy holders who will then vote in accordance with your

instructions.

Advance voting

Depending on how you hold your shares, you have up to three options for voting in advance:

Method (1)	●	●	●
Instruction	• Go to the website identified on the enclosed proxy card, VIF, or Internet Availability Notice. • Enter the control number on the proxy card, VIF, or Internet Availability Notice. • Follow the instructions on the website.	• Call the toll-free number identified on the enclosed proxy card or VIF or, after viewing the proxy materials on the website provided in your Internet Availability Notice, call the toll- free number for telephone voting identified on the website. • Enter the control number on the proxy card, VIF, or Internet Availability Notice. • Follow the recorded instructions.	• Mark your selections on the enclosed proxy card or VIF. • Date and sign your name exactly as it appears on the proxy card or VIF. • Promptly return the proxy card or VIF in the enclosed postage- paid envelope so the proxy card or VIF is received before the deadline.
Deadline	• Registered Shareholders or Beneficial Owners — 11:59 p.m. Eastern Daylight Time on June 9, 2026 . • Participants in the Target 401(k) Plan — 6:00 a.m. Eastern Daylight Time on June 8, 2026 .

(1) Internet and Telephone voting is available 24 hours a day, seven days a week up to the applicable deadline. If you are a

Beneficial Owner holding shares outside of the Target 401(k) Plan, you may only vote by Internet and Telephone if your

broker, trustee, bank, or nominee makes those methods available to you. If you did not receive a proxy card or VIF and would

like to vote by mail, you must request a physical copy of the proxy materials, which will include a proxy card or VIF, by visiting

w ww.proxyvote.com , dialing 1-800-579-1639, or emailing [email protected] . If requesting a physical copy of the

proxy materials, please be prepared to provide your control number, which can be found in your Internet Availability Notice.

Attending and voting at the 2026 Annual Meeting

To attend, vote, and submit questions during the 2026 Annual Meeting you must visit virtualshareholdermeeting.com/TGT2026 and

enter the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable. For more information

about attending the 2026 Annual Meeting , please see Question 14 “How can I attend the 2026 Annual Meeting ?” on page 96 .

Shares held within the Target 401(k) Plan may only be voted by the trustee pursuant to voting instructions received in advance of

the 2026 Annual Meeting , and may not be voted by a participant at the 2026 Annual Meeting .

Important: to attend the 2026 Annual Meeting you must have the 16-digit control number found on your proxy card, VIF, or

Internet Availability Notice, as applicable.

8. What happens if I do not provide instructions on how to vote?

If you are a Registered Shareholder and return your proxy card without instructions, the persons named as proxy holders on the

proxy card will vote in accordance with the recommendations of the Board.

If you are a Beneficial Owner and do not vote your shares at the 2026 Annual Meeting , you must instead instruct your broker,

trustee, bank, or nominee how to vote your shares using the voting instruction form provided by that intermediary. If you do not

vote your shares at the 2026 Annual Meeting and do not provide voting instructions, whether your shares can be voted by your

broker, bank, or nominee depends on the type of item being considered.

• Non-Discretionary Items. If you do not provide voting instructions for any of the non-discretionary items at the 2026 Annual

Meeting , your broker, bank, or nominee cannot vote your shares, resulting in a “broker non-vote.” All items of business other

than Item 2 (Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm) are non-

discretionary items. Shares constituting broker non-votes will be counted as present for the purpose of determining a quorum at

the 2026 Annual Meeting , but generally are not counted or deemed to be present in person or by proxy for the purpose of voting

on any of the non-discretionary items.

• Discretionary Items. Even if you do not provide voting instructions, your broker, bank, or nominee may vote in its discretion on

Item 2 (Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm) because it is

a discretionary item.

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Questions and answers about the 2026 Annual Meeting

If you hold shares through a trust, whether your trustee can vote your shares if you do not provide voting instructions depends on

the agreement governing the trust holding your shares. Voting for shares held in the Target 401(k) Plan is detailed in

Question 9 “How will shares in the Target 401(k) Plan be voted?” below on page 95 .

9. How will shares in the Target 401(k) Plan be voted?

The 2026 Proxy Statement is being used to solicit voting instructions from participants in the Target 401(k) Plan with respect to

shares of our common stock that are held by the trustee of the plan for the benefit of plan participants. If you are a plan participant

and also own other shares as a Registered Shareholder or Beneficial Owner, you will separately receive proxy materials to vote

those other shares you hold outside of the Target 401(k) Plan. If you are a plan participant, you must instruct the plan trustee to

vote your shares in advance of the 2026 Annual Meeting by utilizing one of the methods described on the voting instruction form

that you receive in connection with your shares held in the Target 401(k) Plan. If you do not give voting instructions, the trustee

generally will vote the shares allocated to your Target 401(k) Plan account in proportion to the instructions actually received by the

trustee from participants who give voting instructions. Shares held within the Target 401(k) Plan may only be voted by the trustee

pursuant to voting instructions received in advance of the 2026 Annual Meeting , and may not be voted by a participant at the 2026

Annual Meeting .

10. What items are being voted upon, how does the Board recommend

that I vote, and what are the standards for determining whether any

item has been approved?

Item of business		Board recommendation	Voting approval standard	Effect of abstention	Effect of broker non-vote
Item 1:	Election of 12 directors	FOR each Director Nominee	More votes “For” than “Against”	No effect	No effect
Item 2:	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm	FOR	Majority of shares present and entitled to vote (1)	Vote “Against”	Not applicable
Item 3:	Advisory approval of executive compensation (Say on Pay)	FOR	More votes “For” than “Against”	No effect	No effect
Item 4:	Approval of the Amended and Restated Target Corporation 2020 Long-Term Incentive Plan	FOR	Majority of shares present and entitled to vote (1)	Vote “Against”	No effect (3)
Item 5:	Shareholder proposal requesting policy requiring the Board Chair to be an independent director	AGAINST	Majority of shares present and entitled to vote (1)(2)	Vote “Against” (2)	No effect (3)
Item 6:	Shareholder proposal requesting a report on presence of pesticides in Target’s private label brands	AGAINST	Majority of shares present and entitled to vote (1)(2)	Vote “Against” (2)	No effect (3)
Item 7:	Shareholder proposal requesting a report on reducing plastic microfiber shedding	AGAINST	Majority of shares present and entitled to vote (1)(2)	Vote “Against” (2)	No effect (3)

(1) This amount must be at least a majority of the minimum number of shares entitled to vote that would constitute a quorum.

“Shares present” includes shares represented in person or by proxy and entitled to vote on the item of business (for which

purpose, broker non-votes are not entitled to vote on the item).

(2) For purposes of determining the level of support needed for a shareholder to be eligible to resubmit a shareholder proposal in

a following year using Rule 14a-8 under the Exchange Act, the SEC uses a simple majority standard that compares the votes

cast “For” to votes cast “Against” an item (which gives abstentions “No effect”).

(3) If quorum cannot be established without including broker non-votes, then those broker non-votes required to establish a

minimum quorum will have the same effect as votes “Against.”

An item of business will not be considered to be approved unless it meets the applicable “Voting approval standard” listed above.

However, we believe in being responsive to shareholder input, and will consider whether there is majority opposition to

management proposals or majority support for shareholder proposals (whether binding or non-binding) using a simple majority of

more votes “For” than “Against” in determining the level of support for purposes of the Board’s response.

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11. What happens if other matters are brought before the 2026 Annual

Meeting and does Target expect that any other matters will be

brought?

If any other matters properly come before the 2026 Annual Meeting calling for a vote of shareholders, proxy holders will vote as

recommended by the Board or, if no recommendation is given, in their own discretion. The persons named as proxy holders also

have discretionary authority to vote to adjourn or postpone the 2026 Annual Meeting , including for the purpose of soliciting votes in

accordance with our Board’s recommendations.

As of the date of the 2026 Proxy Statement , we know of no matters that will be presented for action at the 2026 Annual

Meeting other than those referred to in the 2026 Proxy Statement .

12. May I vote confidentially?

Subject to the described exceptions, where the shareholder has requested confidentiality on the proxy card, our policy is to treat

all proxies, ballots, and voting tabulations of a shareholder confidentially.

If you so request, your proxy will not be available for examination and your vote will not be disclosed prior to the tabulation of the

final vote at the 2026 Annual Meeting , except: (a) to meet applicable legal requirements, (b) to allow the independent election

inspector to count and certify the results of the vote, or (c) if there is a proxy solicitation in opposition to the Board, based upon an

opposition proxy statement filed with the SEC. The independent election inspector may at any time inform us whether a

shareholder has voted.

Voting instructions for shares held in the Target 401(k) Plan will be confidential as required by the terms of the Target 401(k) Plan

administered by the trustee.

13. May I change my vote?

Yes. Even after you have submitted your proxy, you may change your vote at any time prior to the applicable deadline by:

• mailing a later-dated proxy card;

• voting again via telephone or Internet; or

• attending and voting at the 2026 Annual Meeting by visiting virtualshareholdermeeting.com/TGT2026 and entering the 16-digit

control number found on your proxy card, VIF, or Internet Availability Notice, as applicable.

Please see the instructions under Question 7 “How do I vote?” on page 94 .

Meeting details

14. How can I attend the 2026 Annual Meeting ?

Attending the meeting

To attend, vote, and submit questions during the 2026 Annual Meeting you must visit virtualshareholdermeeting.com/TGT2026 and

enter the 16-digit control number found on your proxy card, VIF, or Internet Availability Notice, as applicable. Only Registered

Shareholders or Beneficial Owners of common stock holding shares at the close of business on the record date ( April 13, 2026 )

will be permitted to attend, vote, and submit questions during the 2026 Annual Meeting .

Important: to attend the 2026 Annual Meeting you must have the 16-digit control number found on your proxy card, VIF, or

Internet Availability Notice, as applicable.

Logistics and technical support

Shareholders may enter the 2026 Annual Meeting at virtualshareholdermeeting.com/TGT2026 beginning at approximately 11:45

a.m. Central Daylight Time on June 10, 2026 , and the meeting will begin promptly at 12:00 p.m. Central Daylight Time. If you

experience any technical difficulties during the meeting, a toll-free number will be available on the virtual shareholder meeting

website for assistance.

Other questions

If you have additional questions about the 2026 Annual Meeting , please contact Investor Relations by email

at [email protected] or by telephone at 800-775-3110.

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15. How will the 2026 Annual Meeting be conducted?

Format and rules of conduct

We are holding the 2026 Annual Meeting in a virtual-only meeting format. You will not be able to attend the 2026 Annual

Meeting at a physical location. A program containing the rules of conduct for the 2026 Annual Meeting will be provided to

attendees at virtualshareholdermeeting.com/TGT2026 .

Question and answer session

A shareholder who has entered the 16-digit control number found on their proxy card, VIF, or Internet Availability Notice, as

applicable, may submit a question for the 2026 Annual Meeting either:

• in real time during the 2026 Annual Meeting at virtualshareholdermeeting.com/TGT2026 ; or

• in advance of the 2026 Annual Meeting at www.proxyvote.com.

