

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 21, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

1000 Nicollet Mall, Minneapolis, Minnesota

(Address of principal executive offices)

41-0215170

(I.R.S. Employer Identification No.)

55403

(Zip Code)

612-304-6073

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0833 per share

TGT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Total shares of common stock, par value $0.0833, outstanding at ~~August~~November 2219, 2025, were ~~454~~452,~~399~~806,~~148~~418.


						Table of Contents
						Index to Notes

TARGET CORPORATION

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Statements of Financial Position	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Investment	5
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
Item 4.	Controls and Procedures	2526
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	2627
Item 1A.	Risk Factors	2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2627
Item 3.	Defaults Upon Senior Securities	2627
Item 4.	Mine Safety Disclosures	2627
Item 5.	Other Information	2627
Item 6.	Exhibits	2728
Signatures		2829


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations

Three Months Ended

~~Six~~Nine Months Ended

(millions, except per share data) (unaudited)

~~August~~November 21, 2025

~~August~~November 32, 2024

~~August~~November 21, 2025

~~August~~November 32, 2024

Net sales

25,~~211~~270

25,~~452~~668

4974,~~057~~327

4975,~~983~~651

Cost of sales

1718,~~903~~137

1718,~~826~~402

3553,~~031~~168

3553,~~297~~700

Selling, general, and administrative expenses

5,~~359~~536

5,~~365~~459

915,~~950~~486

1015,~~511~~969

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

~~632~~649

~~626~~639

1,~~287~~936

1,~~244~~883

Operating income

~~1,317~~948

1,~~635~~168

23,~~789~~737

24,~~931~~099

Net interest expense

~~116~~115

~~110~~105

~~232~~346

~~216~~321

Net other income

(1726)

(2028)

(4368)

(4977)

Earnings before income taxes

~~1,218~~859

1,~~545~~091

23,~~600~~459

23,~~764~~855

Provision for income taxes

~~283~~170

~~353~~237

~~629~~799

~~630~~867

Net earnings

~~935~~689

~~1,192~~854

12,~~971~~660

2,~~134~~988

Basic earnings per share

21.0652

21.5886

45.3385

46.6247

Diluted earnings per share

21.0551

21.5785

45.3284

46.6045

Weighted average common shares outstanding

Basic

~~454~~453.67

~~462~~460.51

454.84

~~462~~461.46

Diluted

455.61

~~463~~461.5

~~456~~455.17

~~463~~462.79

Antidilutive shares

52.03

20.35

2.3

10.85

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 1


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

Consolidated Statements of Comprehensive Income
	Three Months Ended				~~Six~~Nine Months Ended
(millions) (unaudited)	~~August~~November 21, 2025		~~August~~November 32, 2024		~~August~~November 21, 2025		~~August~~November 32, 2024
Net earnings	$	~~935~~689	$	~~1,192~~854	$	12,~~971~~660	$	2,~~134~~988
Other comprehensive (loss) / income, net of tax
Cash flow hedges and currency translation adjustment	(63)		(54)		(1013)		(1014)
Other comprehensive loss	(63)		(54)		(1013)		(1014)
Comprehensive income	$	~~929~~686	$	~~1,187~~850	$	12,~~961~~647	$	2,~~124~~974

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

Consolidated Statements of Financial Position

(millions, except footnotes) (unaudited)

~~August~~November 21, 2025

February 1,2025

~~August~~November 32,2024

Assets

Cash and cash equivalents

43,~~341~~822

4,762

3,~~497~~433

Inventory

1214,~~881~~896

12,740

1215,~~604~~165

Other current assets

1,~~812~~984

1,952

1,~~817~~956

Total current assets

1920,~~034~~702

19,454

1720,~~918~~554

Property and equipment, net

33,~~568~~710

33,022

3332,~~075~~931

Operating lease assets

3,~~694~~739

3,763

3,~~545~~513

Other noncurrent assets

1,~~555~~840

1,530

1,~~457~~533

Total assets

5759,~~851~~991

57,769

5558,~~995~~531

Liabilities and shareholders’ investment

Accounts payable

1213,~~019~~792

13,053

1214,~~595~~419

Accrued and other current liabilities

6,~~068~~317

6,110

5,~~749~~738

Current portion of long-term debt and other borrowings

1,~~136~~133

1,636

1,~~640~~635

Total current liabilities

1921,~~223~~242

20,799

1921,~~984~~792

Long-term debt and other borrowings

15,~~320~~366

14,304

1314,~~654~~346

Noncurrent operating lease liabilities

3,~~514~~542

3,582

3,~~444~~418

Deferred income taxes

2,~~413~~279

2,303

2,~~495~~419

Other noncurrent liabilities

12,~~961~~061

2,115

12,~~989~~067

Total noncurrent liabilities

23,~~208~~248

22,304

2122,~~582~~250

Shareholders’ investment

Common stock

Additional paid-in capital

7,~~084~~157

6,996

6,~~831~~916

Retained earnings

8,~~766~~777

8,090

8,~~030~~009

Accumulated other comprehensive loss

(~~468~~471)

(458)

(~~470~~474)

Total shareholders’ investment

15,~~420~~501

14,666

14,~~429~~489

Total liabilities and shareholders’ investment

5759,~~851~~991

57,769

5558,~~995~~531

Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; ~~454~~452,~~396~~796,~~092~~520, 455,566,995, and ~~461~~459,~~600~~244,~~215~~995 shares issued and outstanding as of ~~August~~November 21, 2025, February 1, 2025, and ~~August~~November 32, 2024, respectively.

Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding during any period presented.

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 3


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

(millions) (unaudited)

~~August~~November 21, 2025

~~August~~November 32, 2024

Operating activities

Net earnings

12,~~971~~660

2,~~134~~988

Adjustments to reconcile net earnings to cash provided by operating activities:

Depreciation and amortization

12,~~558~~331

12,~~461~~215

Share-based compensation expense

~~133~~197

~~149~~229

Deferred income taxes

~~112~~(21)

16(58)

Noncash (gains) / losses and other, net

22(1)

Changes in operating accounts:

Inventory

(~~141~~2,156)

(~~718~~3,279)

Other assets

~~151~~(294)

(53265)

Accounts payable

~~(1,125)~~658

~~522~~2,362

Accrued and other liabilities

~~(302)~~102

(~~194~~113)

Cash provided by operating activities

23,~~358~~485

34,~~339~~078

Investing activities

Expenditures for property and equipment

(12,~~864~~842)

(1,~~313~~968)

Other

1152

826

Cash required for investing activities

(12,~~853~~790)

(1,~~305~~942)

Financing activities

Additions to long-term debt

1,984

—741

Reductions of long-term debt

(1,~~571~~609)

(1,~~076~~112)

Dividends paid

(1,~~019~~537)

(1,~~017~~533)

Repurchase of stock

(~~258~~408)

(~~155~~506)

Shares withheld for taxes on share-based compensation

(6265)

(9498)

Cash required for financing activities

(~~926~~1,635)

(2,~~342~~508)

Net decrease in cash and cash equivalents

(~~421~~940)

(~~308~~372)

Cash and cash equivalents at beginning of period

4,762

3,805

Cash and cash equivalents at end of period

43,~~341~~822

3,~~497~~433

Supplemental information

Leased assets obtained in exchange for new finance lease liabilities

41100

~~304~~312

Leased assets obtained in exchange for new operating lease liabilities

~~119~~291

~~362~~416

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 4


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		Loss		Total
February 3, 2024	461.7	$	38	$	6,761	$	7,093	$	(460)	$	13,432
Net earnings	—	—		—		942		—		942
Other comprehensive loss	—	—		—		—		(5)		(5)
Dividends declared, $1.10 per share	—	—		—		(516)		—		(516)


