UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~August 1, 2025~~

August 7, 2025

TARGA RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-34991		20-3701075
(State or other jurisdiction ofincorporation or organization)		(Commission File Number)		(IRS EmployerIdentification No.)




Delaware (State or other jurisdiction of incorporation or organization)	001-34991 (Commission File Number)	20-3701075 (IRS Employer Identification No.)

811 Louisiana St, Suite 2100

Houston, TX 77002

(Address of principal executive office and Zip Code)

(713) 584-1000

(~~Registrant~~Registrants’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading ~~symbol~~Symbol(s) Name of ~~each~~ exchange on which registered Common ~~stock~~Stock TRGP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter). Emerging Growth 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. ☐

Item 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On August 1 7, 2025, ~~D. Scott Pryor informed~~ Targa Resources Corp. (the “Company”) ofissued ~~his~~a ~~intent~~press release regarding its financial results for the three months ended June 30, 2025. A conference call to ~~retire~~discuss ~~from~~these ~~his~~results ~~position~~is asscheduled ~~President~~for –11:00 ~~Logistics~~a.m. ~~and~~Eastern ~~Transportation~~time of(10:00 ~~the~~a.m. ~~Company~~Central time) on Thursday, ~~effective~~August ~~March 1~~7, ~~2026~~2025. ~~Mr. Pryor’s~~The ~~retirement~~conference iscall ~~not~~will ~~the~~be ~~result~~webcast live and a replay of ~~any~~the ~~disagreement~~webcast ~~with~~will be available through the Investors section of the Company’s web site (http://www.targaresources.com). A copy of the earnings press release is furnished as Exhibit 99.1 to this report, which is hereby incorporated by reference into this Item 2.02.

OnThe ~~August 4,~~press ~~2025,~~release ~~the~~and ~~Board~~accompanying ofschedules ~~Directors~~and/or of the ~~Company~~conference ~~appointed~~call ~~Benjamin~~discussions J.include ~~Branstetter,~~the ~~age~~non-generally ~~40,~~accepted asaccounting ~~President~~principles –(“non-GAAP”) ~~Logistics~~financial ~~and~~measures ~~Transportation~~ of ~~the~~adjusted ~~Company~~EBITDA, ~~effective~~adjusted ~~March 1~~cash flow from operations, ~~2026.~~adjusted ~~Mr. Branstetter~~free ~~will~~cash ~~continue~~flow toand ~~serve~~adjusted asoperating ~~Senior~~margin ~~Vice~~(segment). ~~President~~The –press ~~Downstream~~release ~~Commercial~~provides reconciliations of ~~various~~these ~~subsidiaries~~non-GAAP offinancial ~~the~~measures ~~Company~~to ~~until~~their ~~March 1,~~most ~~2026.~~directly ~~There~~comparable ~~are~~financial nomeasures ~~understandings~~calculated orand ~~arrangements~~presented ~~between~~in ~~Mr. Branstetter~~accordance ~~and~~with ~~any~~accounting ~~other~~principles ~~person~~generally ~~pursuant~~accepted toin ~~which~~the MrUnited States of America (“GAAP”). ~~Branstetter~~ ~~was~~Our ~~selected~~non-GAAP tofinancial ~~serve~~measures should not be considered as ~~President~~alternatives –to ~~Logistics~~GAAP measures and ~~Transportation~~have ofimportant ~~the~~limitations ~~Company.~~as analytical tools.

Mr. Branstetter has served as Senior Vice President – Downstream Commercial for various subsidiaries of the Company since March 2024. He previously served as Vice President – NGL Supply & Business Development between July 2022 and March 2024 and Vice President – Optimization between September 2020 and July 2022 for various subsidiaries of the Company. He also served in various roles with the Company’s subsidiaries between April 2017 and September 2020, including as Director, Corporate Development. Prior to joining the Company, Mr. Branstetter served in the investment banking group at Lazard, Inc. There are no relationships between Mr. Branstetter and the Company or any of its subsidiaries that would require disclosure pursuant to Item ~~404(a) of Regulation S-K, nor are there any relationships between Mr~~7. ~~Branstetter and any other person that would require disclosure pursuant to Item 401(d) of~~ 01 Regulation ~~S-K.~~FD Disclosure.

The Company ~~will~~uses ~~enter~~any ~~into~~of ~~its~~the ~~standard~~following ~~form~~to ofcomply ~~director~~with ~~and~~its ~~officer~~disclosure ~~indemnification~~obligations ~~agreement~~under ~~with~~Regulation ~~Mr. Branstetter~~FD: ~~(such~~press ~~agreement~~releases, ~~the~~SEC ~~“Indemnification~~filings, ~~Agreement”).~~public ~~The~~conference ~~Company’s~~calls, ~~form~~or ~~Indemnification Agreement requires~~ the Company’s towebsite. ~~indemnify~~The ~~executive~~Company ~~officers~~routinely toposts ~~the~~important ~~fullest~~information ~~extent~~on ~~permitted~~its ~~under~~website ~~Delaware~~(http://www.targaresources.com), ~~law~~including ~~against~~information ~~liability~~ that may ~~arise~~be bydeemed ~~reason of his service~~ to ~~the Company, and to advance expenses incurred as a result of any proceeding against him as to which he could~~ be ~~indemnified~~material. ~~This~~The ~~description~~Company ofencourages ~~the~~investors ~~Indemnification Agreement does not purport to be complete~~ and isothers ~~qualified~~interested in ~~its entirety by reference to~~ the ~~full~~Company ~~text of the form of Indemnification Agreement, a copy of which was filed with the Commission as Exhibit 10.4~~ to ~~the~~monitor ~~Company’s~~these ~~Registration~~distribution ~~Statement~~channels onfor ~~Form S-1/A filed~~material ~~November 8, 2010, and is incorporated herein by reference~~disclosures.

Item 8.01 Other Events.

On August 4, 2025, the Company’s Board of Directors approved a new share repurchase program (the “2025 Share Repurchase Program”) for the repurchase of up to $1.0 billion of the Company’s outstanding common stock. The 2025 Share Repurchase Program is effective immediately. The amount authorized under the 2025 Share Repurchase Program is in addition to the amount remaining as of June 30, 2025, under the Company’s existing share repurchase program adopted in July 2024. The 2025 Share Repurchase Program does not obligate the Company to repurchase any specific dollar amount or number of shares and share repurchases thereunder will be made in accordance with applicable securities laws and may be discontinued by the Company, in its sole discretion and without notice.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1*		Form of Indemnification Agreement between Targa Resources Investments Inc. and each of the directors and officers thereof (incorporated by reference to Exhibit 10.4 to Targa Resources Corp.’s Registration Statement on Form S-1/A filed November 8, 2010 (File No. 333-169277)).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits

* Previously Filed


Exhibit
Number		Description
Exhibit 99.1		Targa Resources Corp. Press Release dated August 7, 2025.

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

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.

Targa Resources Corp.


Date: August 7, 2025	By:	/s/ William A. Byers
		William A. Byers
		Chief Financial Officer (Principal Financial Officer)

TARGA RESOURCES CORP.

Dated: August 6, 2025

/s/ William A. Byers

William A. Byers

Chief Financial Officer

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