STOCK TITAN

TJX Companies (NYSE: TJX) director adds 802 shares and new deferred stock units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TJX Companies director David T. Ching increased his equity-based holdings through deferred stock activity and an option-like conversion. On June 9, 2026, he exercised derivative rights to acquire 802 shares of Common Stock, bringing his direct Common Stock holdings to 11,125 shares.

He also received several Deferred Stock Unit awards under the company’s Stock Incentive Plan, including annual and additional deferred share awards and related dividend-equivalent grants. Footnotes state that some awards have a grant date fair value of $105,000 and will be delivered after he leaves the Board or upon vesting, providing long-term, stock-based compensation rather than immediate cash or open-market trading.

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Insights

Routine director equity awards and unit conversions with no open-market trading.

The transactions show David T. Ching, a director of TJX Companies, acquiring equity through plan-based mechanisms. He exercised derivative rights to receive 802 shares of Common Stock, lifting his direct holdings to 11,125 shares, and gained additional Deferred Stock Units.

The Form 4 lists multiple awards of Deferred Stock Units tied to the Stock Incentive Plan, including annual and additional awards plus dividend-equivalent units. Footnotes highlight grant date fair values of $105,000 for certain awards and specify delivery after Board service ends or upon vesting events.

Because there are no open-market purchases or sales, these actions primarily reflect standard director compensation and long-term alignment rather than a directional trading signal. Future company filings may further detail subsequent vesting or delivery of these deferred shares.

Insider CHING DAVID T
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units 636.87 $0.00 $0.00
Grant/Award Deferred Stock Units 681.01 $0.00 $0.00
Grant/Award Deferred Stock Units 636.87 $0.00 $0.00
Grant/Award Deferred Stock Units 102.12 $0.00 $0.00
Exercise Deferred Stock Units 802 $0.00 $0.00
Exercise Common Stock 802 $0.00 $0.00
Holdings After Transaction: Deferred Stock Units — 74,824.32 shares (Direct); Common Stock — 11,125 shares (Direct)
Footnotes (5)
  1. F1. Receipt of shares from an additional deferred share award granted on June 10, 2025 (and corresponding disposition of such award) in accordance with the terms of the Stock Incentive Plan. Includes an amount equal to the aggregate dividends for which there has been a record date since June 10, 2025.
  2. F2. Constitutes an annual award of deferred shares under the Stock Incentive Plan having a grant date fair value of $105,000. Shares will be delivered following the Director's departure from the Board, under and subject to the terms of the Plan.
  3. F3. Constitutes an award of deferred shares under the Stock Incentive Plan having a grant date fair value equal to the aggregate dividends on any previously granted annual award of deferred shares under the Plan for which there has been a record date since June 10, 2025. Deferred shares will be delivered at the same time the shares subject to the annual award are delivered, under and subject to the terms of the Plan.
  4. F4. Constitutes an additional award of deferred shares under the Stock Incentive Plan having a grant date fair value of $105,000. Shares vest on the date immediately preceding the date of the Company's annual meeting of shareholders next succeeding the award grant date, provided that the recipient is still a Director on that date or, to the extent provided by the terms of the award document, in connection with an earlier Change of Control. Vested shares will be delivered following vesting or following the Director's departure from the Board, in accordance with the Director's advance irrevocable election, if any, under and subject to the terms of the Plan.
  5. F5. Constitutes an award of deferred shares under the Stock Incentive Plan having a value equal to the aggregate dividends on any previously granted additional award of deferred shares under the Plan, which have not yet been delivered to the Director, and for which there has been a record date since June 10, 2025. Deferred shares will be delivered at the same time the shares subject to the applicable additional award are delivered, under and subject to the terms of the Plan.
Common shares acquired 802 shares Derivative exercise on June 9, 2026
Common shares held after 11,125 shares Post-transaction direct ownership
Deferred Stock Units converted 802 units Converted into Common Stock on June 9, 2026
Deferred Stock Unit grant 102.12 units Award under Stock Incentive Plan
Deferred Stock Unit grant 636.87 units Award under Stock Incentive Plan
Deferred Stock Unit grant 681.01 units Additional deferred share award
Annual deferred share award value $105,000 Grant date fair value per annual award (footnote)
Additional deferred share award value $105,000 Grant date fair value per additional award (footnote)
Deferred Stock Units financial
"The filing lists multiple transactions in Deferred Stock Units with derivative codes."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Stock Incentive Plan financial
"Footnotes describe awards granted in accordance with the terms of the 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.
grant date fair value financial
"Footnotes note a grant date fair value of $105,000 for certain deferred share awards."
The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.
Change of Control financial
"One footnote references vesting terms that may accelerate in connection with an earlier Change of Control."
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
annual award of deferred shares financial
"The footnotes refer to a previously granted annual award of deferred shares under the Plan."
dividends on any previously granted annual award financial
"Footnotes describe awards with value equal to aggregate dividends on previously granted deferred share awards."

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FAQ

What did TJX (TJX) director David T. Ching report in this Form 4?

Director David T. Ching reported acquiring equity-based interests, including 802 shares of TJX Common Stock from a derivative exercise and several Deferred Stock Unit awards granted under the company’s Stock Incentive Plan, all reflecting long-term stock-based compensation rather than open-market trading activity.

Did David T. Ching buy or sell TJX (TJX) shares on the open market?

No open-market buys or sells were reported. The Form 4 shows a derivative exercise that delivered 802 Common Stock shares and multiple Deferred Stock Unit grants, all at a reported price of $0.0000 per unit, as part of TJX’s Stock Incentive Plan for directors.

How many TJX (TJX) Common Stock shares does David T. Ching hold after these transactions?

After the June 9, 2026 activity, David T. Ching directly holds 11,125 shares of TJX Common Stock. This total reflects the receipt of 802 shares from exercising derivative rights, as disclosed in the Form 4’s non-derivative transaction table and related summary data.

What are the key details of the Deferred Stock Unit awards reported by TJX (TJX)?

The filing shows several Deferred Stock Unit awards under the Stock Incentive Plan. Footnotes describe annual and additional deferred share awards with grant date fair values of $105,000 and separate dividend-equivalent awards, all scheduled for delivery after Board departure or vesting, under plan terms.

How are dividends reflected in David T. Ching’s TJX (TJX) Deferred Stock Units?

Footnotes explain that certain Deferred Stock Unit awards equal aggregate dividends on prior deferred share awards that had record dates since June 10, 2025. These dividend-equivalent units will be delivered at the same time as the related annual or additional deferred share awards.

When will David T. Ching receive the TJX (TJX) deferred shares reported in this filing?

The footnotes state that some deferred shares will be delivered following his departure from the Board, while others vest immediately before the next annual shareholder meeting, with delivery after vesting or after departure, in line with the Stock Incentive Plan and any advance elections.
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*
CHING DAVID T

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026
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 Stock06/09/2026M(1)802A$0(1)11,125D
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
Deferred Stock Units$006/09/2026A636.87 (2) (2)Common Stock636.87$064,612.59D
Deferred Stock Units$006/09/2026A681.01 (3) (3)Common Stock681.01$065,293.6D
Deferred Stock Units$006/09/2026A636.87 (4) (4)Common Stock636.87$010,230.6D
Deferred Stock Units$006/09/2026A102.12 (5) (5)Common Stock102.12$010,332.72D
Deferred Stock Units$006/09/2026M802 (1) (1)Common Stock802$09,530.72D
Explanation of Responses:
1. Receipt of shares from an additional deferred share award granted on June 10, 2025 (and corresponding disposition of such award) in accordance with the terms of the Stock Incentive Plan. Includes an amount equal to the aggregate dividends for which there has been a record date since June 10, 2025.
2. Constitutes an annual award of deferred shares under the Stock Incentive Plan having a grant date fair value of $105,000. Shares will be delivered following the Director's departure from the Board, under and subject to the terms of the Plan.
3. Constitutes an award of deferred shares under the Stock Incentive Plan having a grant date fair value equal to the aggregate dividends on any previously granted annual award of deferred shares under the Plan for which there has been a record date since June 10, 2025. Deferred shares will be delivered at the same time the shares subject to the annual award are delivered, under and subject to the terms of the Plan.
4. Constitutes an additional award of deferred shares under the Stock Incentive Plan having a grant date fair value of $105,000. Shares vest on the date immediately preceding the date of the Company's annual meeting of shareholders next succeeding the award grant date, provided that the recipient is still a Director on that date or, to the extent provided by the terms of the award document, in connection with an earlier Change of Control. Vested shares will be delivered following vesting or following the Director's departure from the Board, in accordance with the Director's advance irrevocable election, if any, under and subject to the terms of the Plan.
5. Constitutes an award of deferred shares under the Stock Incentive Plan having a value equal to the aggregate dividends on any previously granted additional award of deferred shares under the Plan, which have not yet been delivered to the Director, and for which there has been a record date since June 10, 2025. Deferred shares will be delivered at the same time the shares subject to the applicable additional award are delivered, under and subject to the terms of the Plan.
/s/ Erica Farrell, by Power of Attorney dated June 11, 202506/11/2026
** 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)