TJX Companies (TJX) 10-K risk factor changes: FY2026 vs FY2025

Key elements of our off-price business strategy, including opportunistic buying, operating with relatively lean inventory [removed: levels and] [added: levels,] frequent inventory [removed: turns,] [added: turns and our treasure hunt experience,] subject us to risks.

If our sales forecasts fail to predict customer demand with sufficient accuracy, or we do not [added: appropriately] allocate and deliver merchandise to stores, maintain inventory mix and levels, or maintain flexibility in our allocation of floor space across product categories effectively, [added: then] we may [added: either] have higher inventory levels than we planned and may need to take markdowns on excess or slow-moving inventory, or [removed: we may] have insufficient inventory to meet customer demand, either of which could impact sales in a way that could adversely affect our financial performance.

Although our business model allows us greater flexibility to meet consumer product preferences and trends than many traditional retailers (for example, by [added: rapidly] expanding and contracting merchandise categories in response to consumers’ changing tastes), we may not successfully do so, which could impact inventory turns, customer transactions and sales, and may have a negative impact on our ability to attract new customers, retain existing customers and/or encourage frequent customer visits and/or cross-shopping of our multiple retail banners, any of which could adversely affect our results.

For example, changes to our store [removed: layout] [added: layout, loss prevention,] or [added: digital] security protocols may impact the shopping experience and customer transactions.

Some of our competitors are larger than we [removed: are or] [added: are, hold greater financial resources,] have more experience selling certain product [removed: lines] [added: lines, provide certain product categories more consistently,] or [added: provide products] through [removed: certain] [added: different] channels than we do.

Competitors may increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce [added: and delivery] capabilities, add new sales channels, change their pricing strategies and/or adopt new processes or technologies that may allow them to compete more effectively.

We also may face challenges appropriately managing [removed: consistent] strategies for our different banners across geographies.

Further, [removed: partnerships with] [added: our marketing partners,] celebrities, social media content creators, influencers or other individuals who are viewed as representing our banners may expose us to reputational or other risks.

Our growth strategy [removed: includes] [added: includes, whether by development, investment, or acquisition,] successfully expanding our business within our current markets and/or into new geographic regions, appropriately calibrating product lines and channels (including within our e-commerce sites) and, as appropriate, adding new [removed: businesses, whether by development, investment, or acquisition.][added: businesses.]

Growth can also add complexity to our business operations by requiring effective and timely information sharing; significant additional attention from our management and other functions across our business, including compliance and risk management; [added: attention to varied health and safety requirements; integration of existing or] development of new capabilities, processes and controls; increased staffing and Associate training [removed: and/or retention] and [added: retention, including in new or unfamiliar labor markets; and] management of appropriate third-party providers, including training or coordinating with those operating businesses in which we are invested or with which we share certain responsibilities.

The substantial size of our business can make it challenging to run our complex operations effectively and to manage suitable internal resources and third-party providers with appropriate oversight, including, for example, for teams managing [removed: administration,] information technology [added: (“IT”)] systems, merchandising, sourcing, marketing, store operations, distribution, [removed: logistics] [added: logistics, compliance, finance] and [removed: compliance.][added: administrative support.]

The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems, controls, practices and policies may not be [removed: implemented] effectively or consistently [added: implemented or updated on a timely basis] throughout our company, or that information may not be appropriately shared across our operations.

The size and scale of our business also [removed: creates] [added: create] challenges in human resources administration and effectively [added: recruiting,] managing, training, retaining and engaging a large, disparate workforce, including [removed: those with a] [added: Associates in on-site,] remote [removed: or] [added: and] hybrid [removed: work arrangement.][added: roles.]

–product liability claims from customers or investigations, enforcement [added: actions] or penalties [added: by or] from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful;

–concerns about human rights, working conditions and other labor rights and conditions [removed: in countries] where merchandise is produced or materials are sourced;

Compromises of our cybersecurity, disruptions in our [removed: information technology] [added: IT] systems, or failure to satisfy the [removed: information technology] [added: IT] needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation.

Our business depends on our [removed: information technology (“IT”)] [added: IT] systems, which collect and process information of customers, Associates and other persons, as well as information of our business and of our suppliers, service providers and other third parties.

We rely heavily on IT systems, including those operated and maintained by our suppliers, service providers and other third parties, to manage key aspects of our business, including planning; purchasing; sales, including point-of-sale [added: transaction] processing and e-commerce; supply chain management; [added: logistics;] inventory management; human resources; financial management; communications; information security and legal and regulatory compliance.

This includes successfully developing, implementing and maintaining appropriate systems; adopting new technologies (including artificial intelligence or other emerging technologies) appropriately and in a timely manner; and maintaining effective disaster recovery [added: and resiliency] plans for such systems.

As is common in the retail industry, our IT systems, as well as those of our suppliers, service providers and other third parties [removed: whose information technology systems] [added: with whom] we [removed: utilize] [added: do business] directly or indirectly, are targeted by attempts to access or obtain personal or other sensitive information, attempts at monetary theft and attempts to disrupt business.

