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TJX (TJX) CFO reports performance and restricted stock awards with tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TJX Companies senior executive vice president and CFO John Klinger reported equity compensation-related transactions in company common stock. He acquired 23,620 shares through settlement of a performance share unit award under the Company’s Stock Incentive Plan, with 11,421 shares withheld by the Company at $155.79 per share to satisfy tax withholding obligations. He also received a restricted stock unit award covering 8,987 shares with service-based vesting; shares will be issued and delivered following vesting, and a portion may be withheld for future taxes. After these transactions, he directly holds 65,085 shares of TJX common stock.

Positive

  • None.

Negative

  • None.
Insider Klinger John
Role SEVP, CFO
Type Security Shares Price Value
Grant/Award Common Stock 23,620 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 11,421 $155.79 $1.78M
Grant/Award Common Stock 8,987 $0.00 $0.00
Holdings After Transaction: Common Stock — 74,072 shares (Direct)
Footnotes (3)
  1. F1. Shares acquired pursuant to the settlement of a performance share unit award granted under the Company's Stock Incentive Plan.
  2. F2. Shares withheld by the Company to satisfy tax withholding obligations on shares acquired on March 30, 2026 in settlement of performance share unit award, as reflected in Footnote 1.
  3. F3. Restricted stock unit award under the Company's Stock Incentive Plan with service-based vesting criteria. Shares are issued and delivered following vesting of the award. Shares may be withheld to satisfy tax withholding obligations.
Performance share units settled 23,620 shares Common stock acquired via performance share unit award settlement on March 30, 2026
Shares withheld for taxes 11,421 shares Withheld by TJX to satisfy tax obligations at $155.79 per share
Tax withholding price $155.79 per share Price used for shares withheld on March 30, 2026
Restricted stock unit award 8,987 shares Service-based vesting RSU award under Stock Incentive Plan
Shares held after transactions 65,085 shares Direct TJX common stock holdings following reported Form 4 transactions
performance share unit award financial
"Shares acquired pursuant to the settlement of a performance share unit award granted under the Company's Stock Incentive Plan."
Restricted stock unit award financial
"Restricted stock unit award under the Company's Stock Incentive Plan with service-based vesting criteria."
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
Stock Incentive Plan financial
"award granted under the Company's Stock Incentive Plan."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
tax withholding obligations financial
"Shares withheld by the Company to satisfy tax withholding obligations on shares acquired on March 30, 2026"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did TJX (TJX) CFO John Klinger report in this Form 4 filing?
He reported equity compensation transactions, including performance share units settling into shares and a new restricted stock unit award. Some shares were withheld by TJX to cover tax obligations, and his direct TJX common stock holdings are now 65,085 shares.

How many TJX (TJX) shares did the CFO acquire through performance share units?
He acquired 23,620 TJX common shares through settlement of a performance share unit award under the Company’s Stock Incentive Plan. These shares reflect previously granted performance-based compensation converting into actual stock.

Why were 11,421 TJX (TJX) shares disposed of in this insider filing?
The 11,421 shares were withheld by TJX to satisfy tax withholding obligations on the shares received from the performance share unit settlement. This F-code transaction is a tax-related disposition, not an open-market sale by the CFO.

What is the restricted stock unit award reported for TJX (TJX) CFO John Klinger?
He received a restricted stock unit award covering 8,987 shares under TJX’s Stock Incentive Plan. These units vest based on continued service, and actual shares will be issued after vesting, with some shares potentially withheld to cover future tax obligations.

How many TJX (TJX) shares does the CFO hold after these transactions?
Following the reported grant, tax withholding, and additional restricted stock unit award, John Klinger directly holds 65,085 shares of TJX common stock. This figure reflects his post-transaction ownership as shown in the Form 4 data.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Klinger John
(Last)(First)(Middle)
C/O THE TJX COMPANIES, INC.
770 COCHITUATE RD.
(Street)
FRAMINGHAM MASSACHUSETTS 01701
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TJX COMPANIES INC /DE/ [ TJX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SEVP, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/30/2026A(1)23,620A$076,506D
Common Stock03/30/2026F(2)11,421D$155.7965,085D
Common Stock03/30/2026A(3)8,987A$074,072D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares acquired pursuant to the settlement of a performance share unit award granted under the Company's Stock Incentive Plan.
2. Shares withheld by the Company to satisfy tax withholding obligations on shares acquired on March 30, 2026 in settlement of performance share unit award, as reflected in Footnote 1.
3. Restricted stock unit award under the Company's Stock Incentive Plan with service-based vesting criteria. Shares are issued and delivered following vesting of the award. Shares may be withheld to satisfy tax withholding obligations.
/s/ Erica Farrell, by Power of Attorney dated June 11, 202504/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR