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Targa Resources Corp.

For the period ended May 21, 2026. Filed Mar 26, 2026.

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May 21, 2026 · Filed Mar 26, 2026

TRGP$264.59-2.7%Stored close · as of Nov 6, 2026
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APPENDIX A

Non-GAAP Financial Measures

This proxy statement includes the Company’s non-GAAP financial measures: Adjusted EBITDA and adjusted cash flow from operations. The Company utilizes non-GAAP measures to analyze the Company’s performance. The GAAP measures most directly comparable to these non-GAAP measures are income (loss) from operations, Net income (loss) attributable to Targa Resources Corp. and segment operating margin. These non-GAAP measures should not be considered as an alternative to GAAP measures and have important limitations as analytical tools. Investors should not consider these measures in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Additionally, because the Company’s non-GAAP measures exclude some, but not all, items that affect income and segment operating margin, and are defined differently by different companies within the Company’s industry, the Company’s definitions may not be comparable with similarly titled measures of other companies, thereby diminishing their utility. Management compensates for the limitations of the Company’s non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these insights into the Company’s decision-making processes.

Adjusted EBITDA

The Company defines adjusted EBITDA as Net income (loss) attributable to Targa Resources Corp. before interest, income taxes, depreciation and amortization, and other items that the Company believes should be adjusted consistent with the Company’s core operating performance. The adjusting items are detailed in the adjusted EBITDA reconciliation table and its footnotes. Adjusted EBITDA is used as a supplemental financial measure by the Company and by external users of the Company’s financial statements such as investors, commercial banks and others to measure the ability of the Company’s assets to generate cash sufficient to pay interest costs, support the Company’s indebtedness and pay dividends to the Company’s investors.

Adjusted Cash Flow from Operations

The Company defines adjusted cash flow from operations as adjusted EBITDA less cash interest expense on debt obligations and cash tax (expense) benefit. Adjusted cash flow from operations is a performance measure used by the Company and by external users of the Company’s financial statements, such as investors, commercial banks and research analysts, to assess the Company’s ability to generate cash earnings (after servicing the Company’s debt and funding capital expenditures) to be used for corporate purposes, such as payment of dividends, retirement of debt or redemption of other financing arrangements.

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Reconciliation

The following tables reconcile the non-GAAP financial measures used by management to the most directly comparable GAAP measures for the periods indicated.

Year Ended December 31,
202520242023202220212020
(In millions)
Reconciliation of Netincome (loss) attributableto Targa Resources Corp.to Adjusted EBITDA andAdjusted Cash Flow fromOperations
Net income (loss)attributable to TargaResources Corp.$1,923.0$1,312.0$1,345.9$1,195.5$71.2$(1,553.9)
Income attributable toTRP preferred limitedpartners—————15.1
Interest (income)expense, net (1)852.8767.2687.8446.1387.9391.3
Income tax expense(benefit)529.7384.5363.2131.814.8(248.1)
Depreciation andamortization expense1,515.31,423.01,329.61,096.0870.6865.1
Impairment of long-livedassets————452.32,442.8
(Gain) loss on sale ordisposition of businessand assets(6.1)(3.1)(5.3)(9.6)2.058.4
Write-down of assets18.86.26.99.810.355.6
(Gain) loss from financingactivities (2)2.40.82.149.616.6(45.6)
(Gain) loss from sale ofequity-method investment———(435.9)——
Transaction costs relatedto business acquisition (3)———23.9——
Equity (earnings) loss(11.8)(9.4)(9.0)(9.1)23.9(72.6)
Distributions fromunconsolidated affiliates28.525.318.627.2116.5108.6
Change in contingentconsiderations————0.1(0.3)
Compensation on equitygrants69.563.262.457.559.266.2
Risk managementactivities5.3164.6(275.4)302.5116.0(228.2)
Severance and related benefits—————6.5
Noncontrolling interestsadjustments (4)11.43.9(3.7)15.8(89.4)(224.3)
Litigation and environmental reserves (5)18.64.16.9———
Adjusted EBITDA$4,957.4$4,142.3$3,530.0$2,901.1$2,052.0$1,636.6
Interest expense on debtobligations (6)(835.4)(752.4)(675.8)(447.6)(376.2)(388.9)
Cash tax (expense) benefit(13.1)(17.5)(13.6)(6.7)(2.7)44.4
Adjusted Cash Flowfrom Operations$4,108.9$3,372.4$2,840.6$2,446.8$1,673.1$1,292.1
Common shares outstanding (period end)214.7217.8222.6226.0228.2228.1
Adjusted CFFO per share$19.14$15.49$12.76$10.82$7.33$5.67

(1)

Includes the change in estimated redemption value of the mandatorily redeemable preferred interests. Effective September 2022, we redeemed the Company’s joint venture partner's mandatorily redeemable preferred interests in the two joint ventures that, separately, owned a 100% interest in the WestOK natural gas gathering and processing system and a 72.8% undivided interest in the WestTX natural gas gathering and processing system.