Share-based compensation	0.9	1		(14)		—		—		(13)
May 4, 2024	462.6	$	39	$	6,747	$	7,519	$	(465)	$	13,840
Net earnings	—	—		—		1,192		—		1,192
Other comprehensive loss	—	—		—		—		(5)		(5)
Dividends declared, $1.12 per share	—	—		—		(527)		—		(527)
Repurchase of stock	(1.1)	(1)		—		(154)		—		(155)
Share-based compensation	0.1	—		84		—		—		84
August 3, 2024	461.6	$	38	$	6,831	$	8,030	$	(470)	$	14,429
Net earnings	—	—		—		854		—		854
Other comprehensive loss	—	—		—		—		(4)		(4)
Dividends declared, $1.12 per share	—	—		—		(521)		—		(521)
Repurchase of stock	(2.4)	—		—		(354)		—		(354)

Share-based compensation	—	—		85		—		—		85
November 2, 2024	459.2	$	38	$	6,916	$	8,009	$	(474)	$	14,489
Net earnings	—	—		—		1,103		—		1,103
Other comprehensive income	—	—		—		—		16		16
Dividends declared, $1.12 per share	—	—		—		(516)		—		(516)
Repurchase of stock	(3.7)	—		—		(506)		—		(506)
Share-based compensation	0.1	—		80		—		—		80
February 1, 2025	455.6	$	38	$	6,996	$	8,090	$	(458)	$	14,666

TARGET CORPORATION Q2Q3 2025 Form 10-Q 5


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		Loss		Total
February 1, 2025	455.6	$	38	$	6,996	$	8,090	$	(458)	$	14,666
Net earnings	—	—		—		1,036		—		1,036
Other comprehensive loss	—	—		—		—		(4)		(4)
Dividends declared, $1.12 per share	—	—		—		(515)		—		(515)
Repurchase of stock	(2.2)	—		—		(251)		—		(251)
Share-based compensation	1.0	—		15		—		—		15
May 3, 2025	454.4	$	38	$	7,011	$	8,360	$	(462)	$	14,947
Net earnings	—	—		—		935		—		935
Other comprehensive loss	—	—		—		—		(6)		(6)
Dividends declared, $1.14 per share	—	—		—		(529)		—		(529)
Share-based compensation	—	—		73		—		—		73
August 2, 2025	454.4	$	38	$	7,084	$	8,766	$	(468)	$	15,420
Net earnings	—	—		—		689		—		689
Other comprehensive loss	—	—		—		—		(3)		(3)
Dividends declared, $1.14 per share	—	—		—		(526)		—		(526)
Repurchase of stock	(1.7)	—		—		(152)		—		(152)
Share-based compensation	0.1	—		73		—		—		73
November 1, 2025	452.8	$	38	$	7,157	$	8,777	$	(471)	$	15,501

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 6


			FINANCIAL STATEMENTS			Table of Contents
			INDEX			Index to Notes

INDEX TO NOTES
Notes to Consolidated Financial Statements		8
Note 1	Accounting Policies	8
Note 2	Net Sales	9
Note 3	Interchange Fee Settlements	10
Note 4	~~Fair~~Business ~~Value~~Transformation ~~Measurements~~Costs	10
Note 5	~~Property~~Fair ~~and~~Value ~~Equipment~~Measurements	11
Note 6	~~Supplier~~Property ~~Finance~~and ~~Programs~~Equipment	11
Note 7	~~Commercial~~Supplier ~~Paper~~Finance ~~and Long-Term Debt~~Programs	11
Note 8	~~Derivative~~Commercial ~~Financial~~Paper ~~Instruments~~and Long-Term Debt	1112
Note 9	~~Share~~Derivative ~~Repurchase~~Financial Instruments	12
Note 10	~~Pension~~Share ~~Benefits~~Repurchase	1213
Note 11	~~Accumulated~~Pension ~~Other Comprehensive Loss~~Benefits	13
Note 12	~~Segment~~Accumulated ~~Reporting~~Other Comprehensive Loss	13
Note 13	Segment Reporting	14

TARGET CORPORATION Q2Q3 2025 Form 10-Q 7


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States (U.S.) generally accepted accounting principles (GAAP) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in our most recent Form 10-K.

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

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

We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in the U.S. The vast majority of our long-lived assets are located within the U.S.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings, and cash flows are not necessarily indicative of the results that may be expected for the full year.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 8


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

2. Net Sales

Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably advertising revenue and credit card profit-sharing income.

Net Sales

Three Months Ended

~~Six~~Nine Months Ended

(millions)

~~August~~November 21, 2025

~~August~~November 32, 2024

~~August~~November 21, 2025

~~August~~November 32, 2024

Apparel & accessories (a)

43,~~086~~838

4,~~261~~003

711,~~797~~635

812,~~158~~161

Beauty (b)

3,~~396~~232

3,~~384~~226

69,~~498~~729

69,~~503~~729

Food & beverage (c)

56,~~588~~008

5,~~538~~917

1117,~~490~~499

1117,~~391~~308

Hardlines (d)

3,~~522~~190

3,~~322~~152

69,~~597~~786

69,~~482~~634

Home furnishings & décor (e)

3,~~662~~908

34,~~908~~185

610,~~880~~789

711,~~427~~612

Household essentials (f)

4,~~422~~542

4,~~564~~715

813,~~779~~321

913,~~113~~828

Other merchandise sales

4334

4430

83117

90120

Merchandise sales

24,~~719~~752

25,~~021~~228

4872,~~124~~876

4974,~~164~~392

Advertising revenue

~~217~~241

~~162~~167

~~379~~621

~~292~~459

Credit card profit sharing

~~134~~119

~~144~~148

~~275~~395

~~286~~433

Other

~~141~~158

125

~~279~~435

~~241~~367

Net sales

25,~~211~~270

25,~~452~~668

4974,~~057~~327

4975,~~983~~651

(a)Includes apparel for women, men, young adults, kids, toddlers, and babies, as well as jewelry, accessories, and shoes.

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

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

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

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

(f)Includes household cleaning, paper products, over-the-counter healthcare, vitamins and supplements, baby gear, and pet supplies.

Merchandise sales — We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of ~~August~~November 21, 2025, February 1, 2025, and ~~August~~November 32, 2024, the accrual for estimated returns was $~~179~~187 million, $172 million, and $~~193~~204 million, respectively.

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

Gift Card Liability Activity

February 1,2025

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

Revenue Recognized From Beginning Liability

~~August~~November 21,2025

(millions)

Gift card liability (a)

1,209

~~427~~461

(~~631~~746)

~~1,005~~924

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Advertising revenue — Primarily represents revenue related to certain advertising services provided via our Roundel digital advertising business offering. Roundel services are classified as either Net Sales or as a reduction of Cost of Sales or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 9


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

Credit card profit sharing — We receive payments under a credit card program agreement with TD Bank Group (TD). Under the agreement, we receive a percentage of the profits generated by the Target Circle credit card receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Circle credit card receivables, controls risk management policies, and oversees regulatory compliance.

Other — Includes commissions earned on third-party sales through our Target Plus third-party digital marketplace, Target Circle 360 membership revenue, Shipt membership and service revenues, rental income, and other miscellaneous revenues.

3. Interchange Fee Settlements

In March 2025, we entered into settlement agreements to resolve credit card interchange fee litigation matters in which we were a plaintiff. As a result of these lump-sum settlements, during the first quarter of 2025, we recorded gains within SG&A Expenses of $593 million, net of legal fees.

4. ~~Fair~~Business ~~Value~~Transformation ~~Measurements~~Costs

In May 2025, we announced a multi-year initiative to transform various aspects of our business—including our organizational structure, processes, and technology—to enable greater agility and optimize the use of the Company's assets. Costs incurred in connection with our business transformation initiative include the following:

•Severance and Related Costs — In October 2025, we reduced our headquarters workforce. As a result, we recognized $115 million of severance and related costs within SG&A during the three and nine months ended November 1, 2025. The majority of these costs are expected to be paid during the fourth quarter of 2025.