These attempts include use of malware, ransomware, phishing, vishing, deepfakes, social engineering, denial-of-service attacks, exploitation of system vulnerabilities or misconfigurations, Associate or third-party [removed: service provider] malfeasance, digital and physical payment card skimmers, account takeovers and other forms of cyber-attacks.

Our IT systems and those of our suppliers, service providers and other third parties [added: with whom we do business directly or indirectly] also may be damaged or disrupted, or personal or sensitive information compromised, from a number of other causes, including power outages, system failures, catastrophic events, or Associate or third-party error.

Changes in the business landscape and the [removed: increase] [added: impact] of remote working by our Associates, service providers and other third parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a cybersecurity compromise.

These factors have led to the need for additional mitigation strategies and investments across our IT [removed: Security] workforce, [removed: technologies] [added: capabilities] and processes.

Additionally, the logging policies, procedures and controls that we have implemented to facilitate the investigation of potential cybersecurity compromises or disruptions may be insufficient to fully investigate [removed: all] [added: and determine the root cause of each] such [removed: events.][added: event.]

Our results and profitability could be adversely affected by increased labor costs, including wage, pension, health and other [removed: costs] [added: costs,] or other challenges from our large workforce.

Our Associates are key to supporting our business and operations effectively, and we expect that our operating expenses will continue to reflect [removed: increased] [added: increasing] labor costs.

We have a large and disparate workforce, and our ability to meet our labor needs and manage labor costs is subject to various external factors such as minimum wage laws and [removed: benefits requirements;] [added: other pay or benefit mandates;] market pressures, including prevailing wage rates and benefit levels, unemployment [removed: levels and] [added: levels,] competition for labor [removed: from other industries;] [added: within and beyond the retail industry, and labor market dynamics related to automation and technology;] economic conditions, including inflation; changing demographics and workforce trends, including with respect to unionization and collective bargaining; [removed: costs associated with] workplace health and [removed: safety;] [added: safety costs;] interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, health and other employee [removed: benefits, including health and insurance costs] [added: benefits; governmental programs;] and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension and other employee [removed: benefits] [added: benefits,] and [removed: taxes.][added: taxation.]

These factors could also increase the labor or other costs of our service providers, [added: or result in labor disruptions affecting their operations,] which could be passed on to [removed: us.][added: us or increase our legal exposure or costs.]

Conversely, failing to offer competitive wages or benefits, or to manage our workforce effectively, could adversely affect our ability to attract or retain appropriate talent sufficient to meet the needs of our business, [removed: causing] [added: which could cause] our customer service [added: or business execution] to suffer, [removed: potentially impacting consumers’ desire to shop our stores, among other things,] and [removed: causing] [added: adversely affect] our financial [removed: performance to suffer.][added: performance.]

Additionally, many Associates in our distribution [removed: centers] [added: network] in the United States and Canada are members of unions, and other Associates are members of works councils in Europe.

Other portions of our [removed: workforce,] [added: workforce that are not covered by collective bargaining agreements,] including, for example, Associates who work in our U.S. stores, [removed: which makes] [added: who make] up the largest portion of our workforce, may become unionized, which may subject us to additional requirements, expectations, actions or expense.

We have faced and may continue to face challenges in engaging, overseeing and training Associates [removed: with] [added: in on-site,] remote or hybrid [removed: work arrangements.][added: roles.]

Our performance also depends on recruiting, hiring, developing, training and retaining talented Associates in key areas such as buying, [removed: information technology] [added: IT] functions, and other corporate areas.

In addition, because of the distinctive nature of our off-price model, we must provide significant internal training and [removed: development, in-person or remotely,] [added: development] and successfully manage transitions for key Associate roles across the Company, including within our buying organization.

Incidents that erode trust or confidence in our company could adversely affect our reputation and thereby impact our business, particularly if the incidents result in rapid or significant adverse publicity, protest, litigation, boycotts, governmental inquiry or other stakeholder [removed: response.][added: responses.]

This could include incidents that involve the company; our policies and practices; our retail banners; our executives and other Associates; our board of directors; senior leadership transitions, including those involving our Chief Executive Officer or other key executives; how we source merchandise; our third-party providers, including those providing retail operations on our behalf; our vendors and others within our supply chain; the merchandise and brands that we sell, including our licensed or owned brands; our investments; the regions where we have operations or investments; our [added: marketing] partners; celebrities, content creators, social media influencers, or other individuals viewed as representing us or our banners [added: (whether or not we partner with them)] that may draw attention to our retail banners; product recalls; [added: incidents involving workplace safety, harassment or discrimination claims, or labor activity;] inquiries or other communications from governmental agencies about our business or practices; and our industry more generally.

Information [removed: on] [added: about] such incidents that is publicized through traditional or digital/social media platforms [removed: and] [added: or] other forums that facilitate rapid, broad communications to an audience of consumers and other interested persons, may adversely affect our reputation and brand, even if the information is inaccurate, incomplete, or unverified.

Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to sensitive or polarizing topics, crises, [added: or] political matters, or on issues related to corporate responsibility or environmental, social and governance [removed: (“ESG”)] matters, [removed: and] [added: or] any perceived lack of transparency about such matters, could harm our reputation.

Damage to the reputation of our company and our banners could, among other things, result in declines in stock price; declines in customer loyalty and sales; affect our vendor relationships and/or business development opportunities; limit our ability to attract and retain appropriate talent sufficient to meet the needs of our business; result in demonstrations, protests, or [removed: other] altercations at [added: or about] our stores; divert the attention and resources of management, including to respond to inquiries or additional regulatory scrutiny; and otherwise adversely affect our financial results.

For more information, see “External and Economic Risks” below.

Changes to online search, email delivery, and digital/social media (including algorithmic changes) can increase customer acquisition costs, reduce the effectiveness of digital marketing and/or alter traffic patterns to our e-commerce sites and/or stores.

For delivery of our marketing we depend on a variety of partners whose financial health, reputation and/or ability to attract talent could negatively impact the results of our marketing.

–IT security or resiliency challenges;

The size, geographic dispersion, and turnover rate of our workforce increase the risk that our controls may not be implemented consistently.

If we decide to cease operations at any locations that we own, we may be unable to dispose of such real estate (including by selling or leasing such real estate to a third party) on favorable market terms.

In such case, we would continue to incur ownership obligations on unused property, and the cost of these obligations may be significant.

The U.S. government has imposed, and may in the future impose further, tariffs on certain foreign goods and product imports.

In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

The ruling may allow for recovery of IEEPA tariff amounts previously paid, although the timing and administration of any potential IEEPA tariff refunds is unknown and may be subject to further legal and regulatory developments.

Subsequent to the U.S. Supreme Court’s ruling, an executive order was issued imposing a new global tariff, in addition to any existing non-IEEPA tariffs.

The outlook on further trade policy actions, including trade agreements and potential retaliatory tariffs is unclear.

These effects could include causing injury or serious harm to our Associates or customers; severely damaging or destroying one or more of our stores, distribution facilities, or office facilities; or disrupting the operations of, or requiring the closure of, third-party service providers, one or more of our vendors or parts of our supply chain located in the affected areas.

Our business continuity and disaster recovery plans may not be adequate to address all potential scenarios, particularly those involving disruptions of unprecedented scope, severity, or duration.

Our ability to recover from a significant disruption may depend on factors beyond our control, including the availability of transportation, utilities, labor, and third-party services in the affected areas.

–cybersecurity, data protection and privacy;

–artificial intelligence;

There have been and continue to be changes to federal policy and the federal government in the U.S., which have impacted, and may continue to impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, and the U.S. regulatory environment.

In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to allocate and deliver merchandise to our stores appropriately, maintain an appropriate mix and level of inventory in each store and be flexible in our allocation of floor space at our stores across product categories.

–information technology challenges;

These conditions and factors also shift trends in consumer spending that could affect our business.

The U.S. government recently announced tariffs on product imports from certain countries, including Canada, Mexico, and China.

Changes in economic conditions could adversely affect sources of liquidity available to us or our costs of capital, including through capital markets.

In particular, prolonged volatility or significant disruption of global financial markets relating to the financial and regulatory environment; interest rate increases following a period of low interest rates; geopolitical conflict; and disruptions impacting traditional banking, could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants.

–cybersecurity, data protection and privacy, such as to comply with, or fines and penalties related to, General Data Protection Regulation in the European Union and the California Consumer Privacy Act;

There have been significant and wide-ranging reforms to federal policy and the federal government in the U.S. since the presidential administration changed at the beginning of 2025, and there is significant uncertainty regarding the impact of such reforms.

The discussion that follows relates to our 52-week fiscal year ended [removed: February 1, 2025] [added: January 31, 2026] (fiscal [removed: 2025)] [added: 2026)] and our [removed: 53-week] [added: 52-week] fiscal year ended February [removed: 3, 2024] [added: 1, 2025] (fiscal [removed: 2024)] [added: 2025)] and our 52-week fiscal year ended January [removed: 31, 2026] [added: 30, 2027] (fiscal [removed: 2026).][added: 2027).]

Discussions of fiscal [removed: 2023] [added: 2024] items and year-to-year comparisons between fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended February [removed: 3, 2024.][added: 1, 2025.]

We operate over [removed: 5,000] [added: 5,200] stores through our four segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe, and TK Maxx in Australia).

Highlights of our financial performance for fiscal [removed: 2025] [added: 2026] include the following:

–Net sales increased [removed: 4%] [added: 7%] to [removed: $56.4] [added: $60.4] billion for fiscal [removed: 2025] [added: 2026] versus [removed: $54.2] [added: $56.4] billion for fiscal [removed: 2024.][added: 2025.]

