Target Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2025
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Item 8.01 Other Events.
On June 10, 2025, Target Corporation (“Target”) closed the sale of $500 million aggregate principal amount of its 4.350% Notes due 2028 (the “2028 Notes”) and $500 million aggregate principal amount of its 5.250% Notes due 2036 (the “2036 Notes,” and together with the 2028 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated June 5, 2025 (the “Underwriting Agreement”), among Target and Barclays Capital Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule II therein.
The offer and sale of the Notes was registered pursuant to Target’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-275713), filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 22, 2023. Target has filed with the SEC a prospectus supplement, dated June 5, 2025, together with the accompanying prospectus, dated November 22, 2023, relating to the offer and sale of the Notes.
The Notes were issued pursuant to an Indenture dated as of August 4, 2000 between Target and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 1, 2007 between Target and the Trustee (as so supplemented, the “Indenture”).
The foregoing description of the Notes and related agreements is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, and the forms of Notes. The Underwriting Agreement, the form of 2028 Note, and the form of 2036 Note are filed herewith as Exhibits 1.1, 4.1, and 4.2, respectively, and are incorporated by reference into the Registration Statement. The Indenture has been filed as Exhibits 4.4 and 4.5 to the Registration Statement. An opinion regarding the validity of the Notes and the related consent thereto are filed herewith as Exhibits 5.1 and 23.1, respectively, and are incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
| 1.1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TARGET CORPORATION | ||||||||
| Date: June 10, 2025 | By: | /s/ David L. Donlin | ||||||
| Name: David L. Donlin | ||||||||
| Title: Vice President, Corporate Secretary and Interim General Counsel | ||||||||