•Asset-Related Charges — For the three and nine months ended November 1, 2025, we recognized $46 million of impairments and other charges associated with the termination of a commercial partnership. N ote 6 provides additional information regarding impairment charges.


TARGET CORPORATION						Q3 2025 Form 10-Q			10


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

5. Fair Value Measurements

Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.

Financial Instruments Measured On a Recurring Basis

Fair Value

(millions)

Classification

Measurement Level

~~August~~November 21, 2025

February 1, 2025

~~August~~November 32, 2024

Assets

Short-term investments

Cash and Cash Equivalents

Level 1

32,~~348~~894

3,893

2,~~465~~456

Prepaid forward contracts

Other Current Assets

Level 1

1716

2426

Interest rate swaps

Other Noncurrent Assets

Level 2

—

3—

Liabilities

Interest rate swaps

Other Current Liabilities

Level 2

—

Interest rate swaps

Other Noncurrent Liabilities

Level 2

6047

125

82105

Significant Financial Instruments Not Measured at Fair Value (a)(millions)

~~August~~November 21, 2025

February 1, 2025

~~August~~November 32, 2024

CarryingAmount

FairValue

CarryingAmount

FairValue

CarryingAmount

FairValue

Long-term debt, including current portion (b)

14,~~393~~396

13,~~643~~790

13,904

12,953

13,~~157~~901

1213,~~578~~029

(a)The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b)The fair value of long-term debt is estimated using Level 2 inputs based on quoted prices for the instruments. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates. These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.

~~TARGET~~6. ~~CORPORATION~~Property Q2and ~~2025 Form 10-Q 10~~Equipment

~~FINANCIAL~~We ~~STATEMENTS~~review ~~Table~~long-lived ofassets ~~Contents~~for ~~NOTES~~impairment ~~Index~~when store performance expectations, events, or changes in circumstances—such as a decision to ~~Notes~~relocate or close a store, office, or distribution center, discontinue a project, or make significant software changes—indicate that the asset’s carrying value may not be recoverable. We recognized impairment charges of $35 million and $69 million for the three and nine months ended November 1, 2025, and $1 million and $37 million for the three and nine months ended November 2, 2024. These impairment charges are included in SG&A Expenses.

57. ~~Property~~Supplier ~~and~~Finance ~~Equipment~~Programs

We review long-lived assets for impairment when store performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store, office, or distribution center, discontinue a project, or make significant software changes—indicate that the asset’s carrying value may not be recoverable. We recognized impairment charges of $34 million for the three and six months ended August 2, 2025, and $36 million for the three and six months ended August 3, 2024. These impairment charges are included in SG&A Expenses.

6. Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to elect to receive early payment of our payment obligations from the financial institutions at a discounted amount. A vendor’s election to receive early payment does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $23.94 billion, ~~as of August~~$3.7 2billion, ~~2025,~~ and $34.7 billion as of ~~both~~November 1, 2025, February 1, 2025, and ~~August~~November 32, 2024, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position. These outstanding vendor obligations do not represent actual early payments made under supplier finance programs, which have historically been lower.

7.TARGET ~~Commercial~~CORPORATION ~~Paper~~Q3 ~~and~~2025 ~~Long~~Form 10-~~Term~~Q ~~Debt~~11

~~Our~~FINANCIAL ~~unsecured~~STATEMENTS ~~long-term~~Table ~~debt~~of ~~issuances~~Contents ~~during~~NOTES ~~the~~Index ~~six~~to ~~months ended August 2, 2025 were as follows:~~Notes

8. Commercial Paper and Long-Term Debt

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


Debt Issuances (dollars in millions)
Issuance Date	Maturity Date	Principal Amount		Interest Rate (Fixed)
March 2025	April 2035	$	1,000	5.00	%
June 2025	June 2028	500		4.35
June 2025	February 2036	500		5.25

Our unsecured long-term debt repayments during the ~~six~~nine months ended ~~August~~November 21, 2025 were as follows:

Debt Repayments

(dollars in millions)

Repayment Date

Maturity Date

Principal Amount

Interest Rate (Fixed)

April 2025

1,500

2.25

We obtain short-term financing from time to time under our commercial paper program. There was no commercial paper outstanding at any time during the three and ~~six~~nine months ended ~~August~~November 21, 2025, or ~~August~~November 32, 2024.

8In October 2025, we obtained a new committed $1.0 billion ~~Derivative~~364-day ~~Financial~~unsecured ~~Instruments~~revolving credit facility that will expire in October 2026 and terminated our prior 364-day facility. No balances were outstanding under our credit facilities at any time during 2025 or 2024.

~~Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk~~9. AsDerivative ~~a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 4 to the Consolidated~~ Financial ~~Statements provides the fair value and classification of these instruments.~~Instruments

WeOur ~~were~~derivative ~~party~~instruments toconsist of interest rate swaps ~~with~~used ~~notional~~to ~~amounts~~mitigate ~~totaling~~interest $2rate risk.~~20 billion~~ asAs ofa ~~August 2~~result, ~~2025,~~we ~~February 1,~~have ~~2025,~~counterparty ~~and~~credit ~~August 3,~~exposure ~~2024.~~to Welarge ~~pay~~global afinancial ~~floating~~institutions, ~~rate~~which ~~and~~we ~~receive~~monitor aon ~~fixed~~an ~~rate~~ongoing ~~under each of these agreements~~basis. ~~All~~Note of5 to the ~~agreements~~Consolidated ~~are~~Financial ~~designated~~Statements asprovides the fair value ~~hedges,~~ and ~~all~~classification ~~were~~of ~~considered~~these ~~to be perfectly effective under the shortcut method during the three and six months ended August 2, 2025, and August 3, 2024~~instruments.

~~TARGET~~We ~~CORPORATION~~were Q2party to interest rate swaps with notional amounts totaling $2.20 billion as of November 1, 2025, ~~Form~~February 1, ~~10-Q~~2025, 11and November 2, 2024. We pay a floating rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three and nine months ended November 1, 2025, and November 2, 2024.


Effect of Hedges on Debt (millions)	November 1, 2025		February 1, 2025		November 2, 2024



Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,148	$	2,069	$	2,088
Cumulative hedging adjustments, included in carrying amount	(46)		(125)		(105)


TARGET CORPORATION						Q3 2025 Form 10-Q			12


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

Effect of Hedges on Debt(millions)			August 2, 2025				February 1, 2025				August 3, 2024
Effect of Hedges on Net Interest Expense	Three Months Ended								Nine Months Ended
Long-term debt and other borrowings
(millions)	November 1, 2025				November 2, 2024				November 1, 2025				November 2, 2024
Carrying amount of hedged debt			$	2,132			$	2,069			$	2,113
Gain (loss) on fair value hedges recognized in Net Interest Expense
Cumulative hedging adjustments, included in carrying amount			(63)				(125)				(79)
Interest rate swaps designated as fair value hedges	$	16			$	(26)			$	78			$	21
Hedged debt	(16)				26				(78)				(21)
Gain on cash flow hedges recognized in Net Interest Expense	6				6				18				18
Total	$	6			$	6			$	18			$	18

Effect of Hedges on Net Interest Expense	Three Months Ended				Six Months Ended
(millions)	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges	$	6	$	78	$	62	$	47
Hedged debt	(6)		(78)		(62)		(47)
Gain on cash flow hedges recognized in Net Interest Expense	6		6		12		12
Total	$	6	$	6	$	12	$	12

10. Share Repurchase

9. Share Repurchase

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

Share Repurchase Activity	Three Months Ended				~~Six~~Nine Months Ended
(millions, except per share data)	~~August~~November 21, 2025		~~August~~November 32, 2024		~~August~~November 21, 2025		~~August~~November 32, 2024
Number of shares purchased	—1.7		12.14		23.28		13.15
Average price paid per share (a)	$	—91.59	$	~~145~~147.9443	$	~~114~~104.5970	$	~~145~~146.9497
Total investment (a)	$	—152	$	~~155~~354	$	~~251~~403	$	~~155~~509

(a) Amounts include applicable excise tax and commissions.