Questions will be read at the 2026 Annual Meeting by one of our representatives. Questions and answers may be grouped by topic

and substantially similar questions may be answered once. To promote fairness and efficient use of resources, only one question

may be asked per shareholder. Questions will be limited to topics relevant to Target’s business. For example, personal matters are

not appropriate topics. In addition, statements of advocacy that are not questions or do not relate to Target’s business will not be

addressed. For appropriate questions that are not otherwise addressed during the 2026 Annual Meeting , we may choose to

communicate an answer directly to the submitting shareholder or publish the answer on the investor relations section of our

website at corporate.target.com/investors.

Access to information

16. How may I access or receive the proxy materials, other periodic filings,

key corporate governance documents, and other information?

You may access our 2026 Proxy Statement , 2025 Annual Report , SEC filings, key corporate governance documents, and other

information in a number of different ways, free of charge:

Document	Methods of access — Website (1)	Hard copy
2026 Proxy Statement (2)	corporate.target.com/investors/annual/ proxy-information-and-archive	Contact Investor Relations Email [email protected] Phone 800-775-3110 Mail Target Corporation Attn: Investor Relations 1000 Nicollet Mall, TPN-1320 Minneapolis, Minnesota 55403
2025 Annual Report (2)	corporate.target.com/investors/annual/ annual-reports-and-archive
Other Periodic Reports: • Forms 10-Q • Forms 8-K	corporate.target.com/investors/sec- filings
Corporate Governance Documents: • Articles of Incorporation • Bylaws • Corporate Governance Guidelines (includes Director Code of Ethics) • Board Committee Charters • Team Member Code of Ethics	corporate.target.com/sustainability- governance/governance-and-reporting/ corporate-governance

(1) You can subscribe to receive investor email alerts from Target’s Investor Relations at corporate.target.com/investors/investor-

email-alerts .

(2) If you would like to reduce the costs incurred by Target in mailing proxy materials, you can consent to receive all future proxy

statements, proxy cards, and annual reports electronically via e-mail or the Internet at https://enroll.icsdelivery.com/tgt.

17. What is householding?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders who have

the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our

annual report and proxy statement, unless one or more of these shareholders notifies us that they would like to continue to receive

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individual copies. This will reduce our printing costs and postage fees. Shareholders who participate in householding will continue

to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.

Please contact Investor Relations by email, phone, or mail using the information in the “Hard Copy” column of Question 16 “How

may I access or receive the proxy materials, other periodic filings, key corporate governance documents, and other information?”

on page 97 if:

• you and other shareholders with whom you share an address currently receive multiple copies of our annual reports and/or

proxy statements, or if you hold stock in more than one account, and in either case, you would like to receive only a single copy

of the 2025 Annual Report or the 2026 Proxy Statement for your household; or

• you participate in householding and would like to receive a separate copy of the 2025 Annual Report or the 2026 Proxy

Statement .

We will deliver the requested documents to you promptly upon receipt of your request.

Communications

18. How can I communicate with Target’s Board?

Shareholders and other interested parties seeking to communicate with any individual director or group of directors may send

correspondence to Target Board of Directors, c/o Corporate Secretary, 1000 Nicollet Mall, TPS-2670, Minneapolis, Minnesota

55403 or email [email protected] , which is managed by the Corporate Secretary. The Corporate Secretary has been

instructed by the Board to forward those communications to the relevant Board members unless they are unrelated to Board or

shareholder matters.

19. How do I submit a proposal or nominate a director candidate for the

2027 Annual Meeting ?

Manner of submission

Any shareholder proposals or director nominations must be submitted in writing to our Corporate Secretary at the email address

provided below or at our principal executive offices. Shareholder proposals and director nominations should be addressed in one

of the following two ways:

• Via email only. Submitted in writing to our Corporate Secretary at [email protected] .

• Via mail with a copy via email. Submitted in writing to our Corporate Secretary c/o Target Corporation, 1000 Nicollet Mall,

Mail Stop TPS-2670, Minneapolis, Minnesota 55403, with a copy to [email protected] .

Shareholder proposals

This section deals with shareholder proposals for the 2027 Annual Meeting other than director nominations. If you wish to nominate

a director candidate, please see the section that follows under the heading “Nomination of director candidates.” The deadlines and

requirements for submitting a shareholder proposal depend on whether a shareholder seeks to have the proposal included in

the 2027 Proxy Statement using Rule 14a-8 under the Exchange Act:

• Proposals of business not using Rule 14a-8. Under our Bylaws, if a shareholder wants to propose an item of business to be

considered at the 2027 Annual Meeting , the shareholder must give advance written notice to our Corporate Secretary by

March 12, 2027 . The advance written notice must comply with all applicable statutes and regulations, as well as certain other

provisions contained in our Bylaws, which generally require the shareholder to provide a brief description of the proposed

business, reasons for proposing the business, and certain information about the shareholder and the Target securities held by

the shareholder.

• Proposals of business using Rule 14a-8. A shareholder who wants to propose an item of business to be included in our 2027

Proxy Statement using Rule 14a-8 must follow the procedures provided in Rule 14a-8. In addition, the proposal must be

received by our Corporate Secretary by December 28, 2026 .

Nomination of director candidates

The deadlines and requirements for director candidates recommended for consideration or nominated by a shareholder are as

follows:

• Recommending a candidate for Governance & Sustainability Committee consideration. Any shareholder who wants to

recommend a candidate for the Governance & Sustainability Committee to consider nominating as a director at the 2027 Annual

Meeting should submit a written request and related information to our Corporate Secretary no later than December 31, 2026 in

order to allow for sufficient time to consider the recommendation.

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• Directly nominating a director candidate outside of our 2027 Proxy Statement . Under our Bylaws, if a shareholder plans to

directly nominate a person as a director at the 2027 Annual Meeting , the shareholder must give advance written notice of the

director nomination to our Corporate Secretary by March 12, 2027 , and must comply with all applicable statutes and

regulations, as well as certain other provisions contained in our Bylaws, which generally require the shareholder to provide

certain information about the proposed director, the shareholder, and the Target securities held by the shareholder. In addition

to satisfying those advance notice and requirements in our Bylaws by the March 12, 2027 deadline, any shareholder who

intends to solicit proxies in support of director nominees other than the Board’s nominees must comply with the Universal Proxy

Rules by providing notice to our Corporate Secretary by April 12, 2027 setting forth the information required by Rule 14a-19

under the Exchange Act.

• Nominating a director candidate to be included in our 2027 Proxy Statement using our proxy access bylaw. In order to

nominate a director candidate for inclusion in our 2027 Proxy Statement , a shareholder or group of shareholders must comply

with our proxy access bylaw, which generally provides that a shareholder or group of up to 20 shareholders must own 3% or

more of Target’s outstanding common stock continuously for at least the previous three years, and may nominate up to the

greater of two individuals or 20% of the Board. Based on the Board size of 12 directors, the maximum number of proxy access

candidates that we would be required to include in the 2027 Proxy Statement is two. Requests to include

shareholder‑nominated director candidates in our 2027 Proxy Statement must be received by our Corporate Secretary not

earlier than November 28, 2026 , and not later than December 28, 2026 . Each nominee must meet the qualifications required by

our Bylaws. In addition, the nominating shareholder or group of shareholders must provide certain information and meet the

other specific requirements of our Bylaws.

Forward-looking statements

This 2026 Proxy Statement contains forward-looking statements, which are based on our current assumptions and expectations.

These statements are typically accompanied by the words “aim,” “anticipate,” “believe,” “could,” “expect,” “may,” “seek,” “will,”

“would,” or similar words. The principal forward-looking statements in this 2026 Proxy Statement include statements regarding:

our future financial and operational performance, our strategy for growth, shareholder value, planned investments in our business,

sustainability practices that seek to drive resiliency in our business, intended results of risk oversight and risk management efforts,

our executive compensation program, and the Board’s leadership structure, composition, policies, and practices.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements

contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for

the forward-looking statements, our actual results could be materially different. The most important factors which could cause our

actual results to differ from our forward-looking statements are set forth in our description of risk factors included in Part I, Item 1A,

Risk Factors of our 2025 Annual Report , which should be read in conjunction with the forward-looking statements in this 2026

Proxy Statement . Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to

update any forward-looking statement.

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Appendix A

Amended and Restated Target Corporation

2020 Long-Term Incentive Plan

Purpose . The purpose of the Plan is to advance the performance and long-term growth of the Company by

offering long-term incentives to directors and employees of the Company and its Subsidiaries and such other

Participants who the Committee determines will contribute to such performance and growth inuring to the benefit of the

shareholders of the Company. This Plan is also intended to facilitate recruiting and retaining personnel. The Plan was

originally effective June 10, 2020 (the “Original Effective Date”). This Amended and Restated Plan was approved by the

Board on March 11, 202 6, and will become effective upon approval by the shareholders of the Company (the

“Restatement Date”).

Definitions. In this Plan, the following definitions will apply.

(a) “Agreement” means the written or electronic agreement containing the terms and

conditions applicable to each Award granted under the Plan. An Agreement is subject to the terms and conditions of the

Plan.

(b) “Award” means a grant made under the Plan in the form of Options, Stock Appreciation

Rights, Restricted Stock, Stock Units or Other Stock-Based Awards.

(d) “Cause” means what the term is expressly defined to mean in a then-effective written

agreement (including an Agreement) between a Participant and the Company or any Subsidiary. In the absence of any

such then-effective agreement or definition, “Cause” means, (i) failure to substantially perform a Participant’s duties for

the Company or one of its Subsidiaries (other than failure resulting from incapacity due to physical or mental illness) after

receipt of a written demand for such performance specifically identifying such failure and which affords the Participant a

reasonable period of time (as determined by the Company or one of its Subsidiaries in its discretion under the

circumstances) in which to cure such failure; or (ii) deliberate and serious disloyal or dishonest conduct that justifies and

results in prompt discharge for specific cause under the established policies and practices of the Company or one of its

Subsidiaries. Examples of such deliberate and serious disloyal or dishonest conduct would include material unlawful

conduct, material and conscious falsification or unauthorized disclosure of important records or reports, embezzlement

or unauthorized conversion of property, serious violation of conflict of interest, vendor relations policies, or the

Company’s Code of Ethics (or any successor or replacement code of conduct for employees), or misuse or disclosure of

significant trade secrets, or other information likely to be detrimental to the Company or its interests.

(e) “Change in Control” means, unless otherwise provided in an Agreement, one of the

following:

(1) Individuals who are Continuing Directors cease for any reason to constitute 50%

or more of the directors of the Company; or

(2) 30% or more of the outstanding voting power of the Voting Stock of the

Company is acquired or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by any

Person, other than an entity resulting from a Business Combination in which clauses (x) and (y) of Section

2(e)(3) apply; or

(3) the consummation of a merger or consolidation of the Company with or into

another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of

transactions) of all or substantially all of the Company’s assets, or a similar business combination (each, a

“Business Combination”), in each case unless, immediately following such Business Combination, (x) all or

substantially all of the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of the

Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or

indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable

voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including

such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or

substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially

the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately

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Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately

prior to such Business Combination, and (y) no Person beneficially owns, directly or indirectly, 30% or more of

the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring

entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to

the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or

comparable equity interests) of the surviving or acquiring entity); or

(4) approval by the shareholders of a definitive agreement or plan to liquidate or

dissolve the Company.

