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TJX Companies (TJX) executive reports RSU tax withholding, holds 254,475 shares

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

TJX Companies, Inc. (TJX) reported a routine insider transaction by a senior executive serving as SEVP - Group President. On 12/09/2025, a total of 403 shares of TJX common stock (228 shares and 175 shares in two separate entries) were withheld at a price of $153.68 per share. The transaction code "F" indicates these shares were withheld to satisfy FICA and related income tax obligations tied to restricted stock unit awards under the company’s Stock Incentive Plan.

After these tax withholdings, the executive directly beneficially owned 254,475 shares of TJX common stock. The filing is made on Form 4 by one reporting person and reflects standard equity-based compensation and tax settlement activity rather than an open-market purchase or sale.

Positive

  • None.

Negative

  • None.
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*
Mizzi Douglas W.

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SEVP - Group President
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) 228 D $153.68 254,650 D
Common Stock 12/09/2025 F(1) 175 D $153.68 254,475 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.
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.

FAQ

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

The Form 4 reports that a TJX SEVP - Group President had 403 shares of TJX common stock withheld (228 shares and 175 shares) on 12/09/2025 in connection with restricted stock unit awards.

Why were TJX shares withheld from the executive on 12/09/2025?

The filing explains that the withheld shares reflect stock withheld from restricted stock unit awards to cover FICA and related income tax obligations for an executive eligible for retirement vesting under TJX’s Stock Incentive Plan.

What transaction code is used in this TJX (TJX) Form 4 and what does it mean?

The Form 4 uses transaction code "F", which in this context indicates shares of common stock were withheld to satisfy tax obligations arising from equity awards, rather than bought or sold on the open market.

How many TJX shares does the reporting person own after the reported transaction?

Following the reported tax-withholding transactions, the executive directly beneficially owned 254,475 shares of TJX common stock.

Is the insider transaction in TJX stock a direct or indirect holding?

The Form 4 shows that, after the transaction, the reporting person’s 254,475 shares of TJX common stock are held with direct (D) ownership.

Does this TJX Form 4 involve derivative securities like options or warrants?

The Table II section for derivative securities is present but shows no specific derivative transactions; the detailed activity disclosed relates to non-derivative common stock used to cover tax obligations.

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173.39B
1.11B
0.11%
93.21%
1.32%
Apparel Retail
Retail-family Clothing Stores
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United States
FRAMINGHAM