1011. Pension Benefits

We provide pension plan benefits to eligible team members.

Net Pension Benefits (Income) / Expense		Three Months Ended				~~Six~~Nine Months Ended
(millions)	Classification	~~August~~November 21, 2025		~~August~~November 32, 2024		~~August~~November 21, 2025		~~August~~November 32, 2024
Service cost benefits earned	SG&A Expenses	$	2018	$	19	$	3755	$	3958
Interest cost on projected benefit obligation	Net Other Income	42		4241		84126		83124
Expected return on assets	Net Other Income	(68)		(7069)		(~~135~~203)		(~~140~~209)
Prior service cost	Net Other Income	7		8		7		8
Amortization of losses	Net Other Income	1		—		1		—
Total		$	1	$	(1)	$	(7)	$	(10)
Prior service cost	Net Other Income	—		—		7		8
Total		$	(7)	$	(9)	$	(14)	$	(19)

~~TARGET~~12. ~~CORPORATION~~Accumulated Q2Other ~~2025~~Comprehensive ~~Form 10-Q 12~~Loss

FINANCIAL STATEMENTS Table of Contents NOTES Index to Notes


Change in Accumulated Other Comprehensive Loss	Cash Flow Hedges		Currency Translation Adjustment		Pension		Total
(millions)
February 1, 2025	$	266	$	(27)	$	(697)	$	(458)
Other comprehensive (loss) income before reclassifications	(1)		1		—		—
Amounts reclassified	(13)		—		—		(13)
November 1, 2025	$	252	$	(26)	$	(697)	$	(471)

11. Accumulated Other Comprehensive Loss

Change in Accumulated Other Comprehensive Loss	Cash Flow Hedges		Currency Translation Adjustment		Pension		Total
(millions)
February 1, 2025	$	266	$	(27)	$	(697)	$	(458)
Other comprehensive (loss) income before reclassifications	(1)		—		—		(1)
Amounts reclassified	(9)		—		—		(9)
August 2, 2025	$	256	$	(27)	$	(697)	$	(468)

Note: Amounts are net of tax.

~~12.~~TARGET ~~Segment~~CORPORATION ~~Reporting~~Q3 2025 Form 10-Q 13


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

13. Segment Reporting

Our Chief Operating Decision Maker—our Chief Executive Officer—monitors our consolidated operating income and net earnings to evaluate performance and make operating decisions. We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Virtually all of our consolidated revenues are generated in the United States. The vast majority of our properties and equipment are located within the United States.

Business Segment Results

Three Months Ended

~~Six~~Nine Months Ended

(millions)

~~August~~November 21, 2025

~~August~~November 32, 2024

~~August~~November 21, 2025

~~August~~November 32, 2024

Net sales

25,~~211~~270

25,~~452~~668

4974,~~057~~327

4975,~~983~~651

Cost of sales

Merchandising cost of sales

16,~~177~~261

16,~~093~~447

3147,~~531~~793

3148,~~939~~386

Supply chain and digital fulfillment costs

1,~~726~~876

1,~~733~~955

35,~~500~~375

35,~~358~~314

Total cost of sales

1718,~~903~~137

1718,~~826~~402

3553,~~031~~168

3553,~~297~~700

Selling, general and administrative expenses (a)

5,~~359~~536

5,~~365~~459

915,~~950~~486

1015,~~511~~969

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

~~632~~649

~~626~~639

1,~~287~~936

1,~~244~~883

Operating income

1,317

1,635

2,789

2,931

Operating income (a)

948

1,168

3,737

4,099

Net interest expense

~~116~~115

~~110~~105

~~232~~346

~~216~~321

Net other income

(1726)

(2028)

(4368)

(4977)

Earnings before income taxes

~~1,218~~859

1,~~545~~091

23,~~600~~459

23,~~764~~855

Provision for income taxes

~~283~~170

~~353~~237

~~629~~799

~~630~~867

Net earnings

~~935~~689

~~1,192~~854

12,~~971~~660

2,~~134~~988

(a)For the ~~six~~three and nine months ended ~~August~~November 21, 2025, includes $161 million related to business transformation costs described in Note 4. For the nine months ended November 1, 2025, includes $593 million of pretax net gains related to settlements of credit card interchange fee litigation matters. Note 3 provides additional information.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 1314


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			FINANCIAL SUMMARY			Index to Notes

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Summary

~~Second~~Third quarter 2025 included the following notable items:

•GAAP diluted earnings per share were $1.51 and Adjusted EPS1 were $21.0578.

•Net Sales were $25.23 billion, a decrease of 01.95 percent from the comparable prior-year period.

•Comparable sales decreased 12.97 percent, reflecting a 12.32 percent decrease in traffic and a 0.65 percent decrease in average transaction amount.

◦Comparable stores-originated sales declined 3.28 percent.

◦Comparable digitally-originated sales increased 42.34 percent.

•Operating income of $10.39 billion was 1918.49 percent lower than the comparable prior-year period.

Earnings Per Share	Three Months Ended						~~Six~~Nine Months Ended
	August 2, 2025		August 3, 2024		Change		August 2, 2025		August 3, 2024		Change
	November 1, 2025		November 2, 2024		Change		November 1, 2025		November 2, 2024		Change
GAAP diluted earnings per share	$	21.0551	$	21.5785	(2018.2)	%	$	45.3284	$	46.6045	(69.16)	%
Adjustments	—0.26		—				(0.9771)		—
Adjusted diluted earnings per share	$	21.0578	$	21.5785	(203.29)	%	$	35.3513	$	46.6045	(2720.15)	%

~~1Adjusted~~Note: Amounts ~~diluted~~may ~~earnings~~not ~~per~~foot ~~share~~due ~~(Adjusted EPS), a non-GAAP metric, excludes the impact of certain items. Management believes that Adjusted EPS is useful in providing period-~~to~~-period~~ ~~comparisons of the results of our operations~~rounding. ~~A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 21.~~

We1Adjusted ~~report~~diluted ~~after-tax~~earnings ~~return~~per onshare ~~invested capital~~ (~~ROIC~~Adjusted EPS), ~~because~~a wenon-GAAP ~~believe~~metric, ~~ROIC~~excludes ~~provides~~the aimpact ~~meaningful measure~~ of ~~our~~certain ~~capital allocation effectiveness over time~~items. ~~For~~Management ~~the~~believes ~~trailing~~that ~~twelve~~Adjusted ~~months~~EPS ~~ended~~is ~~August 2,~~useful ~~2025,~~in ~~after~~providing period-~~tax~~to-period ~~ROIC~~comparisons ~~was~~of ~~14.3~~the ~~percent,~~results ~~compared~~of ~~with~~our 16operations.6 ~~percent~~A ~~for~~reconciliation ~~the~~of ~~trailing~~non-GAAP ~~twelve~~financial ~~months~~measures ~~ended~~to ~~August 3,~~GAAP ~~2024.~~measures ~~The calculation of ROIC~~ is provided on page 22.

We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our capital allocation effectiveness over time. For the trailing twelve months ended November 1, 2025, after-tax ROIC was 13.4 percent, compared with 15.9 percent for the trailing twelve months ended November 2, 2024. The calculation of ROIC is provided on page 23.

Business Environment

In April 2025, the U.S. imposed a range of tariffs on the vast majority of products manufactured in foreign countries and jurisdictions, and subsequently imposed incremental tariffs, paused, modified, or issued specific exceptions to recently imposed tariffs,. ~~and~~The ~~indicated that the~~ U.S. has indicated that it is actively negotiating or expects to negotiate country-specific agreements that it expects will result in changes to imposed tariff rates. Approximately one-half of the merchandise we offer is sourced from outside the U.S., either directly or ~~indirectly~~through our vendors, with China as ~~our~~the single largest source of merchandise we import.