As of [removed: February 1, 2025,] [added: January 31, 2026, both] the number of stores in operation [removed: increased approximately 3%] and [added: the] selling square footage increased approximately [removed: 2%] [added: 3%] compared to the end of fiscal [removed: 2024.][added: 2025.]

–Consolidated comp [removed: store] sales increased [removed: 4%] [added: 5%] in fiscal [removed: 2025.][added: 2026.]

See Net Sales below for the definition of comp [removed: store] sales.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal [removed: 2025] [added: 2026] was [removed: 11.5%.][added: 12.1%.]

–Our cost of sales, including buying and occupancy costs, ratio for fiscal [removed: 2025] [added: 2026] was [removed: 69.4%,] [added: 69.0%,] a [removed: 0.6] [added: 0.4] percentage point decrease compared to [removed: 70.0%] [added: 69.4%] for fiscal [removed: 2024.][added: 2025.]

–Our selling, general and administrative (“SG&A”) expense ratio for fiscal [removed: 2025] [added: 2026] was [removed: 19.4%,] [added: 19.1%,] a [removed: 0.1] [added: 0.3] percentage point [removed: increase] [added: decrease] compared to [removed: 19.3%] [added: 19.4%] for fiscal [removed: 2024.][added: 2025.]

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce [removed: sites and Sierra stores,] [added: sites,] were up [removed: 1%] [added: 10%] at the end of fiscal [removed: 2025] [added: 2026] as compared to the prior year.

–During fiscal [removed: 2025,] [added: 2026,] we returned [removed: $4.1] [added: $4.3] billion to our shareholders through share repurchases and dividends.

A dividend of [removed: $0.375] [added: $0.425] per share was declared in the fourth quarter of fiscal [removed: 2025] [added: 2026] and paid in March [removed: 2025.][added: 2026.]

*Global Economic Conditions and [removed: Industry Trends*][added: Tariffs*]

We continue to closely monitor changes in international trade relations, economic and monetary policies, [removed: or] [added: and] legislation and regulations including those related to tariffs on imports from China and other [removed: countries, which could adversely impact the global economy and our operating results.][added: countries.]

[removed: In particular, uncertainty] [added: Uncertainty] remains regarding the [removed: potential] [added: continued] impact on our direct imports, [removed: (with typically less than 10% of the merchandise that we purchase for our U.S. businesses directly imported from China),] [added: indirect imports,] vendor and competitor pricing, consumer demand, tariff [removed: pass-throughs,] [added: pass-throughs] and [removed: reciprocal or] retaliatory tariffs.

| | | | Fiscal [removed: 2025] [added: 2026] | | | Fiscal [removed: 2024] [added: 2025] | | | | | | | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 69.4] [added: 69.0] | | | [removed: 70.0] [added: 69.4] | | | | | | | | |

| Selling, general and administrative expenses | | | [removed: 19.4] [added: 19.1] | | | [removed: 19.3] [added: 19.4] | | | | | | | | |

| Interest (income) expense, net | | | [removed: (0.3)] [added: (0.2)] | | | (0.3) | | | | | | | | |

| Income before income taxes* | | | [removed: 11.5] [added: 12.1] | | % | [removed: 11.0] [added: 11.5] | | % | | | | | | |

Net sales for fiscal [removed: 2025] [added: 2026] totaled [removed: $56.4] [added: $60.4] billion, a [removed: 4%] [added: 7%] increase versus net sales of [removed: $54.2] [added: $56.4] billion for fiscal [removed: 2024.][added: 2025.]

The increase includes a [removed: 4%] [added: 5%] increase in comp [removed: store] sales, a 2% increase from non-comp [removed: store] sales, [added: and] a neutral impact from foreign currency exchange [removed: rates, partially offset by a negative 2% estimated year-over-year impact from the 53rd week in fiscal 2024.][added: rates.]

Net sales from our e-commerce sites combined amounted to [removed: less than] [added: approximately] 2% of total sales for both fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024.][added: 2025.]

Comp [removed: store] sales increased [removed: 4%] [added: 5%] for fiscal [removed: 2025] [added: 2026] and increased [removed: 5%] [added: 4%] for fiscal [removed: 2024.][added: 2025.]

[removed: Comp store] [added: The increase in comp] sales [removed: for fiscal 2025] was driven by an increase in customer transactions.

Both home comp [removed: store] sales growth (as defined below) and apparel comp [removed: store] sales growth (as defined below) generally performed in line with the overall comp [removed: store] sales increase for fiscal [removed: 2025.][added: 2026.]

As of [removed: February 1, 2025,] [added: January 31, 2026, both] our store count [removed: increased approximately 3%] and selling square footage increased approximately [removed: 2%] [added: 3%] compared to the same period last year.

*Definition of Comparable [removed: Store] Sales*

We define comparable [removed: store] sales, or comp [removed: store] sales, to be sales of stores [added: and e-commerce sites] that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores [added: or e-commerce sites] that are starting their third fiscal year of operation.

In any given fiscal year, we calculate comp [removed: store] sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned.

Relocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp [removed: store] sales percentage is immaterial.

Sales excluded from comp [removed: store] sales (“non-comp [removed: store] sales”) consist of sales from:

–New stores [added: or e-commerce sites] - stores [added: or sites] that have not yet met the comp [removed: store] sales criteria, which represents a substantial majority of non-comp [removed: store] sales

–Stores [added: or e-commerce sites] that are closed permanently or for an extended period of time

We determine which stores [added: and e-commerce sites] are included in the comp [removed: store] sales calculation at the beginning of a fiscal year, and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.

Comp [removed: store] sales of our foreign segments are calculated on a constant currency basis.

Comp [removed: store] sales may be referred to as “same store” sales by other retail companies.

The method for calculating comp [removed: store] sales varies across the retail industry; therefore, our measure of comp [removed: store] sales may not be comparable to that of other retail companies.

–Diluted earnings per share were $4.87 for fiscal 2026, compared to $4.26 for fiscal 2025.

This was a 0.6 percentage point increase compared to 11.5% for fiscal 2025.

Starting in the first quarter of fiscal 2026, Sierra stores are included in the consolidated average per store inventories.

While we have been, and believe we can continue to be, successful in mitigating tariff pressures, tariffs have led to significant volatility in the global economy.

We are continuing to implement and consider additional measures that seek to mitigate the impact of tariffs.

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

This ruling may allow for the recovery of IEEPA tariff amounts previously paid.

The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S. government, and may be subject to further legal and regulatory developments.

Following the U.S. Supreme Court ruling, an executive order was issued imposing a new global tariff, in addition to any existing non-IEEPA tariffs.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business, including potential IEEPA tariff refunds, continues to be uncertain.

Our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs is a key factor.

However, the overall impact depends on a range of factors, including trade negotiations between the U.S. and other countries, responses of other countries, judicial review, exceptions that could be granted and cost of alternative sources of merchandise.

We will continue to closely monitor developments related to tariffs and evaluate any updates for their potential impact on our business and financial condition.

*Litigation Settlement Related to Credit Card Interchange Fees and Related Expenses*

During the fourth quarter of fiscal 2026, we entered into a settlement agreement to resolve litigation related to credit card interchange fees in which we were a plaintiff.

The settlement resulted in a gain of $419 million, net of $51 million of legal expenses, which was recognized within SG&A expenses.

We incurred additional non-recurring settlement-related expenses that consisted of $116 million related to a portion of incentive compensation expense globally and $82 million related to a discretionary bonus for eligible non-bonus plan Associates globally.

The gain from the litigation settlement benefitted the segment profit of our U.S. segments and the related expenses impacted the segment profit of each of our segments.

Comp sales for fiscal 2026 were driven by a higher average basket and an increase in customer transactions.

Starting in fiscal 2026, sales from e-commerce sites are included in comp sales, and the impact of such sales on the consolidated comp sales percentage is immaterial.

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| | | | Fiscal 2026 | | | Fiscal 2025 | | |

The decrease in SG&A ratio for fiscal 2026 was due to a net benefit from the credit card interchange fees litigation settlement and related expenses.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, making permanent certain expiring provisions of the Tax Cuts and Jobs Act, including 100% accelerated depreciation deductions on qualified property and immediate expensing of domestic research and development costs, as well as modifying some of the international tax rules.

These changes have not had a material impact on our income tax provision but have resulted in a reduction of our current year U.S. cash tax obligations, and we are continuing to evaluate the potential impact of the provisions that are expected to be effective in future fiscal years.

A number of countries have enacted legislation to implement the Organization for Economic Cooperation and Development’s 15% global minimum tax regime (Pillar Two) with effect from January 1, 2024.

A comprehensive Side-by-Side Package was released in January 2026, introducing additional safe harbors and options for companies headquartered in jurisdictions with a qualified Side-by-Side regime.

Member countries must enact local legislation or update existing regulations to adopt and incorporate the Pillar Two Side-by-Side Package.

The decrease in the fiscal 2026 effective income tax rate is primarily due to a benefit from the acquisition of federal tax credits.

Diluted earnings per share in fiscal 2026 were $4.87 compared to $4.26 in fiscal 2025.

The credit card interchange fees litigation settlement and related expenses resulted in a net benefit of $0.14 on diluted earnings per share in fiscal 2026.

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The increase in net sales reflects a 4% increase from comp sales and a 2% increase from non-comp sales.

Both apparel comp sales growth and home comp sales growth generally performed in line with the overall comp sales increase for fiscal 2026.

Geographically, comp sales growth was strongest in the South region.

The increase in segment profit margin was primarily driven by a net benefit from the credit card interchange fees litigation settlement and related expenses as well as favorable merchandise margin.

–Diluted earnings per share were $4.26 for fiscal 2025, compared to $3.86 for fiscal 2024, which included an estimated benefit of $0.10 from the 53rd week in fiscal 2024.

This was a 0.5 percentage point increase compared to 11.0% for fiscal 2024, which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024.

–We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027.