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code

Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then,

solely for purposes of applying such change in the time or form of payment provision, a Change in Control shall be

deemed to have occurred upon an event described in this Section 2(e) only if the event would also constitute a change in

ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company

under Code Section 409A.

(f) “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to

time, and the regulations promulgated thereunder.

(g) “Committee” means two or more Non-Employee Directors designated by the Board to

administer the Plan under Section 3, each member of which shall be (i) an independent director within the meaning of the

rules and regulations of the New York Stock Exchange and (ii) a non-employee director within the meaning of Exchange

Act Rule 16b-3.

(h) “Company” means Target Corporation, a Minnesota corporation, or any successor

thereto.

(i) “Continuing Director” means an individual (A) who is, as of the Original Effective Date of

the Plan, a director of the Company, or (B) who becomes a director of the Company after the Original Effective Date of

the Plan and whose initial appointment, or nomination for election by the Company’s shareholders, was approved by at

least a majority of the then Continuing Directors; provided, however, that any individual whose initial assumption of office

occurs as a result of either an actual or threatened contested election by any Person (other than the Board of Directors)

seeking the election of such nominee in which the number of nominees exceeds the number of directors to be elected

shall not be a Continuing Director.

(j) “Disability” means, unless provided otherwise in an Agreement, total and permanent

disability.

(k) “Employee” means an employee of the Company or a Subsidiary.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect

from time to time, and the regulations promulgated thereunder.

(m) “Fair Market Value” of a Share:

(1) Solely for purposes of determining the exercise price of an Option or Stock

Appreciation Right, “Fair Market Value” of a Share on any date is the Volume Weighted Average Price for such

Share as reported for such stock by Bloomberg L.P. on such date, or in the absence of such report the Volume

Weighted Average Price for such stock as reported for such stock by the New York Stock Exchange on such

date or, if no sale has been recorded by Bloomberg L.P. or the New York Stock Exchange on such date, then

on the last preceding date on which any such sale shall have been made in the order of primacy indicated

above; or

(2) For all other purposes of the Plan except Section 11(c)(2), “Fair Market Value” of

a Share shall be the amount determined by the Committee.

(n) “Full Value Award” means an Award other than an Option or Stock Appreciation Right.

(o) “Fundamental Change” means a (i) consummation of a merger or consolidation of the

Company with or into another entity, regardless of whether the Company is the surviving entity, (ii) the sale of all or

substantially all of the assets of the Company, (iii) a statutory share exchange involving the capital stock of the Company,

or (iv) a dissolution or liquidation of the Company.

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Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

(p) “Goal Level” means, which respect to a performance-based Award, the satisfaction of the

Award’s performance goal(s) based on the specified Performance Measures for the applicable performance period which

would result in a payout of the Award at 100%.

(q) “Good Reason” means, for purposes of Section 11(b), any material diminution of the

Participant’s position, authority, duties or responsibilities (including the assignment of duties materially inconsistent with

the Participant’s position or a material increase in the time Participant is required by the Company or its successor to

travel), any reduction in salary or in the Participant’s aggregate bonus and incentive opportunities, any material reduction

in the aggregate value of the Participant’s employee benefits (including retirement, welfare and fringe benefits), or

relocation to a principal work site that is more than 40 miles from the Participant’s principal work site immediately prior

to the Change in Control; so long as the Participant provided written notice to the Company of the existence of the

condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the

Company within 30 days after its receipt of such notice, and the Participant’s termination of Service occurs within 180

days of the initial existence of the condition.

(r) “Grant Date” means the date on which the Committee approves the grant of an Award

under the Plan, or such later date as may be specified by the Committee on the date the Committee approves the

Award.

(s) “Non-Employee Director” means a member of the Board who is not an Employee.

(t) “Option” means a right granted under the Plan to purchase a specified number of Shares

at a specified price. An “Incentive Stock Option” or “ISO” means any Option designated as such and granted in

accordance with the requirements of Code Section 422. A “Non-Qualified Stock Option” means an Option other than an

Incentive Stock Option.

(u) “Other Stock-Based Award” means an Award described in Section 10 of this Plan.

(v) “Participant” means a Service Provider to whom an Award is or has been made in

accordance with the Plan.

(w) “Performance Measures” may include one or more of the following measures established

by the Committee for any performance-based Award: cash flow return on investment; comparable store sales; debt

leverage; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings

before taxes; earnings per share; economic value added; free cash flow; gross margin rate; interest coverage; net debt to

earnings before interest, taxes, depreciation, amortization, and rent expense ratio; net earnings; operating cash flow;

operating income; return on assets; return on equity; return on invested capital; return on sales; sales; selling, general,

and administrative expense rate; Target Corporation share price; total net debt; total revenue; total shareholder return;

working capital; or any other financial, operational, or strategic measure approved by the Committee. Any performance

goal based on one of the foregoing Performance Measures utilized may be expressed in absolute amounts, on a per

share basis, relative to one or more of the other performance measures, as a growth rate or change from preceding

periods, or as a comparison to the performance of specified companies, indices or other external measures, and may

relate to one or any combination of corporate, group, unit, division, Subsidiary, or individual performance. In specifying

the performance goals applicable to any performance period, the Committee may provide that one or more adjustments

shall be made to the Performance Measures on which the performance goals are based, which may include adjustments

that would cause such measures to be considered “non-GAAP financial measures” within the meaning of Rule 101 under

Regulation G promulgated by the Securities and Exchange Commission, such as excluding the impact of specified

unusual or nonrecurring events such as acquisitions, divestitures, restructuring activities, asset write-downs, litigation

judgments or settlements or changes in tax laws, or accounting principles.

(x) “Person” as used in Sections 2(f) and 2(j), means any individual, firm, corporation, or other

entity and shall include any group comprised of any person and any other person with whom such person or any affiliate

or associate (as defined in Rule 14a-1(a) of the Exchange Act) of such person has any agreement, arrangement, or

understanding, directly or indirectly, for the purpose of acquiring, holding, voting, or disposing of any capital stock of the

Company.

(y) “Plan” means this Amended and Restated 2020 Target Corporation Long-Term Incentive

Plan, as amended and in effect from time to time.

(z) “Prior Plan” means the 2011 Target Corporation Long-Term Incentive Plan (as amended

and restated on September 1, 2017).

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Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

(aa) “Restricted Stock” means Shares issued to a Participant that are subject to such

restrictions on transfer, forfeiture conditions, and other restrictions or limitations as may be set forth in this Plan and the

applicable Agreement.

(bb) “Service” means the provision of services by a Participant to the Company or any

Subsidiary in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either

upon an actual cessation of actively providing services or upon the entity for which the Service Provider provides

services ceasing to be a Subsidiary. Except as otherwise provided in this Plan or any Agreement, Service shall not be

deemed terminated in the case of (i) any approved leave of absence or (ii) transfers among the Company and any

Subsidiaries in the same Service Provider capacity; however, a termination shall occur if the relationship the Participant

had with the Company or a Subsidiary at the Grant Date terminates, even if the Participant continues in another

relationship with the Company or a Subsidiary.

(cc) “Service Provider” means an Employee, a Non-Employee Director, or any consultant or

advisor who is a natural person and who provides services (other than in connection with (i) a capital-raising transaction

or (ii) promoting or maintaining a market in Company securities) to the Company or any Subsidiary.

(dd) “Share” means a share of Stock.

(ee) “Stock” means the common stock, $0.0833 par value, of the Company.

(ff) “Stock Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as

determined by the Committee, an amount equal to the appreciation in value of a specified number of Shares between

the Grant Date of the SAR and its exercise date.

(gg) “Stock Unit” means a right to receive, in cash and/or Shares as determined by the

Committee, the Fair Market Value of a Share, subject to such restrictions on transfer, forfeiture conditions, and other

restrictions or limitations as may be set forth in this Plan and the applicable Agreement.

(hh) “Subsidiary” means any corporation or other entity (other than the Company) in an

unbroken chain of corporations or entities beginning with the Company, in which each of the corporations or entities

other than the last corporation or other entity in the unbroken chain owns stock or other voting securities possessing fifty

percent or more of the total combined voting power in one of the other corporations or entities in such chain as

determined at the point in time when reference is made to such “Subsidiary” in this Plan.

(ii) “Substitute Award” means an Award granted upon the assumption of, or in substitution or

exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Subsidiary or

with which the Company or any Subsidiary combines.

(jj) “Voting Stock” means all then-outstanding capital stock of the Company entitled to vote

generally in the election of directors of the Company.

3. Administration of the Plan .

(a) Administration . The authority to control and manage the operations and administration of

the Plan shall be vested in the Committee in accordance with this Section 3.

(b) Scope of Authority . Subject to the terms of the Plan, the Committee shall have the

authority, in its discretion, to take such actions as it deems necessary or advisable to administer the Plan, including:

(1) determining the Service Providers to whom Awards will be granted, the timing of

each such Award, the types of Awards and the number of Shares covered by each Award, the terms,

conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which Awards

are paid or settled;

(2) cancelling or suspending an Award or the exercisability of an Award,

accelerating the vesting or extending the exercise period of an Award, or otherwise amending the terms and

conditions of any outstanding Award, subject to the requirements of Sections 14(d) and 14(e);

(3) adopting sub-plans or special provisions applicable to Awards, establishing,

amending or rescinding rules to administer the Plan, interpreting the Plan and any Award or Agreement made

under the Plan, and making all other determinations necessary or desirable for the administration of the Plan;

and

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(4) taking such actions as are described in Section 3(c) with respect to Awards to

foreign Service Providers.

Providers who are foreign nationals, who are located outside of the United States or who are not compensated from a

payroll maintained in the United States, or who are otherwise subject to (or could cause the Company or a Subsidiary to

be subject to) legal or regulatory requirements of countries outside of the United States, on such terms and conditions

different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply

with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the Plan. The

Committee may also modify the terms and conditions of such an Award to comply with applicable foreign laws or listing

requirements, subject to compliance with the other provisions of the Plan. In connection therewith, the Committee may

establish such subplans and modify exercise procedures and other Plan rules and procedures to the extent such actions

are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory

approvals or to comply with any necessary local governmental regulatory exemptions.

(d) Acts of the Committee; Delegation . A majority of the members of the Committee shall

constitute a quorum for any meeting of the Committee, and any act of a majority of the members present at any meeting

at which a quorum is present or any act unanimously approved in writing by all members of the Committee shall be the

act of the Committee. Any such action of the Committee shall be valid and effective even if the members of the

Committee at the time of such action are later determined not to have satisfied all of the criteria for membership in

clauses (i) and (ii) of Section 2(g). To the extent not inconsistent with applicable law or stock exchange rules, the

Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to

Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more executive officers of the

Company. The Committee may also delegate non-discretionary administrative responsibilities in connection with the

Plan to such other persons as it deems advisable.

(e) Finality of Decisions . The Committee’s interpretation of the Plan and of any Award or

Agreement made under the Plan and all related decisions or resolutions of the Board or Committee shall be final and

binding on all parties with an interest therein.

4. Shares Available Under the Plan .

(a) Maximum Shares Available . As of the Original Effective Date of the Plan, 35,000,000

Shares were reserved under the Plan. As of the Restatement Date, 15,500,000 Shares shall be added to the Plan’s Share

reserve, and the total number of Shares reserved under the Plan, subject to Section 4(b) and to adjustment as provided

in Section 11(a), shall be 50,500,000. After the Original Effective Date, no additional awards were available to be granted

under the Prior Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In

determining the number of Shares to be counted against this share reserve in connection with any Award, the following

rules shall apply:

(1) Shares that are subject to Awards of Options or Stock Appreciation Rights shall

be counted against the share reserve as one Share for every one Share granted.

(2) Shares that are subject to Full Value Awards shall be counted against the share

reserve as two Shares for every one Share granted.

(3) Where the number of Shares subject to an Award is variable on the Grant Date,

the number of Shares to be counted against the share reserve shall be the maximum number of Shares that

could be received under that particular Award, until such time as it can be determined that only a lesser

number of Shares could be received.

(4) Substitute Awards shall not be counted against the share reserve.

(b) Effect of Forfeitures and Other Actions . Any Shares subject to an Award, or to an award

granted under the Prior Plan that is outstanding on the Original Effective Date (a “Prior Plan Award”), that is forfeited or

expires or is settled for cash shall, to the extent of such forfeiture, expiration or cash settlement, again become available

for Awards under this Plan, and the total number of Shares available for grant under Section 4(a) shall be

correspondingly increased as provided in Section 4(c) below. The following Shares shall not, however, again become

available for Awards or increase the number of Shares available for grant under Section 4(a): (i) Shares tendered by the

Participant or withheld by the Company in payment of the exercise price of an option issued under this Plan or the Prior

Plan, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with

respect to an Award or a Prior Plan Award, (iii) Shares repurchased by the Company with proceeds received from the

exercise of an option issued under this Plan or the Prior Plan, and (iv) Shares subject to a Stock Appreciation Right

issued under this Plan or the Prior Plan that are not issued in connection with the stock settlement of that Stock

Appreciation Right upon its exercise.

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provided in Section 4(b) shall increase the total number of Shares available for grant under Section 4(a) by (i) one Share if

such Share was subject to an Option or Stock Appreciation Right under the Plan or a stock option or stock appreciation

right under the Prior Plan, and (ii) two Shares if such Share was subject to a Full Value Award under the Plan or an award

other than a stock option or stock appreciation right under the Prior Plan.

(d) Effect of Plans Operated by Acquired Companies . If a company acquired by the Company

or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan

approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for

grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or

other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration

payable to the holders of common stock of the entities party to such acquisition or combination) may be used for

Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan. Awards using such available

shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan,

absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee

Directors prior to such acquisition or combination.

(e) No Fractional Shares . Unless otherwise determined by the Committee, the number of

Shares subject to an Award shall always be a whole number. No fractional Shares may be issued under the Plan, but the

Committee may, in its discretion, pay cash in lieu of any fractional Share in settlement of an Award.

(f) Limit on Compensation for Non-Employee Directors . The aggregate grant date fair value

(as determined in accordance with generally accepted accounting principles applicable in the United States) of all

Awards granted during any calendar year to any Non-Employee Director shall not exceed $750,000.

5. General Terms of Awards .

(a) Award Agreement . Each Award shall be evidenced by an Agreement setting forth the

number of Shares or Stock Units subject to the Award together with such other terms and conditions applicable to the

Award (and not inconsistent with the Plan) as determined by the Committee. An Award to a Participant may be made

singly or in combination with any form of Award.

(b) Vesting and Term . Each Agreement shall set forth the period until the applicable Award is

scheduled to expire (which shall not be more than ten years from the Grant Date, provided that an Agreement may

provide that an Option or SAR may continue for up to one year following termination of Service due to death), and any

applicable performance period. The Committee may provide in an Agreement for such vesting conditions as it may

determine, subject to the following limitations:

(1) A Full Value Award that vests as the result of the passage of time and continued

Service by the Participant shall be subject to a vesting period of not less than one year from the applicable

Grant Date (but permitting pro rata vesting over such vesting period); and

(2) A Full Value Award whose vesting is subject to the satisfaction of performance

goals over a performance period shall be subject to a performance period of not less than one year.

The minimum vesting periods specified in clauses (1) and (2) above will not, however, apply: (i) to Awards made in

payment of or exchange for other earned compensation (including performance-based Awards); (ii) upon a Change in

Control; (iii) to termination of Service due to death, Disability, or retirement; (iv) to a Substitute Award that does not

reduce the vesting period of the award being replaced; (v) Awards made to Non-Employee Directors as part of their

retainer; and (vi) Awards involving an aggregate number of Shares not in excess of 5% of the number of Shares available

for Awards under Section 4(a).

Participant, only the Participant or the Participant’s guardian or legal representative may exercise an Option or SAR, or

receive payment with respect to any other Award; and (ii) no Award may be sold, assigned, transferred, exchanged, or

encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section

5(c) shall be of no effect. The Committee may, however, provide in an Agreement or otherwise that an Award (other than

an Incentive Stock Option) may be transferred pursuant to a qualified domestic relations order or may be transferable by

gift to any “family member” (as defined in General Instruction A(5) to Form S-8 under the Securities Act of 1933) of the

Participant. Any Award held by a transferee shall continue to be subject to the same terms and conditions that were

applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan relating to

notice to a Participant or to acceleration or termination of an Award upon the death or termination of Service of a

Participant, the references to “Participant” shall mean the original grantee of an Award and not any transferee.

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(d) Designation of Beneficiary . Each Participant may designate a beneficiary or beneficiaries

to exercise any Award or receive a payment under any Award payable on or after the Participant’s death. Any such

designation shall be on a written or electronic form approved by the Committee and shall be effective upon its receipt by

the Company or an agent selected by the Company.

(e) Termination of Service . Unless otherwise provided in an Agreement or another then-

effective written agreement between a Participant and the Company, and subject to Section 11 of this Plan, if a

Participant’s Service terminates in accordance with Section 2(bb), the following provisions shall apply (in all cases

subject to the scheduled expiration of an Option or Stock Appreciation Right, as applicable):

(1) Upon termination of Service for Cause, all unexercised Options and SARs and

all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.

(2) Upon termination of Service for any reason other than Cause, all unvested and

unexercisable portions of any outstanding Awards shall be immediately forfeited without consideration.

(3) Upon termination of Service for any reason other than Cause, death, or

Disability, the currently vested and exercisable portions of Options and SARs may be exercised for a period of

90 days (210 days if Participant would be subject to the provisions of Rule 16b of the Exchange Act on the

date of termination) after the date of such termination. However, if a Participant thereafter dies during such 90-

day (or 210-day) period, the vested and exercisable portions of the Options and SARs may be exercised for a

period of one year after the date of such termination, but in no event later than the stated expiration date of the

Option or SAR.

(4) Upon termination of Service due to death or Disability, the currently vested and

exercisable portions of Options and SARs may be exercised for a period of one year after the date of such

termination, which may, if so provided in an Agreement, extend beyond the stated expiration date of the

Option or SAR.

(f) Rights as Shareholder . No Participant shall have any rights as a shareholder with respect

to any securities covered by an Award unless and until the date the Participant becomes the holder of record of the

Shares, if any, to which the Award relates.

(g) Performance-Based Awards . Any Award may be granted as a performance-based Award if

the Committee establishes one or more performance goals to be attained based on one or more Performance Measures,

and the performance period over which the specified performance is to be attained, as a condition to the vesting,

exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection with any such

Award, the Committee will select the applicable Performance Measure(s) and specify the performance goal(s) based on

those Performance Measures for any performance period, specify in terms of a formula or standard the method for

calculating the amount payable to a Participant if the performance goal(s) are satisfied, and determine the degree to

which the vesting, exercisability, lapse of restrictions, and/or settlement in cash or Shares of such Award has been

earned, including the degree to which applicable performance goals and other applicable terms and conditions have

been satisfied. The Committee may, in its discretion and based on such considerations as it deems appropriate, adjust

any amount otherwise determined by the application of the performance goals to be otherwise payable in connection

with an Award. The Committee shall also have the authority to provide, in an Agreement or otherwise, for the

modification of a performance period and/or an adjustment or waiver of the achievement of Performance Measures upon

the occurrence of certain events, which may include a Change of Control, a Fundamental Change, a recapitalization, a

change in applicable tax laws or the accounting practices of the Company, or the Participant’s death or Disability.

(h) Dividends and Dividend Equivalents . No dividends, dividend equivalents, or distributions

will be paid with respect to Shares subject to an Option or SAR Award. Any dividends or distributions paid with respect

to Shares that are subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions as

the Shares to which such dividends or distributions relate. In its discretion, the Committee may provide in an Award

Agreement for any Full Value Award that the Participant will be entitled to receive dividend equivalents on the Shares

subject to the Award based on dividends actually declared on outstanding Shares, provided that any dividend

equivalents on a Full Value Award that is subject to service-based or performance-based vesting conditions shall be

subject to the same vesting conditions as, and any payment thereof shall occur to the same extent as, the Shares

underlying such Full Value Award. The terms of any dividend equivalents will be as set forth in the applicable Award

Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest

or deemed to be reinvested in additional units or Share equivalents. The Committee may, in its discretion, provide in

Award Agreements for restrictions on dividends and dividend equivalents in addition to those specified in this Section

5(h).

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6. Stock Option Awards .

(a) Type and Exercise Price . The Agreement pursuant to which an Option is granted shall

specify whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which

each Share subject to an Option may be purchased shall be determined by the Committee and set forth in the

Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of

Substitute Awards.

(b) Payment of Exercise Price . The purchase price of the Shares with respect to which an

Option is exercised shall be payable in full at the time of exercise, which may include, to the extent permitted by the

Committee, payment under a broker-assisted sale and remittance program acceptable to the Committee. The purchase

price may be paid in cash in U.S. dollars or check denominated in U.S. dollars or in such other manner as the Committee

may permit, which may include by withholding Shares otherwise issuable to the Participant upon exercise of the Option

or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in each

case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the

Shares being purchased).

terms provided in the Agreement. Except as set forth in Section 5(e)(4), no Option shall be exercisable at any time after

its scheduled expiration, which shall be set in a manner consistent with Section 5(b). When an Option is no longer

exercisable, it shall be deemed to have terminated.

(d) Incentive Stock Options .

(1) An Option will constitute an Incentive Stock Option only if the Participant

receiving the Option is an Employee, and only to the extent that (i) it is so designated in the applicable

Agreement and (ii) the aggregate Fair Market Value (determined as of the Option’s Grant Date) of the Shares

with respect to which Incentive Stock Options held by the Participant first become exercisable in any calendar

year (under the Plan and all other plans of the Company and its Subsidiaries) does not exceed $100,000. To

the extent an Option granted to a Participant exceeds this limit, the Option shall be treated as a Non-Qualified

Stock Option. The maximum number of Shares that may be issued upon the exercise of Incentive Stock

Options shall equal the maximum number of Shares that may be the subject of Awards and issued under the

Plan as provided in the first sentence of Section 4(a).

(2) No Participant may receive an Incentive Stock Option under the Plan if,

immediately after the grant of such Award, the Participant would own (after application of the rules contained

in Code Section 424(d)) Shares possessing more than 10% of the total combined voting power of all classes of

stock of the Company or a Subsidiary, unless (i) the option price for that Incentive Stock Option is at least

110% of the Fair Market Value of the Shares subject to that Incentive Stock Option on the Grant Date and (ii)

that Option will expire no later than five years after its Grant Date.

(3) For purposes of continued Service by a Participant who has been granted an

Incentive Stock Option, no approved leave of absence may exceed three months unless reemployment upon

expiration of such leave is provided by statute or contract. If reemployment is not so provided, then on the

date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall

cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified

Stock Option.

(4) If an Incentive Stock Option is exercised after the expiration of the exercise

periods that apply for purposes of Code Section 422, such Option shall thereafter be treated as a Non-

Qualified Stock Option.

(5) The Agreement covering an Incentive Stock Option shall contain such other

terms and provisions that the Committee determines necessary to qualify the Option as an Incentive Stock

Option.

7. Stock Appreciation Rights .

(a) Nature of Award . An Award of Stock Appreciation Rights shall be subject to such terms

and conditions determined by the Committee, and shall entitle the Award recipient to receive upon exercise of the Stock

Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified number of Shares as of the

date of exercise of the Stock Appreciation Right over (ii) a specified exercise price that shall not be less than the Fair

Market Value of such Shares on the Grant Date of the Stock Appreciation Right, except in the case of Substitute Awards.

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(b) Exercise of SAR . Each Stock Appreciation Right may be exercisable in whole or in part at

the times, on the terms, and in the manner provided in the Agreement. No Stock Appreciation Right shall be exercisable

at any time after its scheduled expiration, which shall be set in a manner consistent with Section 5(b). When a Stock

Appreciation Right is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a Stock

Appreciation Right, payment to the Participant shall be made at such time or times as shall be provided in the Agreement

in the form of cash, Shares, or a combination of cash and Shares as determined by the Committee. The Agreement may

provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/

or Shares) may be made in the event of the exercise of a Stock Appreciation Right.

8. Restricted Stock Awards .

(a) Vesting and Consideration . Shares subject to a Restricted Stock Award shall be subject to

vesting conditions, and the corresponding lapse or waiver of forfeiture conditions and other restrictions, based on such

factors and occurring over such period of time (the “restriction period”) as the Committee may determine in its discretion.

The Committee may provide whether any consideration other than Services must be received by the Company or any

Subsidiary as a condition precedent to the grant of a Restricted Stock Award.

(b) Shares Subject to Restricted Stock Awards . Unvested Shares subject to a Restricted

Stock Award shall be evidenced by a book-entry in the name of the Participant with the Company’s transfer agent or by

one or more Stock certificates issued in the name of the Participant. Any such Stock certificate shall be deposited with

the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the

Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby.

Any book-entry shall be subject to transfer restrictions and accompanied by a similar legend. Upon the vesting of Shares

of Restricted Stock and the corresponding lapse of the restrictions and forfeiture conditions, the corresponding transfer

restrictions and restrictive legend will be removed from the book-entry evidencing such Shares or the certificate

evidencing such Shares, and such certificate shall be delivered to the Participant. Such vested Shares may, however,

remain subject to additional restrictions as provided in Section 16(c).

and the applicable Agreement, a Participant with a Restricted Stock Award shall have all the other rights of a

shareholder, including the right to vote the Shares of Restricted Stock.

9. Stock Unit Awards .

(a) Vesting and Consideration . A Stock Unit Award shall be subject to vesting conditions, and

the corresponding lapse or waiver of forfeiture conditions and other restrictions, based on such factors and occurring

over such restriction period as the Committee may determine in its discretion. The Committee may provide whether any

consideration other than Services must be received by the Company or any Subsidiary as a condition precedent to the

settlement of a Stock Unit Award.

(b) Payment of Award . Following the vesting of a Stock Unit Award, settlement of the Award,

and payment to the Participant shall be made at such time or times in the form of cash, Shares (which may themselves

be considered Restricted Stock under the Plan subject to restrictions on transfer and forfeiture conditions), or a

combination of cash and Shares as determined by the Committee. If the Stock Unit Award is not by its terms exempt

from the requirements of Code Section 409A, then the applicable Agreement shall contain terms and conditions

necessary to avoid adverse tax consequences specified in Code Section 409A.

10. Other Stock-Based Awards . The Committee may from time to time grant Shares and other Awards

that are valued by reference to and/or payable in whole or in part in Shares under the Plan. The Committee shall

determine the terms and conditions of such Awards, which shall be consistent with the terms and purposes of the Plan.

The Committee may direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions

that are consistent with the terms and conditions of the Award to which the Shares relate.

11. Changes in Capitalization; Change in Control; Fundamental Change; Reduction in Awards .

(a) Adjustments for Changes in Capitalization . In the event of any equity restructuring (within

the meaning of FASB ASC Topic 718 – Stock Compensation) that causes the per share value of Shares to change, such

as a stock dividend, stock split, spinoff, rights offering, or recapitalization through an extraordinary dividend, the

Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of

Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other

securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and Stock Appreciation Rights,

and (iv) any maximum limitations prescribed by the Plan with respect to certain types of Awards or the grants to

individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger,

consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in

the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent

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dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for

all purposes of the Plan. No adjustment shall be made pursuant to this Section 11(a) in connection with the conversion of

any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Code

Section 422(b) or cause an Award to be subject to adverse tax consequences under Code Section 409A.

(b) Change in Control . Unless otherwise provided in an applicable Agreement, the following

provisions shall apply to outstanding Awards in the event of a Change in Control. Nothing in this Section 11(b) shall limit

the provisions of Section 11(c).

(1) Continuation, Assumption or Replacement . If the Company is the surviving entity

and an outstanding Award is not adjusted as necessary to preserve the intrinsic value of the Award or if the

Company’s successor does not irrevocably assume the Company’s obligations under this Plan or replace the

outstanding Awards with Awards having substantially the same intrinsic value and having terms and conditions

no less favorable to the Participant than those applicable to the Awards immediately prior to the Change in

Control then, without any action by the Committee or the Board, each such outstanding Option, SAR or Full

Value Award granted under the Plan shall become immediately fully vested (which in the case of a

performance-based Award, shall be deemed to equal the amount that would be vested upon satisfaction of

the Goal Level of performance under the Award) and, if applicable, exercisable, in full.

(2) Options and Stock Appreciation Rights . In the event of a Change in Control in

which the Participant’s outstanding Options and Stock Appreciation Rights granted under the Plan are

continued, assumed, or replaced as provided in Section 11(b)(1) above, such Options and Stock Appreciation

Rights shall become immediately exercisable in full (which in the case of a performance-based Award, shall be

deemed to equal the amount that would be vested upon satisfaction of the Goal Level of performance under

the Award) and shall remain exercisable for one year following the Participant’s termination of Service if, within

two years after the Change in Control, the Participant’s Service:

(x) is terminated by the Company or a Subsidiary without Cause;

(y) is terminated by the Participant for Good Reason; or

(z) terminates under circumstances that entitle the Participant to

accelerated exercisability under any individual employment agreement

between the Participant and the Company, a Subsidiary, or any

successor thereof.

(3) Service-Based Full Value Awards . In the event of a Change in Control in which

the Participant’s outstanding service-based Restricted Stock, Stock Units, and Other Stock-Based Awards

granted under the Plan are continued, assumed or replaced as provided in Section 11(b)(1) above, such

outstanding Restricted Stock, Stock Units, and Other Stock-Based Awards will vest (and any restrictions on

such Awards shall lapse) if, within two years after the Change in Control and during the vesting period of the

Restricted Stock, Stock Units, and Other Stock-Based Awards, the Participant’s Service:

(x) is terminated by the Company or a Subsidiary without Cause;

(y) is terminated by the Participant for Good Reason; or

(z) terminates under circumstances that entitle the Participant to

accelerated vesting under any individual employment agreement

between the Participant and the Company, a Subsidiary, or any

successor thereof.

(4) Performance-Based Full Value Awards . In the event of a Change in Control in

which the Participant’s outstanding performance-based Full Value Awards granted under the Plan are

continued, assumed, or replaced as provided in Section 11(b)(1) above, such outstanding performance-based

Full Value Awards will be deemed to have satisfied any applicable performance-based vesting conditions at

the Goal Level, but will continue to be subject to any continuing service-based vesting requirements of the

Awards. However, such outstanding performance-based Full Value Awards granted under the Plan will vest

(and any restrictions on such Awards shall lapse) if, within two years after the Change in Control and during the

continuing service-based vesting period of the performance-based Full Value Awards, the Participant’s

Service:

(x) is terminated by the Company or any Subsidiary without Cause;

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(y) terminated by the Participant for Good Reason; or

(z) terminates under circumstances that entitle the Participant to

accelerated vesting under any individual employment agreement

between the Participant and the Company, a Subsidiary, or any

successor thereof.

may, but shall not be obligated to:

(1) with respect to a Fundamental Change that involves a merger, consolidation, or

statutory share exchange, make appropriate provision for the protection of each outstanding Award granted

thereunder by the substitution on an equitable basis of appropriate awards and voting stock of the surviving

corporation or, if appropriate, the “parent corporation” (as defined in Code Section 424(e) or any successor

provision) of such surviving corporation, in lieu of the Awards and Shares, subject to compliance with Treasury

Regulation Section 1.409A-1(b)(5)(v)(D), to the extent applicable; or

(2) with respect to any Fundamental Change, declare, prior to the occurrence of the

Fundamental Change, and provide written notice to (x) the holders of all outstanding Options and Stock

Appreciation Rights of the declaration, that the outstanding Options and Stock Appreciation Rights shall

accelerate and become exercisable in full (which in the case of a performance-based Award, shall be deemed

to equal the amount that would be vested and exercisable upon satisfaction of the Goal Level of performance

under the Award) and that all such Options and Stock Appreciation Rights, whether or not exercisable prior to

such acceleration, must be exercised within the period of time set forth in such notice or they will terminate

and (y) the holders of all outstanding Full Value Awards that such Full Value Awards shall fully vest (which in

the case of a performance-based Full Value Award, shall be deemed to equal the amount that would be vested

upon satisfaction of the Goal Level of performance under the Award) immediately prior to the effective time of

the Fundamental Change. In lieu of any notice of acceleration pursuant to this Section 11(c)(2) and, with

respect to Awards subject to Code Section 409A, only if and to the extent such cancellation and liquidation is

permitted under Code Section 409A, the Committee may provide notice of the cancellation of any outstanding