We are closely monitoring the evolving consumer and regulatory landscape and adjusting plans as needed,. ~~including,~~The ~~but~~collective ~~not~~interaction ~~limited~~of totariffs, ~~vendor~~sourcing ~~negotiations~~strategies, ~~assortment~~pricing ~~changes~~actions, ~~movements~~consumer inresponse ~~country of production, adjustments in order unit quantities~~ and ~~timing~~behaviors, and ~~pricing~~other ~~strategies.~~factors, ~~The~~could ~~Gross~~materially ~~Margin~~impact ~~Rate~~our ~~section~~sales ~~below~~and ~~provides~~results ~~additional~~of ~~information~~operations ~~about~~in ~~the~~future ~~impact of such actions~~periods.

~~Additionally,~~Business weTransformation are working closely with industry associations and government leaders, all with a goal to continue delivering the products our guests expect and minimizing the impact of tariffs on our guests. The collective interaction of tariffs, sourcing strategies, pricing actions, consumer response and behaviors, and other factors, could materially impact our sales and results of operations in future periods. Initiatives

~~TARGET~~In ~~CORPORATION~~May Q2 2025, ~~Form~~we 10announced a multi-Qyear 14initiative to transform various aspects of our business—including our organizational structure, processes, and technology—to enable greater agility and optimize the use of the Company's assets. The three months ended November 1, 2025, included costs and charges related to our business transformation initiatives, including a reduction in our headquarters workforce. Note 4 to the Financial Statements provides additional information.

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


TARGET CORPORATION						Q3 2025 Form 10-Q			15


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF RESULTS OF OPERATIONS			Index to Notes

Analysis of Results of Operations

Summary of Operating Income	Three Months Ended						~~Six~~Nine Months Ended
(dollars in millions)	~~August~~November 21, 2025		~~August~~November 32, 2024		Change		~~August~~November 21, 2025		~~August~~November 32, 2024		Change
Net sales	$	25,~~211~~270	$	25,~~452~~668	(01.95)	%	~~49,057~~$	74,327	$	4975,~~983~~651	(1.97)	%
Cost of sales (a)	1718,~~903~~137		1718,~~826~~402		0(1.4)		3553,~~031~~168		3553,~~297~~700		(01.80)
SG&A expenses (a)	5,359		5,365		(0.1)		9,950		10,511		(5.3)
SG&A expenses (a)(b)	5,536		5,459		1.4		15,486		15,969		(3.0)
Depreciation and amortization (exclusive of depreciation included in cost of sales)	~~632~~649		~~626~~639		01.97		1,~~287~~936		1,~~244~~883		32.48
Operating income	$	1,317	$	1,635	(19.4)	%	$	2,789	$	2,931	(4.8)	%
Operating income (b)	$	948	$	1,168	(18.9)	%	$	3,737	$	4,099	(8.8)	%

Rate Analysis	Three Months Ended				~~Six~~Nine Months Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Gross margin rate (a)	2928.02	%	3028.03	%	28.65	%	29.40	%
SG&A expense rate (a)	21.3		21.1		20.3		21.0
SG&A expense rate (a)(b)	21.9		21.3		20.8		21.1
Depreciation and amortization expense rate (exclusive of depreciation included in cost of sales)	2.56		2.5		2.6		2.5
Operating income margin rate	5.2		6.4		5.7		5.9
Operating income margin rate (b)	3.8		4.6		5.0		5.4

(a)Reflects the impact of a reclassification of prior year amounts, which were not material, to conform with current year presentation.

(b)SG&A Expenses and Operating Income for the three and nine months ended November 1, 2025, include certain business transformation costs described in Note 4 to the Financial Statements. For the nine months ended November 1, 2025, SG&A Expenses and Operating Income also include gains related to interchange fee settlements described in Note 3. These discretely managed items resulted in a net impact to the SG&A Expense Rate of 0.6 and (0.6) percentage points for the three and nine months ended November 1, 2025, respectively, with an inverse impact on the Operating Income Margin Rate in the respective periods. The Reconciliation of Non-GAAP Adjusted EPS tables provide additional information.

Note: Gross margin (GM) is calculated as Net Sales less Cost of Sales. All rates are calculated by dividing the applicable amount by Net Sales. We updated the prior period gross margin rate to conform to the current year calculation, which resulted in an approximate 1 percentage point increase in our gross margin rate for the 2024 periods presented.

Net Sales

Net sales includes all Merchandise Sales and revenues from other sources, most notably advertising revenue and credit card profit-sharing income.

Merchandise Sales are net of expected returns, and our estimate of gift card breakage. Comparable sales include all Merchandise Sales, except sales from stores open less than 13 months or that have been closed. We use comparable sales to evaluate the performance of our stores and digital channels by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally originated sales include all Merchandise Sales initiated through mobile applications and our websites. Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive Up, and Same Day Delivery. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties.

~~Merchandise~~TARGET ~~Sales~~CORPORATION ~~growth—from~~Q3 ~~both~~2025 ~~comparable~~Form ~~sales and new stores—represents an important driver of our long~~10-~~term~~Q profitability. We expect that comparable sales growth will drive a significant portion of our total sales growth. We believe that our ability to successfully differentiate our guests’ shopping experience through a careful combination of merchandise assortment, price, convenience, guest experience, and other factors will over the long-term drive both increasing shopping frequency (number of transactions, or "traffic") and the amount spent each visit (average transaction amount).16

TARGET CORPORATION Q2 2025 Form 10-Q 15


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF RESULTS OF OPERATIONS			Index to Notes

Comparable Sales	Three Months Ended				Six Months Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Comparable sales change	(1.9)	%	2.0	%	(2.8)	%	(0.9)	%
Drivers of change in comparable sales
Number of transactions (traffic)	(1.3)		3.0		(1.8)		0.6
Average transaction amount	(0.6)		(0.9)		(1.0)		(1.4)

Merchandise Sales growth—from both comparable sales and new stores—represents an important driver of our long-term profitability. We expect that comparable sales growth will drive a significant portion of our total sales growth. We believe that our ability to successfully differentiate our guests’ shopping experience through a careful combination of merchandise assortment, price, convenience, guest experience, and other factors will over the long-term drive both increasing shopping frequency (number of transactions, or "traffic") and the amount spent each visit (average transaction amount).

Comparable Sales by Channel	Three Months Ended				Six Months Ended
Comparable Sales	Three Months Ended				Nine Months Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Stores originated comparable sales change	(3.2)	%	0.7	%	(4.4)	%	(2.1)	%
Comparable sales change	(2.7)	%	0.3	%	(2.8)	%	(0.5)	%
Digitally originated comparable sales change	4.3		8.7		4.5		5.0
Drivers of change in comparable sales
Number of transactions (traffic)	(2.2)		2.4		(1.9)		1.1
Average transaction amount	(0.5)		(2.0)		(0.9)		(1.6)

Merchandise Sales by Channel	Three Months Ended				Six Months Ended
Comparable Sales by Channel	Three Months Ended				Nine Months Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Stores originated	81.1	%	82.1	%	80.7	%	81.9	%
Stores originated comparable sales change	(3.8)	%	(1.9)	%	(4.2)	%	(2.0)	%
Digitally originated	18.9		17.9		19.3		18.1
Digitally originated comparable sales change	2.4		10.8		3.8		6.9
Total	100	%	100	%	100	%	100	%

Merchandise Sales by Fulfillment Channel	Three Months Ended				Six Months Ended
Merchandise Sales by Channel	Three Months Ended				Nine Months Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Stores	97.7	%	97.9	%	97.7	%	97.8	%
Stores originated	80.7	%	81.5	%	80.7	%	81.8	%
Other	2.3		2.1		2.3		2.2
Digitally originated	19.3		18.5		19.3		18.2
Total	100	%	100	%	100	%	100	%


Merchandise Sales by Fulfillment Channel	Three Months Ended				Nine Months Ended
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Stores	97.7	%	97.7	%	97.7	%	97.8	%
Other	2.3		2.3		2.3		2.2
Total	100	%	100	%	100	%	100	%

Note: Merchandise Sales fulfilled by stores include in-store purchases and digitally originated sales fulfilled by shipping merchandise from stores to guests, Order Pickup, Drive Up, and Same Day Delivery.

