TARGET CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

TARGET CORPORATION

(Name of Registrant as Specified In Its Charter)

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

2026 Proxy Statement &

Notice of Annual Meeting

of Shareholders

Wednesday, June 10, 2026 at 12:00 p.m. Central Daylight Time

Online atvirtualshareholdermeeting.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

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

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.

Notice of meeting and proxy summary

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:

(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

visitingwww.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 2026 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 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

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,

Your vote is important. Thank you for voting.