Award and shall provide for a cash payment (or, if the Committee so elects in lieu of solely cash, of such

form(s) of consideration, including cash and/or property, singly or in such combination as the Committee shall

determine, that the Participant would have received as a result of the Fundamental Change if the holder of an

Option or Stock Appreciation Right had exercised the Option or Stock Appreciation Right immediately prior to

the Fundamental Change or if the holder of a Full Value Award had held the number of shares subject to the

Full Value Award at the time of the Fundamental Change, for which purpose, the number of shares subject to a

performance-based Full Value Award shall be deemed to be the number of shares or units that would vest

upon satisfaction of the Goal Level of performance under the Award) to each holder of an Award that is

terminated in an amount equal to: (i) for each Share covered by a canceled Option, the amount, if any, by

which the Proceeds Per Share (as defined below) exceeds the exercise price per share covered by such

Option, (ii) for each Stock Appreciation Right, the amount determined pursuant to Section 7(a), except that

solely for purposes of this Section 11(c)(2)(ii), the Fair Market Value of a Share as of the date of exercise of the

Stock Appreciation Right shall be deemed to be the Proceeds Per Share, or (iii) for each Share covered by a

Full Value Award, the Proceeds Per Share. In the event of a declaration pursuant to this Section 11(c)(2), each

Option and Stock Appreciation Right, to the extent that it has not been exercised prior to the Fundamental

Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the

declaration. Notwithstanding the foregoing, the holder of an Award shall not be entitled to the payment

provided for in this Section 11(c)(2) if the Award shall have been exercised, expired or forfeited. For purposes

of this Section 11(c)(2), the “Proceeds Per Share” shall mean the fair market value, as determined in good faith

by the Committee, of the consideration to be received per Share by the shareholders of the Company upon the

occurrence of the Fundamental Change.

(d) Reduction in Awards .

(1) When Applicable . Anything in this Plan to the contrary notwithstanding, the

provisions of this Section 11(d) shall apply to a Participant if an independent auditor selected by the

Committee (the “Auditor”) determines that each of (x) and (y) below are applicable.

(x) Payments or distributions hereunder, determined without application

of this Section 11(d), either alone or together with other payments in

the nature of compensation to the Participant which are contingent on

a change in the ownership or effective control of the Company, or in

the ownership of a substantial portion of the assets of the Company,

or otherwise (but after any elimination or reduction of such payments

under the terms of the Company’s Officer Income Continuation Plan,

A-12 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

as amended), would result in any portion of the payments hereunder

being subject to an excise tax on excess parachute payments

imposed under Section 4999 of the Code.

(y) The excise tax imposed on the Participant under Section 4999 of the

Code on excess parachute payments, from whatever source, would

result in a lesser net aggregate present value of payments and

distributions to the Participant (after subtraction of the excise tax) than

if payments and distributions to the Participant were reduced to the

maximum amount that could be made without incurring the excise tax.

(2) Reduced Amount . Under this Section 11(d) the payments and distributions

under this Plan shall be reduced (but not below zero) so that the present value of such payments and

distributions shall equal the Reduced Amount. The “Reduced Amount” (which may be zero) shall be an amount

expressed in present value which maximizes the aggregate present value of payments and distributions under

this Plan which can be made without causing any such payment to be subject to the excise tax under Section

4999 of the Code. The determinations and reductions under this Section 11(d)(2) shall be made after

eliminations or reductions, if any, have been made under the Company’s Officer Income Continuation Plan, as

amended.

(3) Procedure . If the Auditor determines that this Section 11(d) is applicable to a

Participant, it shall so advise the Committee in writing. The Committee shall then promptly give the Participant

notice to that effect together with a copy of the detailed calculation supporting such determination which shall

include a statement of the Reduced Amount. Such notice shall also include a description of which and how

much of the Awards shall be eliminated or reduced (as long as the aggregate present value of the payments

and distributions hereunder equals the Reduced Amount). For purposes of this Section 11(d), Awards shall be

reduced in the following order: (1) Options with an exercise price above the then Fair Market Value of a share

of Common Stock (valued under any method permitted under Section 280G of the Code, the regulations

thereunder and applicable IRS guidance); (2) pro rata among Awards that constitute deferred compensation

subject to Code Section 409A; and (3) if a further reduction is necessary to reach the Reduced Amount, among

the Awards that are not subject to Code Section 409A. Present value shall be determined in accordance with

Code Section 280G. All the foregoing determinations made by the Auditor under this Section 11(d) shall be

made as promptly as practicable after it is determined that the payments and distributions hereunder would

constitute excess parachute payments (as defined in Section 280G of the Code). As promptly as practicable,

the Company shall provide to or for the benefit of the Participant such amounts and shares as are then due to

the Participant under this Plan and shall promptly provide to or for the benefit of the Participant in the future

such amounts and shares as become due to the Participant under this Plan, and any payments or benefits that

are eliminated or reduced under this Section shall be forfeited.

(4) Corrections . As a result of the uncertainty in the application of Section 280G of

the Code at the time of the initial determination by the Auditor hereunder, it is possible that payments or

distributions under this Plan will have been made which should not have been made (“Overpayment”) or that

additional payments or distributions which will have not been made could have been made (“Underpayment”),

in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Auditor,

based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the

Participant which the Auditor believes has a high probability of success, determines that an Overpayment has

been made, any such Overpayment shall be treated for all purposes as a loan to the Participant which the

Participant shall repay together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of

the Code; provided, however, that no amount shall be payable by the Participant if and to the extent such

payment would not reduce the amount which is subject to the excise tax under Section 4999 of the Code. In

the event that the Auditor, based upon controlling precedent, determines that an Underpayment has occurred,

any such Underpayment shall be promptly paid to or for the benefit of the Participant together with interest at

the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

(5) Non-Cash Benefits . In making its determination under this Section 11(d), the

value of any non-cash benefit shall be determined by the Auditor in accordance with the principles of Section

280G(d)(3) of the Code.

(6) Determinations Binding . All determinations made by the Auditor under this

Section 11(d) shall be binding upon the Company, the Committee, and the Participant.

12. Plan Participation and Service Provider Status . Status as a Service Provider shall not be

construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service

Providers generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service

Provider or Participant any right to continued Service with the Company or any Subsidiary (as applicable), nor shall it

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Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

interfere with or limit in any way any right of the Company or any Subsidiary (as applicable) to terminate the person’s

Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities, or

title provided in compliance with applicable local laws and permitted under the terms of Participant’s employment

contract (if any).

13. Tax Withholding . The Company or any Subsidiary, as applicable, shall have the right to (i) withhold

from any cash payment made under the Plan or any other compensation or payments owed to a Participant an amount

sufficient to cover any required withholding taxes (including income taxes, social insurance contributions, payments on

account, or any other taxes or charges owed by Participant) related to the grant, vesting, exercise, or settlement of an

Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to

cover any required withholding taxes (as described above) before actual receipt of those Shares. In lieu of all or any part

of a cash payment from a person receiving Shares under the Plan, the Committee may permit the individual to cover all

or any part of the required withholdings (up to the maximum individual statutory tax rates in the applicable jurisdictions)

through a reduction in the number of Shares delivered or a delivery or tender to the Company of Shares held by the

Participant or other person, in each case valued in the same manner as used in computing the withholding taxes under

applicable laws.

14. Effective Date, Duration, Amendment and Termination of the Plan .

(a) Effective Date . The Plan became effective on the Original Effective Date. Provided that the

Company’s shareholders approve the amended and restated Plan, such amendment and restatement will be effective

upon the Restatement Date. If the Company’s shareholders fail to approve the amended and restated Plan by December

31, 2026, the amended and restated Plan will be of no effect and the prior terms of the Plan will apply.

(b) Duration of the Plan . The Plan shall remain in effect until all Shares subject to it shall be

distributed, all Awards have expired or terminated, the Plan is terminated pursuant to Section 14(c), or the tenth

anniversary of the Restatement Date, whichever occurs first (the “Termination Date”). Awards made before the

Termination Date may be exercised, vested, or otherwise effectuated beyond the Termination Date unless limited in the

Agreement or otherwise.

or amend the Plan. The Company shall submit any amendment of the Plan to its shareholders for approval only to the

extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then

be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under

a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable

law or stock exchange rules.

(d) Amendment of Awards . Subject to Section 14(e), the Committee may unilaterally amend

the terms of any Agreement previously granted, except that no such amendment may materially impair the rights of any

Participant under the applicable Award without the Participant’s consent, unless such amendment is necessary to

comply with applicable law or stock exchange rules.

(e) No Option or SAR Repricing . Except as provided in Section 11(a), no Option or Stock

Appreciation Right granted under the Plan may be amended to decrease the exercise price thereof, be cancelled in

exchange for the grant of any new Option or Stock Appreciation Right with a lower exercise price or any new Full Value

Award, be repurchased by the Company or any Subsidiary, or otherwise be subject to any action that would be treated

under accounting rules or otherwise as a “repricing” of such Option or Stock Appreciation Right (including a cash buyout

or voluntary surrender/subsequent regrant of an underwater Option or Stock Appreciation Right), unless such action is

first approved by the Company’s shareholders.

15. Substitute Awards . The Committee may also grant Awards under the Plan in substitution for, or in

connection with the assumption of, existing awards granted or issued by another corporation and assumed or otherwise

agreed to be provided for by the Company pursuant to or by reason of a transaction involving a merger, consolidation,

acquisition of property or stock, separation, corporate reorganization or liquidation to which the Company or a

Subsidiary is a party. The terms and conditions of the Substitute Awards may vary from the terms and conditions set

forth in the Plan to the extent that the Board at the time of the grant may deem appropriate to conform, in whole or in

part, to the provisions of the awards in substitution for which they are granted.

16. Other Provisions .

(a) Unfunded Plan . The Plan shall be unfunded and the Company shall not be required to

segregate any assets that may at any time be represented by Awards under the Plan. Neither the Company, its

Subsidiaries, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan

nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed to create a

fiduciary relationship between the Company and/or its Subsidiaries, and a Participant. To the extent any person has or

A-14 TARGET CORPORATION 2026 Proxy Statement

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Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the

right of an unsecured general creditor of the Company.

(b) Limits of Liability . Except as may be required by law, neither the Company nor any

member of the Board or of the Committee, nor any other person participating (including participation pursuant to a

delegation of authority under Section 3(d) of the Plan) in any determination of any question under the Plan, or in the

interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not

taken, in good faith under the Plan.

Plan shall be issued and delivered unless the issuance of the Shares complies with all applicable legal requirements,

including compliance with the provisions of applicable state, federal and foreign securities laws, and the requirements of

any securities exchanges on which the Company’s Shares may, at the time, be listed. No such restriction shall affect the

termination date of an Award, which shall be suspended until such restriction is removed. During any period in which the

offering and issuance of Shares under the Plan are not registered under federal or state securities laws, Participants shall

acknowledge that they are acquiring Shares under the Plan for investment purposes and not for resale, and that Shares

may not be transferred except pursuant to an effective registration statement under, or an exemption from the

registration requirements of, such securities laws. Any book-entry or stock certificate evidencing Shares issued under

the Plan that are subject to such securities law restrictions shall be accompanied by or bear an appropriate restrictive

legend.

(d) Other Benefit and Compensation Programs . Payments and other benefits received by a

Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring

compensation for purposes of the termination, indemnity or severance pay laws of any country and shall not be included

in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar

arrangement provided by the Company or a Subsidiary unless expressly so provided by such other plan, contract or

arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to

accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion

of competitive cash compensation.

(e) Governing Law . To the extent that federal laws do not otherwise control, the Plan and all

determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota

without regard to its conflicts-of-law principles and shall be construed accordingly.

(f) Severability . If any provision of the Plan shall be held illegal or invalid for any reason, the

illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if

the illegal or invalid provision had not been included.

(g) Code Section 409A . It is intended that (i) all Awards of Options, SARs and Restricted

Stock under the Plan will not provide for the deferral of compensation within the meaning of Code Section 409A and

thereby be exempt from Code Section 409A, and (ii) all other Awards under the Plan will either not provide for the

deferral of compensation within the meaning of Code Section 409A, or will comply with the requirements of Code

Section 409A, and Awards shall be structured and the Plan administered and interpreted in accordance with this intent.

The Plan and any Agreement may be unilaterally amended by the Company in any manner deemed necessary or

advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A,

and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Each amount

to be paid or benefit to be provided under an Award shall be construed as a separate and distinct payment for purposes

of Section 409A. If payment under an Award is to be made within a designated period which does not begin and end

within one calendar year, the Participant does not have a right to designate the taxable year of the payment. Without

limiting the foregoing, and notwithstanding anything to the contrary in the Plan or any Agreement, with respect to any

Award that constitutes a deferral of compensation subject to Code Section 409A:

(1) If any amount is payable under such Award upon a termination of Service, a

termination of Service will be deemed to have occurred only at such time as the Participant has experienced a

“separation from service” as such term is defined for purposes of Code Section 409A.

(2) If any amount shall be payable with respect to any such Award as a result of a

Participant’s “separation from service” at such time as the Participant is a “specified employee” within the

meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section

409A, prior to the first business day after the earlier of (i) the date that is six months after the Participant’s

separation from service or (ii) the Participant’s death. Unless the Committee has adopted a specified employee

identification policy as contemplated by Code Section 409A, specified employees will be identified in

accordance with the default provisions specified under Code Section 409A.

A-15 TARGET CORPORATION 2026 Proxy Statement

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Appendix A Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

(3) Any cancellation or termination of an Award and its liquidation, including under

Section 11(c)(2), may only be made if and only to the extent and at the time permitted under Code Section

409A.

(h) Rule 16b-3 . It is intended that the Plan and all Awards granted pursuant to it to

Participants who are subject to Section 16 of the Exchange Act shall be administered by the Committee so as to permit

the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would

otherwise frustrate or conflict with the intent expressed in this Section 16(h), that provision to the extent possible shall be

interpreted and deemed amended in the manner determined by the Committee so as to avoid the conflict. To the extent

of any remaining irreconcilable conflict with this intent, the provision shall be deemed void as applied to Participants

subject to Section 16 of the Exchange Act to the extent permitted by law and in the manner deemed advisable by the

Committee.

(i) Compensation Recoupment Policy . Awards and any compensation associated therewith

are subject to recoupment, forfeiture, recovery or other action pursuant to the Company’s Clawback Policy, as such

policy may be amended from time to time, and any other compensation recoupment policy adopted by the Board or the

Committee at any time, which may include but is not limited to, any policy adopted by the Board or the Committee in

response to the requirements of Section 10D of the Exchange Act, the SEC’s final rules thereunder, and applicable listing

rules or other rules and regulations implementing the foregoing or as otherwise required by law or stock exchange. Any

Agreement will be automatically and unilaterally amended to comply with any such compensation recovery policy. The

compensation recoupment policy shall be applied to any Award that constitutes the deferral of compensation subject to

Code Section 409A in a manner that complies with the requirements of Code Section 409A.

B-1 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Appendix B

Commonly used or defined terms

Term	Definition
2020 Plan	The Target Corporation 2020 Long-Term Incentive Plan
2023-2025 PBRSUs	The PBRSU awards granted in March 2023 for the three-year performance period ending January 31, 2026
2023-2025 PSUs	The PSU awards granted in March 2023 for the three-year performance period ending January 31, 2026
2024-2026 PBRSUs	The PBRSU awards granted in March 2024 for the three-year performance period ending January 30, 2027
2024-2026 PSUs	The PSU awards granted in March 2024 for the three-year performance period ending January 30, 2027
2025-2027 PBRSUs	The PBRSU awards granted in March 2025 for the three-year performance period ending January 29, 2028
2025-2027 PSUs	The PSU awards granted in March 2025 for the three-year performance period ending January 29, 2028
2023 Annual Meeting	Target Corporation’s 2023 annual meeting of shareholders
2024 Annual Report	Target Corporation’s Form 10-K for Fiscal 2024
2025 Annual Meeting	Target Corporation’s 2025 annual meeting of shareholders
2025 Annual Report	Target Corporation’s Form 10-K for Fiscal 2025
2026 Annual Meeting	Target Corporation’s 2026 annual meeting of shareholders
2026 Proxy Statement	Target Corporation’s proxy statement for the 2026 Annual Meeting
2027 Annual Meeting	Target Corporation’s 2027 annual meeting of shareholders
2027 Proxy Statement	Target Corporation’s proxy statement for the 2027 Annual Meeting
Adjusted EPS	A non-GAAP metric that excludes the impact of certain items; see page 32 of the 2025 Annual Report for a reconciliation of Adjusted EPS to GAAP diluted EPS
Adjusted Merchandise Sales	A non-GAAP metric used for our PSUs that excludes the impact of certain items; see pages 42 and 47 for a description for how it is calculated based on the disclosed adjustments to our reported results or those of our peer group
Annual TDC	Annual total direct compensation, calculated as described on page 41
Articles of Incorporation	Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010)
Audit & Risk Committee	Audit & Risk Committee of the Board of Directors of Target Corporation
Base LTD Plan	Our widely available qualified long-term disability plan
Board	Board of Directors of Target Corporation
Beneficial Owner	A shareholder whose shares are held through a broker, trustee, bank, or other nominee
Bylaws	Bylaws of Target Corporation (as amended and restated through January 15, 2025)
CD&A	The “Compensation Discussion and Analysis” section of the 2026 Proxy Statement
CAGR	Compound annual growth rate
CAP	Compensation Actually Paid
CEO	Chief Executive Officer
Chair/Chair of the Board	Chair of the Board of Directors of Target Corporation
Code	Internal Revenue Code
Committee	A committee of the Board of Directors of Target Corporation

B-2 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Appendix B Commonly used or defined terms

Term	Definition
Committee Chair	Chair of a committee of the Board of Directors of Target Corporation
Compensation & Human Capital Management Committee	Compensation & Human Capital Management Committee of the Board of Directors of Target Corporation
Compliance Date	Date by which a director or member of the Leadership Team is expected to achieve the required levels of ownership under our stock ownership guidelines (before the end of the fifth full year occurring after election or appointment)
Corporate Governance Guidelines	Target Corporation’s Corporate Governance Guidelines (revised October 2025), which includes the Director Code of Ethics
DDCP	Target Corporation’s Director Deferred Compensation Plan
Earned Payout	The amount of shares earned based on actual performance at the end of the performance period
EDCP	Target Corporation’s Executive Deferred Compensation Plan
EPS	Diluted Earnings Per Share, a GAAP metric as reported on page 45 of the 2025 Annual Report
EVP	Executive Vice President
EVP & CHRO	Executive Vice President & Chief Human Resources Officer
Excess LTD Plan	Our self-insured unfunded excess long-term disability plan
Exchange Act	The Securities Exchange Act of 1934, as amended
Executive Chair/Executive Chair of the Board	Executive Chair of the Board of Directors of Target Corporation
Fiscal 2017	Target Corporation’s fiscal year covering the period from January 29, 2017 through February 3, 2018
Fiscal 2021	Target Corporation’s fiscal year covering the period from January 31, 2021 through January 29, 2022
Fiscal 2022	Target Corporation’s fiscal year covering the period from January 30, 2022 through January 28, 2023
Fiscal 2023	Target Corporation’s fiscal year covering the period from January 29, 2023 through February 3, 2024
Fiscal 2024	Target Corporation’s fiscal year covering the period from February 4, 2024 through February 1, 2025
Fiscal 2025	Target Corporation’s fiscal year covering the period from February 2, 2025 through January 31, 2026
Fiscal 2026	Target Corporation’s fiscal year covering the period from February 1, 2026 through January 30, 2027
GAAP	Generally Accepted Accounting Principles in the United States
Goal Payout	The amount of shares or dollars represented by the at-goal payout
Governance & Sustainability Committee	Governance & Sustainability Committee of the Board of Directors of Target Corporation
ICP	Income Continuation Plan
Infrastructure & Finance Committee	Infrastructure & Finance Committee of the Board of Directors of Target Corporation
Incentive Operating Income	A non-GAAP metric that represents Operating Income on a pre-short-term incentive compensation basis and is calculated by excluding short-term incentive expense from our Operating Income
Internet Availability Notice	Internet Availability Notice
IRC	Internal Revenue Code
Leadership Team	Members of Target’s management who are listed on the “Our Leadership” page of Target’s website ( corporate.target.com/about/purpose-history/leadership )
Lead Independent Director	The lead independent director of the Board of Directors of Target Corporation
LTI	Long-term Incentive
Meeting Notice & Summary	The “Notice of meeting and proxy summary” section of the 2026 Proxy Statement
Merchandise Sales	A GAAP metric as reported on page 51 of the 2025 Annual Report
Net Sales	A GAAP metric as reported on page 45 of the 2025 Annual Report

