Target : The 2026 proxy statement (Target Corporation 2026 Proxy Statement Bookmarked)

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

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

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:

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

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.

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:

Internet Telephone Mail

Method(1)

(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.



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 director compensation 31

Stock ownership information 33

Stock ownership guidelines 33

Outstanding equity awards at Fiscal 2025 year-end 61

Stock vested in Fiscal 2025 62

Pension benefits for Fiscal 2025 62

Nonqualified deferred compensation for Fiscal 2025 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

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 2025 60

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

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

shareholders. 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 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

rationale.

10% special meeting

threshold

Shareholders owning 10% or more of Target's outstanding stock have the right to call a

special meeting of shareholders.

No poison pill We do not have a poison pill.

Single voting class Target common stock is the only class of voting shares outstanding. 93

Shareholder voting rights are proportionate to economic interests

One share, one vote Each share of Target common stock is entitled to one vote. 93

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

Responsiveness to shareholders

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 71

shareholder engagement process, proxy statement disclosure, or other means.

Availability of

independent directors

Target's Lead Independent Director is expected to be available for direct communication

with major shareholders, as appropriate.

9, 18

Practice Description Page(s)

Strong, independent leadership

membership and

leadership rotations

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 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

opportunities to maintain a balanced mix of perspectives and experiences.

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 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

programs.

Management development and succession planning

Sustainability - resiliency in our business model

Information security, cybersecurity, and data privacy

Our Board regularly reviews senior management development and succession planning,

with more in-depth reviews regularly conducted by the Compensation & Human Capital 16

Management Committee.

We disclose how oversight responsibility for resiliency in our business model and related

risks is allocated among the Board, its Committees, and management. 16

We disclose how oversight responsibility related to information security, cybersecurity,

and data privacy is allocated among the Board and its Committees, and provide 16

information about our program and practices.

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

Executive compensation incentive structures are aligned with long-term strategy

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

Our directors

rtner /

Yes

1

Cardinal Health, Inc.

rman & CEO

rman & CEO

Yes 2

Gail K. Boudreaux 65 2021 Elevance Health, Inc. President & CEO Yes 2

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.

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.

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

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.

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.

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.

Gail K. Boudreaux ⚫ ⚫

Robert L. Edwards ⚫ ⚫

Donald R. Knauss ⚫ C

Christine A. Leahy

⚫

⚫

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.

     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	Oversight and other responsibilities
     Committee members
     Mr. Stockton (Chair) Mr. Abney Mr. Bratspies Mr. Edwards Ms. Puma Mr. Rice
     Number of meetings during Fiscal 2025	remediation efforts, including reports of potential misconduct.
     8	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.
     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.

     • 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

     • Enterprise risk management. Enterprise risk management programs, principal business and

     • Supply chain corporate responsibility matters. Management's efforts to instill responsible practices within Target's supply chain in support of Target's business.

     Compensation & Human Capital Management Committee	Oversight and other responsibilities
     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.

     • 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.

     Governance & Sustainability Committee	Oversight and other responsibilities
     Committee members Mr. Barrett (Chair) Mr. Baker Ms. Boudreaux Mr. Hoke Ms. Leahy Ms. Lozano Mr. Stockton Number of meetings during Fiscal 2025 5

     • 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.

     Infrastructure & Finance Committee	Oversight and other responsibilities
     Committee members	the strategic framework reviewed by the Board, including level of investment, sources of
     Mr. Knauss (Chair) Mr. Abney Mr. Bratspies Mr. Edwards Ms. Puma Mr. Rice	financing, expected returns, and post-acquisition integration and performance of acquired businesses.
     Number of meetings during Fiscal 2025
     5

     • 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

     • 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.

     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.

     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)

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,

   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

     The 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.

     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,

     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

     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.

     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.

     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 management;

   • 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].

     Item one Election of directors

     Election of 12 director nominees

     named in the 2026 Proxy Statement.

Item of business

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:

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

Mandatory retirement

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

7.3 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.

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

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

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.

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.

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 Retail industry Executive officer level experience or service on the and on-trend, differentiated merchandise at discounted experience board of directors at a large retail or consumer prices in stores and through digital channels. 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.

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.

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 Qualification as an "audit committee financial expert"

management 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.

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.

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.

Reputation management

Sustainability and governance

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.

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

⚫

⚫

⚫

⚫

Senior leadership ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Marketing / Design /

Brands

⚫

⚫

⚫

⚫

⚫

Human capital management

⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Global supply chain ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Digital tools /

Technology

⚫

⚫

⚫

⚫

Information security / Data privacy

⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Risk management ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Sustainability and governance

Self-identified gender

⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Female ⚫ ⚫ ⚫

Male ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

Self-identified race/ethnicity

Black/African American

⚫

⚫

Hispanic/Latino ⚫

White ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫

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.

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

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