TJX Companies insider withholds shares to cover RSU tax bill

The TJX Companies, Inc. reported a routine insider transaction by its Executive Chairman, who is also a director.

Accepted by SEC EDGAR 12/11/2025 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

The TJX Companies, Inc. reported a routine insider transaction by its Executive Chairman, who is also a director. On December 9, 2025, a total of 671 shares of common stock were disposed of in two transactions coded "F" at a price of $153.68 per share. These transactions represent shares withheld from restricted stock unit awards to cover FICA and related income tax obligations for an executive eligible for retirement vesting under the company’s Stock Incentive Plan.

Following these tax-related withholdings, the insider beneficially owns 212,980 shares of TJX common stock in direct ownership form, indicating that the transaction reflects administrative tax settlement rather than an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 671 shares

Exercise Price or Tax Liability 2 txns

Insider MEYROWITZ CAROL

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	380	$153.68	$58K
Exercise Price or Tax Liability	Common Stock	291	$153.68	$45K

Holdings After Transaction: Common Stock — 212,980 shares (Direct)

Footnotes (1)

1. F1. Reflects shares withheld from restricted stock unit awards to cover FICA and related income tax obligations for executives eligible for retirement vesting under the terms of the Company's Stock Incentive Plan.

FAQ

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What insider transaction did TJX (TJX) report in this Form 4?

TJX reported that its Executive Chairman, who is also a director, had a total of 671 shares of common stock withheld on December 9, 2025 to satisfy tax obligations tied to restricted stock unit awards.

At what price were the TJX (TJX) shares valued for this tax withholding?

The shares withheld from the Executive Chairman’s restricted stock unit awards were valued at $153.68 per share for the tax-related transactions.

How many TJX (TJX) shares does the insider own after the reported transaction?

After the tax-related share withholdings, the Executive Chairman beneficially owns 212,980 shares of TJX common stock in direct ownership form.

What does transaction code "F" mean in this TJX (TJX) Form 4?

In this Form 4, transaction code "F" indicates that the shares were withheld by the issuer to cover tax obligations arising from the vesting of restricted stock unit awards.

Was this TJX (TJX) insider transaction an open-market sale?

No. The filing explains that the shares were withheld from restricted stock unit awards to cover FICA and related income tax obligations, not sold in an open-market transaction.

What plan governs the TJX (TJX) restricted stock unit tax withholding?

The tax withholding relates to restricted stock unit awards under the company’s Stock Incentive Plan for executives eligible for retirement vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED 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^*

MEYROWITZ CAROL

(Last) (First) (Middle)

C/O THE TJX COMPANIES, INC.

770 COCHITUATE ROAD

(Street)

FRAMINGHAM MA 01701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TJX COMPANIES INC /DE/ [ TJX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/09/2025		F(1)		380	D	$153.68	213,271	D
Common Stock	12/09/2025		F(1)		291	D	$153.68	212,980	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares withheld from restricted stock unit awards to cover FICA and related income tax obligations for executives eligible for retirement vesting under the terms of the Company's Stock Incentive Plan.

	/s/ Erica Farrell, by Power of Attorney dated June 11, 2025	12/11/2025
	** Signature of Reporting Person	Date
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.
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