Equity Investments

During fiscal 2025, we entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V. (“Axo”) to hold a 49% ownership stake in Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”) which operates off-price, physical store businesses in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners.

We have the option to increase our ownership interest in the joint venture over the long term.

During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million.

This investment is accounted for under the equity method of accounting.

During fiscal 2025, we entered into a definitive agreement to acquire a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position.

BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer.

During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million.

The results of our share of both of these investments are recorded on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.

These investments did not have a material impact on our fiscal 2025 results and we do not expect them to have a material impact on our fiscal 2026 results.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

–Sales from our e-commerce sites (starting with the first quarter of fiscal 2026, we will no longer exclude sales from our e-commerce sites from comp store sales, which we do not expect to have a material impact on such figures).

The increase in SG&A ratio for fiscal 2025 was due to incremental store wage and payroll costs, partially offset by a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable and the year-over-year benefit from closing HomeGoods’ e-commerce business last year.

| | | | | | | (53 weeks) | | | | | |

In 2021, the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%.

Subsequently multiple sets of administrative guidance have been issued.

Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years.

These rules did not have a material impact on our financial statements for fiscal 2025 and did not materially increase our global tax costs on our fiscal 2025 financial statements.

There remains uncertainty as to the final Pillar Two model rules.

There were no significant changes to our effective income tax rate for fiscal 2025, compared to fiscal 2024.

Diluted earnings per share in fiscal 2025 were $4.26 compared to $3.86 in fiscal 2024, which included an estimated benefit of $0.10 per share from the 53rd week in fiscal 2024.

| | | | | | | (53 weeks) | | | | | | | | |

While both Marmaxx home and apparel comp store sales growth were positive, home comp store sales growth outperformed apparel comp store sales growth for fiscal 2025.

Geographically, comp store sales growth was positive across all regions.

The increase in segment profit margin for fiscal 2025 was primarily driven by higher merchandise margin and the year-over-year benefit from closing HomeGoods’ e-commerce business last year, partially offset by incremental store wage and payroll costs.

In fiscal 2026, we expect to open 30 new HomeGoods stores, of which 9 are expected to be Homesense stores.

The decrease for fiscal 2025 was primarily driven by incremental store wage and payroll costs, third-party supply chain exit costs this year, and the unfavorable year-over-year impact related to an insurance claim recovery last year.

The increase in net sales reflects a 4% increase in comp store sales, a 3% increase from non-comp store sales and a positive foreign currency exchange rate impact of 1%, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.

This increase was due to higher merchandise margin, a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable, partially offset by incremental store wage costs.

As of February 1, 2025, we held $5.3 billion in cash.

Approximately $1.4 billion of our cash was held by our foreign subsidiaries with $875 million held in countries where we intend to indefinitely reinvest any undistributed earnings.

We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 1, 2025.

If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures.

During fiscal 2025, we entered into a definitive agreement for a joint venture with Axo to hold a 49% ownership stake in MOS, Axo’s off-price, physical store business in Mexico.

We and Axo both expect to make additional future investments in the joint venture to support the expected growth of the business.

During fiscal 2025, we entered into a definitive agreement to make an investment for a 35% ownership stake in privately held BFL, representing a non-controlling, minority position.

The analysis indicated a potential impact of approximately [removed: $112] [added: $132] million on our pre-tax income in fiscal [removed: 2025] [added: 2026] and approximately [removed: $105] [added: $112] million in fiscal [removed: 2024.][added: 2025.]

We have over [removed: 5,000] [added: 5,200] stores and six branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.

In this report, fiscal [removed: 2025] [added: 2026] means the 52-week fiscal year ended [removed: February 1, 2025;] [added: January 31, 2026;] fiscal [removed: 2024] [added: 2025] means the [removed: 53-week] [added: 52-week] fiscal year ended February [removed: 3, 2024] [added: 1, 2025] and fiscal [removed: 2023] [added: 2024] means the [removed: 52-week] [added: 53-week] fiscal year ended [removed: January 28, 2023.][added: February 3, 2024.]

Fiscal [removed: 2026] [added: 2027] means the 52-week fiscal year ending January [removed: 31, 2026.][added: 30, 2027.]

Unless otherwise indicated, all store information in this Item 1 is as of [removed: February 1, 2025,] [added: January 31, 2026,] and references to store square footage are to gross square feet.

Our TJ Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of [removed: 2,563] [added: 2,603] stores.

Sierra operates [removed: 117] [added: 145] retail stores in the U.S. and sierra.com.

Our HomeGoods segment operates HomeGoods and Homesense chains in the U.S. HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 943] [added: 963] stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware, as well as expanded pet and gourmet food departments.

In 2017, we launched our Homesense chain in the U.S. Our [removed: 72] [added: 79] Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting, rugs, and an entertaining marketplace.

Winners, acquired by TJX in 1990, operates [removed: 307] [added: 316] stores and is the leading off-price family apparel and home fashions retailer in Canada.

