TARGET CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

TARGET CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2025 Proxy Statement &

Notice of Annual Meeting

of Shareholders

Wednesday, June 11, 2025 at 12:00 p.m. Central Daylight Time

Online atvirtualshareholdermeeting.com/TGT2025

Notice of meeting and proxy

summary

This Meeting Notice & Proxy Summary highlights information described in other parts of this 2025 Proxy Statement and does not

contain all information you should consider in voting. Please read the entire 2025 Proxy Statement carefully before voting.

For the meaning of capitalized terms or acronyms used in the 2025 Proxy Statement, please see Appendix A “Commonly used or

defined terms” beginning on page 81.

To our shareholders,

You are invited to attend Target Corporation’s 2025 Annual Meeting to be held as follows:

Items of business

In addition, at the 2025 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 2025 Annual Meeting” beginning on page 74 for more information. Following

the formal business of the 2025 Annual Meeting, our Chair & Chief Executive Officer will provide prepared remarks, followed by a

question and answer session.

Proxy solicitation

The Board is soliciting proxies for the 2025 Annual Meeting and any adjournment or postponement of the 2025 Annual Meeting.

Any proxy may be revoked at any time prior to its exercise at the 2025 Annual Meeting.

Notice of meeting and proxy summary

Voting

You may vote if you held shares of Target common stock as of the record date (April 14, 2025). 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

2025 Proxy Statement carefully and to vote in accordance with the recommendations of the Board.

Advance voting

If voting in advance of the 2025 Annual Meeting, you may do so as follows:

(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 sendmaterial@proxyvote.com. 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 2025 Annual Meeting

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 2025 Annual

Meeting, and may not be voted by a participant at the 2025 Annual Meeting.

We encourage you to review the “Questions and answers about the 2025 Annual Meeting” beginning on page 74 for answers to

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

Thank you for your continued support.

Sincerely,

Your vote is important. Thank you forvoting.

Table of contents