tgt-20260502



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 2, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

1000 Nicollet Mall, Minneapolis, Minnesota

(Address of principal executive offices)

41-0215170

(I.R.S. Employer Identification No.)

55403

(Zip Code)

612-304-6073

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0833 per share

TGT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Total shares of common stock, par value $0.0833, outstanding at May 22, 2026, were 454,191,112.


						Table of Contents
						Index to Notes

TARGET CORPORATION

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Statements of Financial Position	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Investment	5
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

Signatures		27


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


Consolidated Statements of Operations
	Three Months Ended
(millions, except per share data) (unaudited)	May 2, 2026		May 3, 2025
Net sales	$	25,443	$	23,846
Cost of sales	18,061		17,128
Selling, general, and administrative expenses	5,562		4,591
Depreciation and amortization (exclusive of depreciation included in cost of sales)	685		655
Operating income	1,135		1,472
Net interest expense	117		116
Net other income	(15)		(26)
Earnings before income taxes	1,033		1,382
Provision for income taxes	252		346
Net earnings	$	781	$	1,036
Basic earnings per share	$	1.72	$	2.28
Diluted earnings per share	$	1.71	$	2.27
Weighted average common shares outstanding
Basic	453.8		455.0
Diluted	455.8		456.5
Antidilutive shares	1.0		2.4

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2026 Form 10-Q			1


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Comprehensive Income
	Three Months Ended
(millions) (unaudited)	May 2, 2026		May 3, 2025
Net earnings	$	781	$	1,036
Other comprehensive income / (loss), net of tax
Pension	7		—
Cash flow hedges and currency translation adjustment	(5)		(4)
Other comprehensive income / (loss)	2		(4)
Comprehensive income	$	783	$	1,032

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2026 Form 10-Q			2


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Financial Position
(millions, except footnotes) (unaudited)	May 2, 2026		January 31, 2026		May 3, 2025
Assets
Cash and cash equivalents	$	3,534	$	5,488	$	2,887
Inventory	12,317		12,304		13,048
Other current assets	2,214		2,213		1,824
Total current assets	18,065		20,005		17,759







Property and equipment, net	34,175		33,749		33,182
Operating lease assets	3,652		3,703		3,739
Other noncurrent assets	2,118		2,033		1,505
Total assets	$	58,010	$	59,490	$	56,185
Liabilities and shareholders’ investment
Accounts payable	$	12,188	$	12,622	$	11,823
Accrued and other current liabilities	6,063		6,478		6,029
Current portion of long-term debt and other borrowings	1,133		2,130		1,139
Total current liabilities	19,384		21,230		18,991
Long-term debt and other borrowings	14,282		14,326		14,334
Noncurrent operating lease liabilities	3,416		3,462		3,564
Deferred income taxes	2,438		2,265		2,338
Other noncurrent liabilities	2,095		2,042		2,011
Total noncurrent liabilities	22,231		22,095		22,247
Shareholders’ investment
Common stock	38		38		38
Additional paid-in capital	7,220		7,247		7,011
Retained earnings	9,552		9,297		8,360
Accumulated other comprehensive loss	(415)		(417)		(462)
Total shareholders’ investment	16,395		16,165		14,947
Total liabilities and shareholders’ investment	$	58,010	$	59,490	$	56,185

Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 454,177,135, 452,840,187, and 454,364,799 shares issued and outstanding as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding during any period presented.

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2026 Form 10-Q			3


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Cash Flows
	Three Months Ended
(millions) (unaudited)	May 2, 2026		May 3, 2025
Operating activities
Net earnings	$	781	$	1,036
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	813		787
Share-based compensation expense	54		69
Deferred income taxes	173		36

Noncash (gains) / losses and other, net	(42)		(4)
Changes in operating accounts:
Inventory	(13)		(308)
Other assets	(85)		146
Accounts payable	(557)		(1,344)
Accrued and other liabilities	(408)		(143)
Cash provided by operating activities	716		275
Investing activities
Expenditures for property and equipment	(1,035)		(790)


Other	2		3
Cash used in investing activities	(1,033)		(787)
Financing activities

Additions to long-term debt	—		991
Reductions of long-term debt	(1,032)		(1,534)
Dividends paid	(516)		(510)
Repurchase of stock	—		(250)

Shares withheld for taxes on share-based compensation	(89)		(60)