Merchandise Sales by Product Category	Three Months Ended				~~Six~~Nine Months Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Apparel & accessories	16	%	1716	%	16	%	1716	%
Beauty	1413		1413		1413		13
Food & beverage	2324		2223		24		23
Hardlines	1413		1312		14		13
Home furnishings & décor	1516		1617		1415		1516
Household essentials	18		1819		18		19
Total	100	%	100	%	100	%	100	%


TARGET CORPORATION						Q3 2025 Form 10-Q			17


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF RESULTS OF OPERATIONS			Index to Notes

Note 2 to the Financial Statements provides additional product category sales information. The collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix and the transfer of sales to new stores, makes further analysis of sales metrics infeasible.

~~TARGET~~We ~~CORPORATION~~monitor Q2the percentage of purchases that are paid for using Target Circle™ Cards (Target Circle Card Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on our Target Circle Cards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a Target Circle Card at Target. For the three months ended November 1, 2025, ~~Form~~and ~~10-Q~~November 2, 2024, total Target Circle Card Penetration was 16.9 percent and 17.7 percent, respectively. For the nine months ended November 1, 2025, and November 2, 2024, total Target Circle Card Penetration was 17.0 percent and 17.8 percent, respectively.


TARGET CORPORATION						Q3 2025 Form 10-Q			18


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF RESULTS OF OPERATIONS			Index to Notes

We monitor the percentage of purchases that are paid for using Target Circle Cards™ (Target Circle Card Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on our Target Circle Cards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a Target Circle Card at Target. For the three months ended August 2, 2025, and August 3, 2024, total Target Circle Card Penetration was 16.9 percent and 17.7 percent, respectively. For the six months ended August 2, 2025, and August 3, 2024, total Target Circle Card Penetration was 17.1 percent and 17.9 percent, respectively.

TARGET CORPORATION Q2 2025 Form 10-Q 17

MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF RESULTS OF OPERATIONS Index to Notes

Gross Margin Rate

Quarter-to-Date

For the three months ended ~~August~~November 21, 2025, our gross margin rate was 2928.02 percent compared with 3028.03 percent in the comparable prior-year period. The decrease reflected the net impact of

•merchandising, ~~including~~primarily due to higher markdown rates ~~and purchase order cancellation costs1,~~ partially offset by growth in advertising and other revenues;

•~~changes~~lower ininventory ~~category sales mix~~shrink; and

•lower supply chain and digital fulfillment costs, reflecting the comparison over costs in 2024 related to timing of receipts and elevated inventory, ~~shrink~~combined with the benefit of productivity improvements at supply chain facilities and in digital fulfillment, partially offset by the deleveraging impact of lower sales.

Year-to-Date

For the ~~six~~nine months ended ~~August~~November 21, 2025, our gross margin rate was 28.65 percent compared with 29.40 percent in the comparable prior-year period. The decrease reflected the net impact of

•merchandising activities, including higher markdown rates and purchase order cancellation ~~costs1~~costs, partially offset by growth in advertising and other revenues;

•higher supply chain and digital fulfillment costs, partially due to tothe combined impact of investments in new supply chain facilities and the deleveraging impact of lower sales; and

•changes in category sales mix; and

•lower inventory shrink.

~~1 The~~TARGET ~~Business~~CORPORATION ~~Environment~~Q3 ~~section~~2025 ~~provides~~Form ~~additional~~10-Q ~~information.~~19

TARGET CORPORATION Q2 2025 Form 10-Q 18


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF RESULTS OF OPERATIONS			Index to Notes

Selling, General, and Administrative Expense Rate

For the three months ended ~~August~~November 21, 2025, our SG&A expense rate was 21.39 percent compared with 21.13 percent for the comparable prior-year period,. ~~reflecting~~The ~~the~~increase ~~deleveraging~~reflected ~~impact~~business transformation costs of ~~lower~~approximately ~~Net~~0.6 ~~Sales~~percentage points. ~~Higher~~The ~~remodel-related~~deleveraging ~~expenses~~impact ~~during~~of ~~the~~lower ~~three~~Net ~~months~~Sales ~~ended~~was ~~August~~offset 2,by ~~2025,~~a ~~were~~reduction ~~offset~~in byother ~~the~~costs, ~~net~~including ~~impact~~lower ofincentive ~~cost~~compensation ~~savings~~expense.

For the ~~six~~nine months ended ~~August~~November 21, 2025, our SG&A expense rate was 20.38 percent compared with 21.01 percent for the comparable prior-year period. The decrease reflected a favorable impact of interchange fee settlements during the first quarter of 2025 of approximately 10.28 percentage points,. asThis ~~further~~rate ~~described~~benefit inwas ~~Note 3,~~ partially offset by the deleveraging impact of lower Net Sales, and the net impact of other costs, including 0.2 percentage points related to business transformation costs.

Interchange fee settlements and business transformation costs are further described in Notes 3 and 4, respectively, to the Financial Statements.

Store Data

Change in Number of Stores

Three Months Ended

~~Six~~Nine Months Ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

Beginning store count

1,~~981~~982

1,~~963~~966

1,978

1,956

Opened

114

313

418

1023

Closed

—(1)

Ending store count

1,~~982~~995

1,~~966~~978

1,~~982~~995

1,~~966~~978

Number of Stores and

Number of Stores

Retail Square Feet (a)

Retail Square Feet

~~August~~November 21, 2025

February 1, 2025

~~August~~November 32, 2024

~~August~~November 21, 2025

February 1, 2025

~~August~~November 32, 2024

170,000 or more sq. ft.

273

48,824

50,000 to 169,999 sq. ft.

1,~~562~~576

1,559

1,~~549~~559

~~195~~197,~~436~~274

195,050

~~193~~195,~~705~~050

49,999 or less sq. ft.

~~147~~146

146

~~144~~146

4,~~445~~420

4,404

4,~~334~~404

Total

1,~~982~~995

1,978

1,~~966~~978

~~248~~250,~~705~~518

248,278

~~246~~248,~~863~~278

(a)In thousands; reflects total square feet less office, supply chain facility, and vacant space.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 1920


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			OTHER PERFORMANCE FACTORS			Index to Notes

Other Performance Factors

Net Interest Expense

Net interest expense was $~~116~~115 million and $~~232~~346 million for the three and ~~six~~nine months ended ~~August~~November 21, 2025, respectively, compared with $~~110~~105 million and $~~216~~321 million in the comparable prior-year periods. The increase was primarily due to higher average debt levels.

Provision for Income Taxes

Our effective income tax rates for the three and ~~six~~nine months ended ~~August~~November 21, 2025, were 2319.28 percent and 2423.21 percent, respectively, compared with 2221.97 percent and 22.85 percent in the comparable prior-year periods. For the three month period, the ~~increase~~decrease isprimarily ~~driven~~reflects bybenefits ~~the~~from ~~impact~~tax ofcredits ~~Pillar~~in ~~Two~~the ~~global~~current ~~minimum taxes~~year. For the ~~six~~nine month period, the increase reflects discrete tax expense in the current year, ~~primarily~~ related to share-based compensation, and ~~the~~global ~~impact~~minimum oftaxes, ~~Pillar~~partially ~~Two~~offset ~~global~~by ~~minimum~~benefits ~~taxes~~from tax credits.