This chain operates [removed: 160] [added: 162] stores and offers an array of home decor, furniture, and seasonal home merchandise.

Marshalls, launched in Canada in 2011, operates [removed: 109] [added: 111] stores and offers off-price family apparel, footwear, and home fashions.

With [removed: 655] [added: 673] stores in Europe, TK Maxx operates in the U.K., Ireland, Germany, Poland, [removed: Austria and] [added: Austria,] the [removed: Netherlands.][added: Netherlands, and, starting in March 2026, Spain.]

Its [removed: 75] [added: 74] stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

The merchandise offering at TK Maxx in Australia's [removed: 84] [added: 88] stores is comparable to TJ Maxx.

Our flexible business model, including our opportunistic buying, inventory management, logistics and flexible store layouts, is designed to deliver [removed: to our customers] a compelling value proposition of fashionable, quality, brand name and designer merchandise [added: to our customers] at excellent values every day.

Our buying organization, which numbers over [removed: 1,300] [added: 1,400] employees (who we refer to as Associates), has buying offices across the globe and executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.

Manufacturers, retailers and other vendors made up our expansive and changing universe of [removed: more than] [added: approximately] 21,000 vendors across the globe, including thousands of new vendors in fiscal [removed: 2025,] [added: 2026,] which provides us substantial and diversified access to merchandise.

We operate distribution centers encompassing approximately [removed: 30] [added: 31] million square feet in six countries.

We ship substantially all of our merchandise to our stores through a network of distribution centers, fulfillment centers and warehouses as well as shipping [removed: centers operated] [added: centers, which,] in many [removed: cases] [added: cases, are operated] by third parties.

| | | | Fiscal [removed: 2024] [added: 2025] | | | [removed: Fiscal 2025] [added: Fiscal 2026] | | | | | | | | | | | |

| TJ Maxx | | | 27,000 | | | [removed: 1,319] [added: 1,333] | | | [removed: 1,333] [added: 1,348] | | | | | | | | |

| Marshalls | | | 28,000 | | | [removed: 1,197] [added: 1,230] | | | [removed: 1,230] [added: 1,255] | | | | | | | | |

| Total Marmaxx | | | | | | [removed: 2,516] [added: 2,563] | | | [removed: 2,563] [added: 2,603] | | | 3,000 | | | | | |

| HomeGoods | | | [removed: 23,000] [added: 24,000] | | | [removed: 919] [added: 943] | | | [removed: 943] [added: 963] | | | | | | | | |

| Homesense | | | [removed: 27,000] [added: 28,000] | | | [removed: 55] [added: 72] | | | [removed: 72] [added: 79] | | | | | | | | |

| Total HomeGoods | | | | | | [removed: 974] [added: 1,015] | | | [removed: 1,015] [added: 1,042] | | | 1,800 | | | | | |

| Sierra | | | 21,000 | | | [removed: 95] [added: 117] | | | [removed: 117] [added: 145] | | | 325 | | | | | |

| Winners | | | 27,000 | | | [removed: 302] [added: 307] | | | [removed: 307] [added: 316] | | | | | | | | |

| HomeSense | | | 24,000 | | | [removed: 158] [added: 160] | | | [removed: 160] [added: 162] | | | | | | | | |

| Marshalls | | | 27,000 | | | [removed: 106] [added: 109] | | | [removed: 109] [added: 111] | | | | | | | | |

| Total TJX Canada | | | | | | [removed: 566] [added: 576] | | | [removed: 576] [added: 589] | | | 650 | | | | | |

| TK Maxx (Europe) | | | 28,000 | | | [removed: 644] [added: 655] | | | [removed: 655] [added: 673] | | | | | | | | |

| Homesense (Europe) | | | 19,000 | | | [removed: 79] [added: 75] | | | [removed: 75] [added: 74] | | | | | | | | |

| TK Maxx (Australia) | | | 21,000 | | | [removed: 80] [added: 84] | | | [removed: 84] [added: 88] | | | | | | | | |

| Total TJX International | | | | | | [removed: 803] [added: 814] | | | [removed: 814] [added: 835] | | | 1,225 | | | (a) | | |

| TJX Total | | | | | | [removed: 4,954] [added: 5,085] | | | [removed: 5,085] [added: 5,214] | | | 7,000 | | | | | |

As of [removed: February 1, 2025,] [added: January 31, 2026,] we had approximately [removed: 364,000] [added: 377,000] Associates, many of whom worked less than 40 hours per week.

Many Associates in our distribution [removed: centers] [added: network] in the United States and Canada are covered by collective bargaining [removed: agreements] [added: agreements,] and other Associates are members of works councils in Europe.

Our large, global workforce supports the execution of our flexible business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of merchandise in over [removed: 5,000] [added: 5,200] retail stores [removed: in nine countries] [added: globally] and across six e-commerce sites.

We work to foster a strong, supportive, and inclusive culture so that Associates at TJX feel welcome in the Company, valued for their [added: perspectives and] contributions, and engaged with our business [removed: mission.][added: mission to deliver great value to our customers every day.]

