Target SEC Filings

Target Corporation reported that it expects fourth-quarter 2025 sales, full-year GAAP earnings per share, and full-year Adjusted earnings per share to be in line with its previously issued guidance. This indicates performance tracking to management’s earlier outlook rather than a major upside or downside surprise.

Under new CEO Michael Fiddelke, Target is also restructuring its senior leadership to support its growth strategy. Effective February 15, Cara Sylvester becomes chief merchandising officer, focusing on style, design, and merchandising capabilities, while Lisa Roath becomes chief operating officer, concentrating on operational speed, efficiency, and the shopping experience. At the same time, chief commercial officer Rick Gomez will depart and Jill Sando, chief merchandising officer for apparel and accessories, home and hardlines, will retire, both remaining briefly to support the transition. Target plans an external search for a new chief guest experience and marketing officer.

Target Corporation announced senior leadership changes. Effective February 15, 2026, longtime executive Lisa Roath will become Executive Vice President and Chief Operating Officer, with an annual base salary of $775,000. She will remain eligible for leadership-level bonuses, stock-based awards under the 2020 Long-Term Incentive Plan, and standard executive benefits.

Also effective February 15, 2026, Rick Gomez will step down as Executive Vice President and Chief Commercial Officer and move into an advisor role as a non-executive officer until April 17, 2026. During this transition, he will keep his current base salary and target bonus opportunity. He is expected to depart on April 17, 2026 under circumstances that qualify him for severance under Target’s Income Continuation Plan and partial vesting of his long-term incentive awards.

Target Corporation detailed compensation changes tied to its leadership transition. Michael J. Fiddelke became Chief Executive Officer and a Board member effective February 1, 2026. His package includes a $1.30 million annual base salary, a cash incentive target of 200% of base salary, and stock-based awards under the 2020 Long-Term Incentive Plan with a target payout value of $12.1 million, expected to be granted in March 2026. He remains an at-will employee and eligible for leadership benefits, including the Income Continuation Plan.

Brian C. Cornell stepped down as Chief Executive Officer and continues as Executive Chair of the Board. Under a February 2, 2026 letter agreement, he will receive a $1.12 million base salary, be eligible for a fiscal 2026 cash incentive with a 200% target, and receive $6.0 million in restricted stock units in March 2026. His prior equity awards continue to vest, he is no longer entitled to severance under the Income Continuation Plan, and he is anticipated to serve as executive chair or special advisor until March 13, 2027.

Target Corporation is adding two seasoned retail and design leaders to its board of directors. The board elected John R. Hoke III, age 61, as a director effective March 1, 2026, and appointed him to the Compensation & Human Capital Management Committee and the Governance & Sustainability Committee. Hoke is the former Chief Innovation Officer and earlier Chief Design Officer at NIKE, Inc. and also serves on the board of MillerKnoll, Inc.

The board also elected Stephen B. Bratspies, age 58, as a director effective April 1, 2026, and appointed him to the Audit & Risk Committee and the Infrastructure & Finance Committee. Bratspies is the former Chief Executive Officer and director of HanesBrands Inc. and previously served as Chief Merchandising Officer and in other leadership roles at Walmart Inc. Both new directors will receive Target’s standard compensation for non‑employee directors, and the filing states there are no selection arrangements or related person transactions with either individual.

Target Corporation reported softer results for the quarter ended November 1, 2025. GAAP diluted EPS was $1.51, down from $1.85 a year ago, while Adjusted EPS was $1.78. Net sales were $25.3 billion, a 1.5% decline, as comparable sales fell 2.7%, driven by a 2.2% drop in traffic and a slightly lower average ticket. Operating income was $0.9 billion, down 18.9%, with the quarter including $161 million of business transformation costs, mainly $115 million of headquarters severance and $46 million of asset-related charges.

Year-to-date net earnings were $2.66 billion versus $2.99 billion in 2024, and after-tax ROIC declined to 13.4% from 15.9%. Gross margin rate edged down to 28.2%, pressured by higher markdowns, partly offset by lower inventory shrink and growth in advertising and other revenues. Target maintained strong liquidity with $3.8 billion in cash and cash equivalents, invested $2.8 billion in capital expenditures, repurchased $403 million of stock, and paid $1.5 billion in dividends over the first nine months of 2025.

Target Corporation filed a Form 8-K to announce that it has released its financial results for the three months ended November 1, 2025. On November 19, 2025, the company issued a news release describing its results and overall financial condition for this period. The full news release is included as Exhibit 99 to this report, and the cover page data is provided in inline XBRL format as Exhibit 104.

Target Corporation (TGT) insider filed a Form 4 reporting a tax withholding transaction tied to equity vesting. On 10/31/2025, 760 shares of common stock were withheld under code F at $92.28 to satisfy taxes on the vesting of restricted stock units under the 2020 Long‑Term Incentive Plan.

After this transaction, the reporting person beneficially owned 20,318 shares directly. The filing notes dividend equivalents on RSUs and performance-based RSUs have been reinvested since the prior filing.

The Vanguard Group filed Amendment No. 13 to Schedule 13G reporting its beneficial ownership in Target Corp common stock. Vanguard reported 57,924,543 shares, representing 12.74% of the class as of September 30, 2025.

Vanguard reported sole voting power: 0 and shared voting power: 2,740,246 shares. It also reported sole dispositive power: 53,436,252 shares and shared dispositive power: 4,488,291 shares. Filed as an investment adviser under Rule 13d-1(b), Vanguard certified the holdings were acquired and are held in the ordinary course and not to change or influence control.

Target Corporation entered into a new 364-day revolving credit agreement providing up to $1.0 billion in committed borrowing capacity, replacing its prior 364-day facility. The new agreement, dated October 9, 2025, runs until October 8, 2026 and includes an option to increase the total commitments by up to an additional $500 million.

Borrowings will bear interest at either a base rate or term SOFR, in each case plus a margin that depends on the type of loan and Target’s debt ratings. Target may elect to convert any outstanding borrowings at the October 8, 2026 termination date into term loans due one year later. The facility includes customary representations, covenants such as a leverage ratio test for Target and its subsidiaries, and standard events of default under which the lenders can terminate commitments and demand immediate repayment.