OnTARGET ~~July~~CORPORATION 4,Q3 2025, ~~the~~Form ~~U.S.~~10-Q enacted new legislation that includes several U.S. corporate tax provisions, including restoring immediate deductibility of certain capital expenditures, restoring full expensing of domestic research and development costs, and changes in the computations of U.S. taxation on international earnings. We expect the provisions of the legislation to result in a favorable timing shift in our U.S. cash tax payments, with no material impact on our income tax expense.21

TARGET CORPORATION Q2 2025 Form 10-Q 20


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			Index to Notes

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

To provide additional transparency, we disclose non-GAAP adjusted diluted earnings per share (Adjusted EPS). This metric excludes certain items presented below. We believe this information is useful in providing period-to-period comparisons of the results of our operations. This measure is not in accordance with, or an alternative to, generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measure is diluted earnings per share. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate Adjusted EPS differently, limiting the usefulness of the measure for comparisons with other companies.

Reconciliation of Non-GAAP Adjusted EPS	Three Months Ended						~~Three Months Ended~~
	August 2, 2025						August 3, 2024
	November 1, 2025						November 2, 2024
(millions, except per share data)	Pretax		Net of Tax		Per Share		Pretax		Net of Tax		Per Share
GAAP and Adjusted EPS					$	2.05					$	2.57
GAAP diluted earnings per share					$	1.51					$	1.85
Adjustments
Business transformation costs (a)	$	161	$	120	$	0.26	$	—	$	—	$	—
Adjusted EPS					$	1.78					$	1.85

Reconciliation of Non-GAAP Adjusted EPS	~~Six~~Nine Months Ended						~~Six Months Ended~~
	August 2, 2025						August 3, 2024
	November 1, 2025						November 2, 2024
(millions, except per share data)	Pretax		Net of Tax		Per Share		Pretax		Net of Tax		Per Share
GAAP diluted earnings per share					$	45.3284					$	46.6045
Adjustments
Interchange fee settlements (a)	$	(593)	$	(441)	$	(0.97)	$	—	$	—	$	—
Business transformation costs (a)	$	161	$	120	$	0.26	$	—	$	—	$	—
Adjusted EPS					$	3.35					$	4.60
Interchange fee settlements (b)	(593)		(441)		(0.97)		—		—		—
Adjusted EPS					$	5.13					$	6.45

~~(a)~~Note: 3Amounts tomay ~~the~~not ~~Financial~~foot ~~Statements~~due ~~provides~~to ~~additional information~~rounding.

(a)Note 4 to the Financial Statements provides additional information.

(b)Note 3 to the Financial Statements provides additional information.

Earnings before interest expense and income taxes (EBIT) and earnings before interest expense, income taxes, depreciation, and amortization (EBITDA) are non-GAAP financial measures. We believe these measures provide meaningful information about our operational efficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures, debt levels, and, for EBITDA, capital investment. These measures are not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is net earnings. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for comparisons with other companies.

EBIT and EBITDA	Three Months Ended						~~Six~~Nine Months Ended
(dollars in millions)	~~August~~November 21, 2025		~~August~~November 32, 2024		Change		~~August~~November 21, 2025		~~August~~November 32, 2024		Change
Net earnings	$	~~935~~689	$	~~1,192~~854	(2119.53)	%	$	12,~~971~~660	$	2,~~134~~988	(711.60)	%
+ Provision for income taxes	~~283~~170		~~353~~237		(1928.94)		~~629~~799		~~630~~867		(07.29)
+ Net interest expense	~~116~~115		~~110~~105		68.35		~~232~~346		~~216~~321		7.58
EBIT	$	~~1,334~~974	$	1,~~655~~196	(1918.37)	%	$	23,~~832~~805	$	24,~~980~~176	(58.09)	%
+ Total depreciation and amortization (a)	~~770~~773		~~743~~754		32.6		12,~~558~~331		12,~~461~~215		65.62
EBITDA	$	21,~~104~~747	$	21,~~398~~950	(1210.25)	%	$	46,~~390~~136	$	46,~~441~~391	(14.20)	%

(a)Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2122


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			Index to Notes

We have also disclosed after-tax ROIC, which is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income. We believe this metric is useful in assessing the effectiveness of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the measure for comparisons with other companies.

After-Tax Return on Invested Capital

(dollars in millions)

Trailing Twelve Months

Numerator

~~August~~November 21, 2025

~~August~~November 32, 2024 (a)

Operating income

5,~~425~~204

65,~~113~~964

+ Net other income

9997

~~102~~105

EBIT

5,~~524~~301

6,~~215~~069

+ Operating lease interest (b)

~~166~~167

~~146~~157

- Income taxes (c)

1,~~305~~238

1,~~427~~403

Net operating profit after taxes

4,~~385~~230

4,~~934~~823

Denominator

~~August~~November 21, 2025

~~August~~November 32, 2024

~~July~~October 2928, 2023

Current portion of long-term debt and other borrowings

1,~~136~~133

1,~~640~~635

1,~~106~~112

+ Noncurrent portion of long-term debt

15,~~320~~366

1314,~~654~~346

14,~~926~~883

+ Shareholders' investment

15,~~420~~501

14,~~429~~489

1112,~~990~~514

+ Operating lease liabilities (d)

3,~~883~~924

3,~~786~~765

3,~~104~~351

- Cash and cash equivalents

43,~~341~~822

3,~~497~~433

1,~~617~~910

Invested capital

3132,~~418~~102

30,~~012~~802

29,~~509~~950

Average invested capital (e)

3031,~~715~~451

2930,~~760~~376

After-tax return on invested capital (f)

1413.34

1615.69

(a)The trailing twelve months ended ~~August~~November 32, 2024, consisted of 53 weeks compared with 52 weeks in the current-year period.

(b)Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases was owned or accounted for under finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within Operating Income. Operating lease interest is added back to Operating Income in the ROIC calculation to control for differences in capital structure between us and our competitors.

(c)Calculated using the effective tax rates, which were 22.96 percent and 22.45 percent for the trailing twelve months ended ~~August~~November 21, 2025, and ~~August~~November 32, 2024, respectively. For the trailing twelve months ended ~~August~~November 21, 2025, and ~~August~~November 32, 2024, includes tax effect of $1.32 billion and $1.4 billion, respectively, related to EBIT and $38 million and $3335 million, respectively, related to operating lease interest.

(d)Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities, respectively.

(e)Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable prior period.

(f)For the trailing twelve months ended ~~August 2~~November 1, 2025, includes the impact of after-tax net gains on interchange fee settlements and business transformation costs, which ~~increased~~had a net impact on after-tax ROIC byof 1.40 percentage ~~points~~point. ~~Note~~Notes 3 and 4 to the Financial Statements ~~provides~~provide additional information.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2223


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF FINANCIAL CONDITION			Index to Notes

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the limits of our credit rating goals.

Our cash and cash equivalents balance was $4.3.8 billion, $4.8 billion, and $3.54 billion as of ~~August~~November 21, 2025, February 1, 2025, and ~~August~~November 32, 2024, respectively. Our cash and cash equivalents balance includes short-term investments of $32.39 billion, $3.9 billion, and $2.5 billion as of ~~August~~November 21, 2025, February 1, 2025, and ~~August~~November 32, 2024, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly-rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments.

Operating Cash Flows

Cash flows provided by operating activities were $23.45 billion and $34.31 billion for the ~~six~~nine months ended ~~August~~November 21, 2025, and ~~August~~November 32, 2024, respectively. The decrease reflects lower ~~accounts~~net ~~payable~~earnings, ~~leverage~~as ~~and~~well as the net ~~earnings~~ impact of lower ~~sales,~~accounts ~~partially~~payable ~~offset~~leverage byand ~~gains~~inventory onpurchases ~~interchange fee settlements discussed~~ in ~~Note 3 to~~ the ~~Financial~~current ~~Statements~~year.

Inventory

Inventory was $1214.9 billion as of ~~August~~November 21, 2025, compared with $12.7 billion and $1215.62 billion as of February 1, 2025, and ~~August~~November 32, 2024, respectively. The increase from February 1, 2025, primarily reflects the seasonal inventory build ahead of the November and December holiday sales period. The decrease compared to ~~August 3~~November 2, 2024, reflects ~~higher~~alignment ~~merchandise~~of ~~costs~~inventory ~~and~~with ~~continued~~sales ~~investment~~trends, inpartially ~~frequency~~offset ~~categories~~by higher merchandise costs.