B-3 TARGET CORPORATION 2026 Proxy Statement

Table of Contents

Appendix B Commonly used or defined terms

Term	Definition
NEOs	Named Executive Officers
Non-CEO NEOs	The NEOs other than the CEO
NYSE	New York Stock Exchange
Operating Income	A GAAP metric as reported on page 45 of the 2025 Annual Report
PBRSUs	Performance-based restricted stock units
PCAOB	Public Company Accounting Oversight Board
Plan	The Amended and Restated Target Corporation 2020 Long-Term Incentive Plan
Prior Plan	The Amended and Restated Target Corporation 2011 Long-Term Incentive Plan
PSUs	Performance share units
Pension Plan	Target Corporation Pension Plan
ROIC	Return on Invested Capital, which is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income
Registered Shareholder	A shareholder whose shares are registered directly in the shareholder’s name with Target’s transfer agent, EQ Shareowner Services
Relative TSR	A performance measure used for our PBRSUs based on relative three-year TSR performance versus our retail peer group; see page 49 for more details
Replenished Shares	Any shares subject to any awards outstanding under the Prior Plan as of the date the 2020 Plan became effective that subsequently expire, are forfeited or canceled, or are settled for cash
Restated Plan	The Amended and Restated Target Corporation 2020 Long-Term Incentive Plan
RSUs	Restricted stock units
SARs	Stock appreciation units
Say on Pay	Advisory approval of executive compensation
SEC	Securities and Exchange Commission
SLPA	Senior Leadership Performance Awards
SPP I	Target Corporation Supplemental Pension Plan I
SPP II	Target Corporation Supplemental Pension Plan II
STIP	Short-term Incentive Plan
Sustainability and Governance Report	Target’s Sustainability and Governance Report
Supplemental Pension Plans	SPP I and SPP II
Target 401(k) Plan	Target Corporation 401(k) Plan
Target	Target Corporation
TSR	Total Shareholder Return
Team Member(s)	Employee(s) of Target
Universal Proxy Card	A proxy card that lists all director nominees from all sides in a director election contest
Universal Proxy Rules	Rules adopted by the SEC that require use of a Universal Proxy Card in non-exempt director election contests
VIF	Voter instruction form
Year-End Stock Price	Our Fiscal 2025 year-end closing stock price of $105.47 per share

1000 Nicollet Mall

Minneapolis, MN 55403

612.304.6073

Target.com

Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V94285-P44608 TARGET CORPORATION 1000 NICOLLET MALL TPN-1320 MINNEAPOLIS, MN 55403 TARGET CORPORATION 2026 Annual Meeting of Shareholders Date: June 10, 2026 Time: 12:00 p.m. CDT Location: Online in a virtual-only format at virtualshareholdermeeting.com/TGT2026 Record Date: April 13, 2026 You invested in TARGET CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on June 10, 2026. Internet and Telephone Voting Deadlines* • 6:00 a.m. EDT on June 8, 2026 for shares held in the Target Corporation 401(k) Plan (the Plan) • 11:59 p.m. EDT on June 9, 2026 for all other shareholders Get informed before you vote Before voting, we encourage you to view the Proxy Statement and Annual Report online OR request a free paper or email copy of those proxy materials prior to May 27, 2026. If you would like to request a copy of the

proxy materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639, or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy of the proxy materials. *If you plan to attend the meeting, you must follow the requirements for admission described in the Proxy Statement. Additionally, you may vote at the meeting using your control number (indicated above), except that if your shares are held in the Plan you must vote by the deadline above and may not vote during the meeting.

Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V94286-P44608 THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. 1. Election of Directors Nominees: 1a. David P. Abney For 1b. George S. Barrett For 1c. Gail K. Boudreaux For 1d. Stephen B. Bratspies For 1e. Brian C. Cornell For 1f. Robert L. Edwards For 1g. Michael J. Fiddelke For 1h. John R. Hoke III For 1i. Christine A. Leahy For 1j. Monica C. Lozano For 1k. Derica W. Rice For 1l. Dmitri L. Stockton For 2. Company proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. For 3. Company proposal to approve, on an advisory basis, our executive compensation (Say on Pay). For 4. Company proposal to approve the Target Corporation Amended & Restated 2020 Long-Term Incentive Plan. For 5. Shareholder proposal requesting policy requiring the Board Chair to be an independent director. Against 6. Shareholder proposal

requesting a report on presence of pesticides in Target’s private label brands. Against 7. Shareholder proposal requesting a report on reducing plastic microfiber shedding. Against NOTE: In addition, the Company may transact such other business as may properly come before the meeting and at any adjournment or postponement of the meeting. The proxy card will be voted as directed, but if no direction is given it will be voted “FOR” the nominees listed in Item 1, “FOR” Items 2, 3 and 4, and “AGAINST” Items 5, 6 and 7. In addition, the proxy card will be voted in the discretion of the proxies on any other matters that may properly come before the meeting. The proxies cannot vote these shares unless you vote by Internet or telephone, or unless you request paper proxy materials and sign and return the proxy card included with those materials. The following information applies only to participants whose shares are held in the Plan: • The proxy card or your vote by Internet or telephone will constitute voting instructions to the Trustee of the Plan. In accordance with the terms of the Plan, participants are instructing the Trustee to vote as a named fiduciary under the Employee Retirement Income Security Act of

• Your voting instructions will be held in the strictest confidence by the Trustee and will not be divulged or released to any person, including officers or employees of Target Corporation. If you return your proxy card but do not indicate your vote on a proposal, the Trustee is instructed to vote with the Board’s recommendation, which is “FOR” the nominees listed in Item 1, “FOR” Items 2, 3 and 4, and “AGAINST” Items 5, 6 and 7. • Your voting instructions will be applied based on the proportionate interest in shares held by the Target Common Stock Fund under the Plan. If you do not return a signed proxy card or respond by Internet or telephone as described on the reverse side by 6:00 a.m. Eastern Daylight Time on June 8, 2026, the Trustee will vote the proportionate interest in the shares held by the Target Common Stock Fund in the same proportion as instructions actually received by the Trustee from Plan participants who gave voting instructions. Instructions received by the Trustee after 6:00 a.m. Eastern Daylight Time on June 8, 2026, will not be counted. Participants whose shares are held in the Plan may not vote during the meeting.

V94286-P44608

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V94283-P44608 ! !! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! For Against Abstain For Against Abstain For Against Abstain ! !! ! ! ! The Board of Directors recommends you vote "AGAINST" Items 5, 6 and 7. TARGET CORPORATION The Board of Directors recommends you vote "FOR" the nominees listed in Item 1 and "FOR" Items 2, 3 and 4. Nominees: NOTE: Please sign exactly as your name appears hereon. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such, and, if signing for a corporation, please give your full title. Joint owners should each sign personally. Please sign, date, and return the proxy card promptly using the enclosed envelope. 1. Election of Directors 2. Company proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. 3. Company proposal to approve, on an advisory basis, our executive

compensation (Say on Pay). 4. Company proposal to approve the Target Corporation Amended & Restated 2020 Long-Term Incentive Plan. 5. Shareholder proposal requesting policy requiring the Board Chair to be an independent director. 6. Shareholder proposal requesting a report on presence of pesticides in Target's private label brands. 7. Shareholder proposal requesting a report on reducing plastic microfiber shedding. If you are a registered or beneficial shareholder, consenting to receive all future annual meeting materials electronically is simple and fast! Enroll today at https://enroll.icsdelivery.com/tgt for secure online access to your proxy materials. NOTE: In addition, the Company may transact such other business as may properly come before the meeting and at any adjournment or postponement of the meeting. Mark here if you would like your voting instructions to be confidential pursuant to the Target Corporation policy on confidential voting described in the 2026 Proxy Statement. Yes No 1a. David P. Abney 1b. George S. Barrett 1c. Gail K. Boudreaux 1d. Stephen B. Bratspies 1e. Brian C. Cornell 1f. Robert L. Edwards 1g. Michael J. Fiddelke 1h. John R. Hoke III 1i. Christine A. Leahy 1j. Monica

C. Lozano 1k. Derica W. Rice 1l. Dmitri L. Stockton TARGET CORPORATION 1000 NICOLLET MALL TPN-1320 MINNEAPOLIS, MN 55403 VOTE BY INTERNET Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions. Have your proxy card in hand when you access www.proxyvote.com and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Target Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote your proxy through the Internet or by telephone, you do NOT need to mail back your card. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Target Corporation in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards, and annual reports electronically via e-mail or the

Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. ! !! ! !! ! !! ! !! SCAN TO VIEW MATERIALS & VOTEw

V94284-P44608 Target Corporation 2026 Annual Meeting of Shareholders Wednesday, June 10, 2026 12:00 p.m. Central Daylight Time virtualshareholdermeeting.com/TGT2026 IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MUST FOLLOW THE REQUIREMENTS FOR ADMISSION DESCRIBED IN THE PROXY STATEMENT. Registered Shareholders can access their Target Corporation accounts online via: www.shareowneronline.com For Shareholder Information Call 1-800-794-9871 Monday - Friday between 7 a.m. - 7 p.m. Central Daylight Time Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 10, 2026: The Proxy Statement and Annual Report are available at www.proxyvote.com. Proxy Solicited on Behalf of the Board of Directors for the June 10, 2026 Annual Meeting of Shareholders Vote by Internet, Telephone, or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting deadlines are: • 11:59 p.m. Eastern Daylight Time on June 9, 2026 for all shareholders except participants whose shares are held in the Target Corporation 401(k) Plan (the Plan), and • 6:00 a.m. Eastern Daylight Time on June 8, 2026 for participants whose

shares are held in the Plan. Your Internet or telephone vote authorizes the named proxies to vote these shares in the same manner as if you marked, signed, and returned your proxy card. Michael J. Fiddelke, Jim Lee, and David L. Donlin, and each of them, are hereby appointed proxies, with power of substitution to each, to represent and to vote as designated on the reverse side of this proxy card, all shares of capital stock of Target Corporation, a Minnesota corporation, held by the undersigned on April 13, 2026, the record date for the Annual Meeting of Shareholders to be held on June 10, 2026, and at any adjournment or postponement of the meeting. This proxy card will be voted as directed, but if no direction is given it will be voted "FOR" the nominees listed in Item 1, "FOR" Items 2, 3 and 4, and "AGAINST" Items 5, 6 and 7. In addition, this proxy card will be voted in the discretion of the proxies on any other matters that may properly come before the meeting. The proxies cannot vote these shares unless you vote by Internet or telephone or unless you sign this card on the reverse side and return it. The following information applies only to participants whose shares are held in the Plan: • This proxy card

or your response by Internet or telephone as described on the reverse side will constitute voting instructions to the Trustee of the Plan. In accordance with the terms of the Plan, participants are instructing the Trustee to vote as a named fiduciary under the Employee Retirement Income Security Act of 1974. • Your voting instructions will be held in the strictest confidence by the Trustee and will not be divulged or released to any person, including officers or employees of Target Corporation. If you return your proxy card but do not indicate your vote on a proposal, the Trustee is instructed to vote with the Board's recommendation, which is "FOR" the nominees listed in Item 1, "FOR" Items 2, 3 and 4, and "AGAINST" Items 5, 6 and 7. • Your voting instructions will be applied based on the proportionate interest in shares held by the Target Common Stock Fund under the Plan. If you do not return a signed proxy card or respond by Internet or telephone as described on the reverse side by 6:00 a.m. Eastern Daylight Time on June 8, 2026, the Trustee will vote the proportionate interest in the shares held by the Target Common Stock Fund in the same proportion as instructions actually received by the Trustee from

Plan participants who gave voting instructions. Instructions received by the Trustee after 6:00 a.m. Eastern Daylight Time on June 8, 2026, will not be counted. Participants whose shares are held in the Plan may not vote during the meeting.

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TARGET CORP Proxy Solicitation & Information Statement 2026

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TARGET CORP — Proxy Solicitation & Information Statement 2026

30059_psi_2026-04-27_dbdd52ce-54cb-4c0b-b669-077a95d9e80a.zip

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TARGET CORP Proxy Solicitation & Information Statement 2026