Cash used in financing activities	(1,637)		(1,363)
Net decrease in cash and cash equivalents	(1,954)		(1,875)
Cash and cash equivalents at beginning of period	5,488		4,762
Cash and cash equivalents at end of period	$	3,534	$	2,887
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	$	—	$	17
Leased assets obtained in exchange for new operating lease liabilities	45		70

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2026 Form 10-Q			4


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		Loss		Total
February 1, 2025	455.6	$	38	$	6,996	$	8,090	$	(458)	$	14,666
Net earnings	—	—		—		1,036		—		1,036
Other comprehensive loss	—	—		—		—		(4)		(4)
Dividends declared, $1.12 per share	—	—		—		(515)		—		(515)
Repurchase of stock	(2.2)	—		—		(251)		—		(251)

Share-based compensation	1.0	—		15		—		—		15
May 3, 2025	454.4	$	38	$	7,011	$	8,360	$	(462)	$	14,947
Net earnings	—	—		—		935		—		935
Other comprehensive loss	—	—		—		—		(6)		(6)
Dividends declared, $1.14 per share	—	—		—		(529)		—		(529)

Share-based compensation	—	—		73		—		—		73
August 2, 2025	454.4	$	38	$	7,084	$	8,766	$	(468)	$	15,420
Net earnings	—	—		—		689		—		689
Other comprehensive loss	—	—		—		—		(3)		(3)
Dividends declared, $1.14 per share	—	—		—		(526)		—		(526)
Repurchase of stock	(1.7)	—		—		(152)		—		(152)

Share-based compensation	0.1	—		73		—		—		73
November 1, 2025	452.8	$	38	$	7,157	$	8,777	$	(471)	$	15,501
Net earnings	—	—		—		1,046		—		1,046
Other comprehensive income	—	—		—		—		54		54
Dividends declared, $1.14 per share	—	—		—		(526)		—		(526)

Share-based compensation	—	—		90		—		—		90
January 31, 2026	452.8	$	38	$	7,247	$	9,297	$	(417)	$	16,165


TARGET CORPORATION						Q1 2026 Form 10-Q			5


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		Loss		Total
January 31, 2026	452.8	$	38	$	7,247	$	9,297	$	(417)	$	16,165
Net earnings	—	—		—		781		—		781
Other comprehensive income	—	—		—		—		2		2
Dividends declared, $1.14 per share	—	—		—		(526)		—		(526)


Share-based compensation	1.4	—		(27)		—		—		(27)
May 2, 2026	454.2	$	38	$	7,220	$	9,552	$	(415)	$	16,395

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2026 Form 10-Q			6


			FINANCIAL STATEMENTS			Table of Contents
			INDEX			Index to Notes


INDEX TO NOTES

Notes to Consolidated Financial Statements		8
Note 1	Accounting Policies	8
Note 2	Net Sales	9
Note 3	Interchange Fee Settlements	10
Note 4	Fair Value Measurements	10
Note 5	Supplier Finance Programs	11
Note 6	Long-Term Debt and Commercial Paper	11
Note 7	Derivative Financial Instruments	11
Note 8	Share Repurchase	12
Note 9	Pension Benefits	12
Note 10	Accumulated Other Comprehensive Loss	12
Note 11	Segment Reporting	13


TARGET CORPORATION						Q1 2026 Form 10-Q			7


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States (U.S.) generally accepted accounting principles (GAAP) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in our most recent Form 10-K.

We use the same accounting policies in preparing quarterly and annual financial statements.

We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in the U.S. The vast majority of our long-lived assets are located within the U.S.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings, and cash flows are not necessarily indicative of the results that may be expected for the full year.


TARGET CORPORATION						Q1 2026 Form 10-Q			8


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

2. Net Sales

Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably advertising revenue and credit card profit-sharing income.


Net Sales	Three Months Ended
(millions)	May 2, 2026		May 3, 2025
Apparel & accessories (a)	$	3,846	$	3,711
Beauty (b)	3,398		3,101
Food & beverage (c)	6,263		5,902
Hardlines (Fun 101) (d)	3,522		3,074
Home furnishings & décor (e)	3,239		3,220
Household essentials (f)	4,570		4,357
Other merchandise sales	56		40
Merchandise sales	24,894		23,405
Advertising revenue	246		163
Credit card profit sharing	130		141
Other	173		137
Net sales	$	25,443	$	23,846

(a)Includes apparel for women, men, young adults, kids, toddlers, and babies, as well as jewelry, accessories, and shoes.

(b)Includes skin and bath care, cosmetics, hair care, oral care, deodorant, and shaving products.