Investing Cash Flows

Cash required for investing activities increased to $12.98 billion for the ~~six~~nine months ended ~~August~~November 21, 2025, compared to $1.39 billion for the ~~six~~nine months ended ~~August~~November 32, 2024, due to higher capital expenditures.

Dividends

We paid dividends totaling $~~509~~518 million ($1.1214 per share) and $1~~,019~~.5 ~~million~~billion ($23.2438 per share) for the three and ~~six~~nine months ended ~~August~~November 21, 2025, respectively, and $~~509~~516 million ($1.1012 per share) and $1~~,017~~.5 ~~million~~billion ($23.2032 per share) for the three and ~~six~~nine months ended ~~August~~November 32, 2024, respectively, a per share increase of 1.8 percent. We declared dividends totaling $~~529~~526 million ($1.14 per share) during the ~~second~~third quarter of 2025 and $~~527~~521 million ($1.12 per share) during the ~~second~~third quarter of 2024, a per share increase of 1.8 percent. We have paid dividends every quarter since our 1967 initial public offering, and it is our intent to continue to do so in the future.

Share Repurchase

We deployed $~~251~~403 million to repurchase shares during the ~~six~~nine months ended ~~August~~November 21, 2025. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q and Note 910 to the Financial Statements for more information.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2324


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF FINANCIAL CONDITION			Index to Notes

Financing

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt maturities, and to manage our net exposure to floating interest rate volatility. Within these parameters, we seek to minimize our borrowing costs. Our ability to access the long-term debt and commercial paper markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. As of ~~August~~November 21, 2025, our credit ratings were as follows:

Credit Ratings	Moody’s	~~Standard and Poor’s~~S&P	Fitch
Long-term debt	A2	A	A
Commercial paper	P-1	A-1	F1

If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit ratings will remain the same as described above.

We issued $1.0 billion of unsecured debt in both March and June 2025, and repaid $1.5 billion of unsecured debt in April 2025. Note 78 to the Financial Statements provides additional information.

We have the ability to obtain short-term financing from time to time under our commercial paper program and credit facilities. ~~Our~~ In October 2025, we obtained a new committed $1.0 billion 364-day unsecured revolving credit facility that will expire in October 2026 and terminated our prior 364-day credit facility. This credit facility and our $3.0 billion unsecured revolving credit ~~facilities~~facility that will expire in October ~~2025 and October~~ 2028, ~~respectively,~~ provide a liquidity backstop to our commercial paper program. No balances were outstanding under either credit facility at any time during 2025 or 2024. There was no commercial paper outstanding as of either ~~August~~November 21, 2025, or ~~August~~November 32, 2024. Note 78 to the Financial Statements provides additional information.

Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facilities also contain a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, as of ~~August~~November 21, 2025, no notes or debentures contained provisions requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control and (ii) our long-term credit ratings are either reduced and the resulting rating is non-investment grade, or our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.

We believe our sources of liquidity, namely operating cash flows, credit facility capacity, and access to capital markets, will continue to be adequate to meet our contractual obligations, working capital, and planned capital expenditures, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase program for the foreseeable future.

New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2425


			MANAGEMENT'S DISCUSSION AND ANALYSIS & SUPPLEMENTAL INFORMATION			Table of Contents
			FORWARD-LOOKING STATEMENTS & CONTROLS AND PROCEDURES			Index to Notes

Forward-Looking Statements

This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words "anticipate," "believe," "could," “expect,” “may,” “might,” “seek,” "will," “would,” or similar words. The principal forward-looking statements in this report include statements regarding: our future financial and operational performance, changes in the consumer landscape, evolution in tariffs and global trade policy, the impacts of business transformation efforts, the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, the expected return on plan assets, the expected outcome of, and adequacy of our reserves for, claims, litigation, and the resolution of tax matters, and changes in our assumptions and expectations.

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 Form 10-K for the fiscal year ended February 1, 2025, which should be read in conjunction with the forward-looking statements in this report. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk of our Form 10-K for the fiscal year ended February 1, 2025.

Item 4. Controls and Procedures

Changes in Internal Control Over Financial Reporting

There were no changes during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2526


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Notes

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~For~~On November 14, 2025, the ~~quarterly~~United ~~period~~States ~~ended~~District ~~August 2~~Court for the Middle District of Florida transferred the purported federal securities law class actions naming Target Corporation and current and former members of its Board of Directors to the United States District Court for the District of Minnesota. These proceedings, which were consolidated on July 24, 2025, norelate ~~response~~to iscertain ~~required~~prior ~~under~~disclosures ~~Item~~about ~~103~~risks ofrelated ~~Regulation~~to ~~S-K~~Target’s environmental, ~~nor~~social, ~~have~~and ~~there~~governance ~~been~~initiatives ~~any~~(including ~~material~~with ~~developments~~respect ~~for~~to ~~any~~diversity, ~~previously~~equity, ~~reported~~and ~~legal~~inclusion) and oversight of those risks. These proceedings were previously described in Target’s Annual Report on Form 10-K for the year ended February 1, 2025.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended February 1, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 11, 2021, our Board of Directors authorized a $15 billion share repurchase program with no stated expiration. Under the program, we have repurchased 3334.28 million shares of common stock for a total investment of $6.67 billion. AsThe oftable ~~August 2,~~below ~~2025,~~presents ~~the~~information ~~dollar~~with ~~value~~respect ofto ~~shares that may yet be purchased under the program is $8.4 billion. There were no~~ Target common stock purchases made during the three months ended ~~August~~November 21, 2025, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.


Share Repurchase Activity	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs
Period
August 3, 2025 through August 30, 2025
Open market and privately negotiated purchases	96,300	$	97.99	96,300	$	8,405,041,035
August 31, 2025 through October 4, 2025
Open market and privately negotiated purchases	1,558,284	91.20		1,558,284	8,262,928,791
October 5, 2025 through November 1, 2025
Open market and privately negotiated purchases	—	—		—	8,262,928,791
Total	1,654,584	$	91.59	1,654,584	$	8,262,928,791

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2627


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Notes

Item 6. Exhibits

3.1		Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010) (filed as Exhibit (3)A to Target's Current Report on Form 8-K on June 10, 2010 and incorporated herein by reference).
3.2		Bylaws of Target Corporation (as amended and restated through January 15, 2025) (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January 17, 2025, and incorporated herein by reference).
10.23	**	Transition Agreement, dated as of May 20, 2025, among Target Corporation, Target Enterprise, Inc., and A. Christina Hennington
10.20	**	364-Day Credit Agreement, dated as of October 9, 2025, among Target Corporation, the Banks listed therein, the Co-Documentation Agents and Syndication Agent listed therein, and Bank of America, N.A., as Administrative Agent.
10.24	**	Transition Agreement, dated as of May 20, 2025, among Target Corporation, Target Enterprise, Inc., and Amy Tu
31.1	**	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	**	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	***	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	***	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	**	Inline XBRL Instance Document
101.SCH	**	Inline XBRL Taxonomy Extension Schema Document
101.CAL	**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



**			Filed herewith.
***			Furnished herewith.

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2728


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Notes

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TARGET CORPORATION
Dated: August 29, 2025	By:	/s/ Jim Lee
Dated: November 26, 2025	By:	/s/ Jim Lee
			Jim Lee
			Executive Vice President and
			Chief Financial Officer
			(Duly Authorized Officer and
			Principal Financial Officer)
		/s/ Matthew A. Liegel
			Matthew A. Liegel
			Senior Vice President, Chief Accounting Officer
			and Controller
			(Principal Accounting Officer)

TARGET CORPORATION Q2Q3 2025 Form 10-Q 2829

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