(2)

Gains or losses on debt repurchases or early debt extinguishments.

(3)

Includes financial advisory, legal and other professional fees, and other one-time transaction costs.

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(4)

Represents adjustments related to the Company’s subsidiaries with noncontrolling interests, including depreciation and amortization expense as well as earnings for certain plants within the Company's WestTX joint venture not subject to noncontrolling interest accounting.

(5)

Litigation and environmental reserves includes charges related to specific litigation and environmental compliance matters that are nonrecurring in nature and outside the ordinary course of our business and/or not reflective of our ongoing core operations. We may incur such charges from time to time, and we believe it is useful to exclude these charges as we do not consider them reflective of our ongoing core operations.

(6)

Excludes amortization recognized in interest expense. The year ended December 31, 2024 includes $55.8 million of interest expense on a 2024 legal ruling.

Full Year2026E
Reconciliation of Estimated Net Income attributable toTarga Resources Corp. to Estimated Adjusted EBITDA · (in millions)
Net income (loss) attributable to Targa Resources Corp.$2,200.0
Interest (income) expense, net960.0
Income tax expense (benefit)610.0
Depreciation and amortization expense1,650.0
Equity (earnings) loss(30.0)
Distributions from unconsolidated affiliate32.0
Compensation on equity grants75.0
Risk management and other10.0
Noncontrolling interests adjustments (1)(7.0)
Estimated Adjusted EBITDA5,500.0

(1)

Represents adjustments related to the Company’s subsidiaries with noncontrolling interests, including depreciation and amortization expense as well as earnings for certain plants within Targa’s WestTX joint venture not subject to noncontrolling interest accounting.

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TARGA PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or telephone. Vote Your Proxy on the Internet: Go to www.AALvote.com/TRGP Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. As a stockholder of Targa Resources Corp., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic or telephonic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time, on May 20, 2026. CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. TARGA RESOURCES CORP. 2026 ANNUAL MEETING OF STOCKHOLDERS MAY 21, 2026 AT 8:00 A.M. CENTRAL TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TARGA RESOURCES CORP. The stockholder(s) hereby appoint(s) Jennifer R. Kneale and Gerald R. Shrader, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Targa Resources Corp., that the stockholder(s) is/are entitled to vote at the 2026 Annual Meeting of Stockholders to be held at 811 Louisiana Street, Suite 2100, Houston, TX 77002 at 8:00 a.m. CT on May 21, 2026, and any adjournment or postponement thereof. Please check here if you plan to attend the 2026 Annual Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. If any other matters come properly before the meeting, the persons named in this proxy will vote in their discretion pursuant to Rule 14a-4(c) of the Securities Exchange Act of 1934. Signature Date Title Signature (Joint Owners) NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person. CONTROL NUMBER Address Change: (If you noted any Address Changes above, please mark box.)

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on May 21, 2026: The Notice and Proxy Statement and Annual Report are available at: web.viewproxy.com/TARGA/2026 PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. When properly executed, your proxy card/voting instruction form will be voted in the manner you direct. If you do not specify your choices, your shares will be voted FOR each of the nominees listed in Proposal No. 1 and FOR Proposals No. 2 and 3. The Board of Directors recommends a vote FOR each of the nominees listed in Proposal No. 1. Proposal 1. To elect the four Class I Directors named in the proxy statement, each to serve until the 2029 annual meeting of stockholders. Please mark your votes like this NOMINEES: FOR AGAINST ABSTAIN (1a) Paul W. Chung (1b) Charles R. Crisp (1c) Laura C. Fulton (1d) R. Keith Teague The Board of Directors recommends a vote FOR each of Proposals No. 2 and 3. Proposal 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026. FOR AGAINST ABSTAIN Proposal 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. FOR AGAINST ABSTAIN

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