On September 22, 2025, Target Corporation (NYSE: TGT) issued a press release cautioning its shareholders regarding an unsolicited mini-tender offer from TRC Capital Corporation. The offer aims to purchase up to 1,500,000 shares of Target's common stock at a price of $89.00 per share, which represents approximately 0.33% of the company's outstanding shares.

2. Understanding Mini-Tender Offers

Target emphasized that it is not affiliated with TRC Capital and does not endorse this mini-tender offer. Mini-tender offers are often controversial since they involve the purchase of less than five percent of a company's outstanding shares. This size allows bidders to circumvent many investor protections mandated by U.S. securities laws, including disclosure and procedural requirements that typically accompany larger tender offers.

The U.S. Securities and Exchange Commission (SEC) has previously warned investors about the potential pitfalls of mini-tender offers. The SEC has noted that some bidders may propose offers at below-market prices, taking advantage of investors who may not be fully aware of current market valuations.

3. Target's Advice to Shareholders

In light of this unsolicited offer, Target is encouraging its shareholders to take a cautious approach. The company advises shareholders to:

Obtain current market quotations for their shares.

Consult with their brokers or financial advisors.

Carefully review the terms and conditions of TRC Capital's offer.

Target has also highlighted that the mini-tender offer is set to expire at one minute after 11:59 p.m. Eastern Time on October 6, 2025, urging shareholders to be mindful of this deadline.

4. SEC Warnings and Recommendations

Target's press release further points out the SEC's guidance regarding mini-tender offers. Investors are advised to be vigilant and conduct thorough research before considering participation in such offers. The SEC has provided investor tips on its website to help navigate the complexities and risks associated with mini-tender proposals.

Additionally, Target encourages brokers and dealers, as well as other market participants, to familiarize themselves with the SEC's recommendations about the dissemination and disclosure of mini-tender offers.

5. About Target Corporation

Based in Minneapolis, Target Corporation operates nearly 2,000 stores across the United States and offers online shopping at Target.com. The company's mission is to help families discover the joy of everyday life, and it has a longstanding commitment to community involvement by donating 5% of its profits to charitable initiatives, which equates to millions of dollars each week.

For more information on the company, investors and interested parties can visit Target's corporate website and press center.

In conclusion, while TRC Capital's mini-tender offer presents an opportunity for some shareholders, Target Corporation's cautionary stance reflects a commitment to protecting its investors and ensuring they are informed of the potential risks involved.

Original press release