(c)Includes dry and perishable grocery, including snacks, candy, beverages, deli, bakery, meat, produce, food service (primarily Starbucks), and floral in our stores.

(d)Includes electronics, including video games and consoles, toys, trading cards, sporting goods and fan merchandise, pop culture and other entertainment, and luggage.

(e)Includes bed and bath, home décor, school/office supplies, storage, small appliances, kitchenware, greeting cards, party supplies, furniture, lighting, home improvement, and seasonal merchandise.

(f)Includes household cleaning, paper products, over-the-counter healthcare, vitamins and supplements, baby gear, and pet supplies.

Merchandise sales — We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of May 2, 2026, January 31, 2026, and May 3, 2025, the liability for estimated returns was $191 million, $155 million, and $186 million, respectively.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.


Gift Card Liability Activity	January 31, 2026		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		May 2, 2026
(millions)
Gift card liability (a)	$	1,197	$	238	$	(420)	$	1,015

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Advertising revenue — Primarily represents revenue related to certain advertising services provided via our Roundel digital advertising business offering. Roundel services are classified as either Net Sales or as a reduction of Cost of Sales or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement.


TARGET CORPORATION						Q1 2026 Form 10-Q			9


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

Credit card profit sharing — We receive payments under a credit card program agreement with TD Bank Group (TD). Under the agreement, we receive a percentage of the profits generated by the Target Circle credit card receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Circle credit card receivables, controls risk management policies, and oversees regulatory compliance.

Other — Includes commissions earned on third-party sales through our Target Plus third-party digital marketplace, Target Circle 360 membership revenue, Shipt membership and service revenues, rental income, and other miscellaneous revenues.

3. Interchange Fee Settlements

In March 2025, we entered into settlement agreements to resolve credit card interchange fee litigation matters in which we were a plaintiff. As a result of these lump-sum settlements, during the first quarter of 2025, we recorded gains within SG&A Expenses of $593 million, net of legal fees.

4. Fair Value Measurements

Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.


Financial Instruments Measured On a Recurring Basis			Fair Value
(millions)	Classification	Measurement Level	May 2, 2026		January 31, 2026		May 3, 2025
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	2,544	$	4,611	$	1,975
Prepaid forward contracts	Other Current Assets	Level 1	22		18		17



Liabilities
Interest rate swaps	Other Current Liabilities	Level 2	—		1		3
Interest rate swaps	Other Noncurrent Liabilities	Level 2	65		54		65


Significant Financial Instruments Not Measured at Fair Value (a) (millions)	May 2, 2026				January 31, 2026				May 3, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	13,402	$	12,635	$	14,398	$	13,732	$	13,398	$	12,377

(a)The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b)The fair value of long-term debt is estimated using Level 2 inputs based on quoted prices for the instruments. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates. These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.


TARGET CORPORATION						Q1 2026 Form 10-Q			10


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

5. Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to elect to receive early payment of our payment obligations from the financial institutions at a discounted amount. A vendor’s election to receive early payment does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $2.8 billion, $3.0 billion, and $3.3 billion as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position. These outstanding vendor obligations do not represent actual early payments made under supplier finance programs, which have historically been lower.

6. Long-Term Debt and Commercial Paper

Our unsecured long-term debt repayments during the three months ended May 2, 2026, were as follows:

Debt Repayments

(dollars in millions)

Repayment Date

Maturity Date

Principal Amount

Interest Rate (Fixed)

April 2026

1,000

2.50

We obtain short-term financing from time to time under our commercial paper program. There was no commercial paper outstanding at any time during the three months ended May 2, 2026, or May 3, 2025.

7. Derivative Financial Instruments

Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 4 to the Consolidated Financial Statements provides the fair value and classification of these instruments.

We were party to interest rate swaps with notional amounts totaling $2.45 billion as of May 2, 2026, and $2.20 billion as of January 31, 2026, and May 3, 2025. We pay a floating rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three months ended May 2, 2026, and May 3, 2025.


Effect of Hedges on Debt (millions)	May 2, 2026		January 31, 2026		May 3, 2025



Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,376	$	2,139	$	2,126
Cumulative hedging adjustments, included in carrying amount	(65)		(55)		(68)


Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	May 2, 2026		May 3, 2025


Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges	$	(10)	$	57
Hedged debt	10		(57)
Gain on cash flow hedges recognized in Net Interest Expense	6		6
Total	$	6	$	6


TARGET CORPORATION						Q1 2026 Form 10-Q			11

SEC Form 10-Q filed by Target Corporation