Our work in this area has been developed over many decades and aims to support our business mission.

This work continues to include initiatives intended to foster an inclusive culture, encourage Associate engagement, and support Associate well-being.

*Workplace and Culture*

*Inclusion and Diversity (“I&D”)*

We are committed to continuing to build and support an inclusive and diverse workplace.

Our global strategies include increasing the representation of diverse talent through our talent pipeline; providing leaders with tools to support difference with awareness, fairness, sensitivity, and transparency; and integrating inclusive behaviors, language and practices throughout the business.

Over the past several years, with the benefit of information gathered from Associates through our Global Inclusion Surveys, our teams globally have developed and launched many new programs, including recruitment strategies, training and education, Associate-led I&D advisory boards, and additional Associate Resource Groups.

*Training and Career Development*

Our culture prioritizes Associate development and advancement within our organization and we have many Associates in managerial positions who have been with the Company for more than 10 years.

*Compensation and Rewards*

See Legal Contingencies in [Note N—Contingent Obligations, Contingencies, and [removed: Commitments](#i888e981245634b06b4c016ee13d4f1a5_238)] [added: Commitments](#iaa4da8f5ecab4f84959e26e616674cb6_238)] of Notes to Consolidated Financial Statements for information on legal proceedings.

For the fiscal year ended [removed: February 1, 2025][added: January 31, 2026]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on August [removed: 3, 2024,] [added: 2, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $128] [added: $140] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,117,100,487] [added: 1,106,810,654] shares of the registrant’s common stock, $1.00 par value, outstanding as of March [removed: 21, 2025.][added: 20, 2026.]

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on June [removed: 10, 2025] [added: 9, 2026] (Part III).

[added: This Form 10-K and our 2025 Annual Report to Shareholders contain “forward-looking statements.”] These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” [added: “approximately,”] “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “strive,” “target,” “will,” and “would,” or any variations of these words or other words with similar meanings.

These forward-looking statements address various matters that we intend, expect or believe may occur in the future, including, among others, some of the statements in this Form 10-K under Item 1, “Business,” Item 1A, “Risk Factors,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” relating to, among [removed: other things:] [added: others,] the Company's anticipated operating and financial performance, business plans and prospects, investments, the availability of merchandise, execution of our business model, payment of dividends, plans for future stock repurchases, future use and availability of cash and cash equivalents, expected capital expenditures, trends in demand for our products, the impact of foreign exchange rates, expectations with respect to future store openings, and the impact of fuel resources and supply chain on our inventory flow and financial performance and plans with respect to long-term indebtedness.

Applicable risks and uncertainties include, among others: execution of buying strategy and inventory management; customer trends and preferences; competition; various marketing efforts; operational and business expansion; management of large size and scale; merchandise sourcing and transport; international trade and tariff policies; data security and maintenance and development of information technology systems; labor costs and workforce challenges; personnel recruitment, training and retention; corporate and retail banner reputation; evolving corporate governance and public disclosure regulations and expectations with respect to environmental, social and governance matters; expanding international operations; fluctuations in [added: anticipated] quarterly and annual operating [removed: results] [added: results, financial performance, business plan prospects, investments] and market expectations; inventory or asset loss; cash [removed: flow;] [added: flow and plans with respect to long-term indebtedness;] mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; economic conditions and consumer spending; market instability; severe weather, serious disruptions or catastrophic events; disproportionate impact of disruptions during [removed: this] [added: certain seasons of the] fiscal year; commodity availability and pricing; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; and other factors set forth under Item 1A of this Form 10-K, as well as the other information we file with the [added: U.S.] Securities and Exchange Commission (“SEC”).

We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-K and our [removed: 2024] [added: 2025] Annual Report to Shareholders.

You are encouraged to read [added: our filings with the SEC and] any further disclosures we may make in our future reports to the SEC, available at www.sec.gov, on our website, or [removed: otherwise.][added: otherwise, for a discussion of these and other risks and uncertainties.]

Our forward-looking statements in this Form 10-K and our [removed: 2024] [added: 2025] Annual Report to Shareholders speak only as of the [removed: dates on which they are made,] [added: date of this Form 10-K,] and we undertake no obligation to update or revise any of these [removed: statements,] [added: statements] even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

| [ITEM 1. [removed: Business](#i888e981245634b06b4c016ee13d4f1a5_16)] [added: Business](#iaa4da8f5ecab4f84959e26e616674cb6_16)] | | | [removed: [5](#i888e981245634b06b4c016ee13d4f1a5_16)] [added: [5](#iaa4da8f5ecab4f84959e26e616674cb6_16)] | | |

| [ITEM 1A. Risk [removed: Factors](#i888e981245634b06b4c016ee13d4f1a5_19)] [added: Factors](#iaa4da8f5ecab4f84959e26e616674cb6_19)] | | | [removed: [11](#i888e981245634b06b4c016ee13d4f1a5_19)] [added: [11](#iaa4da8f5ecab4f84959e26e616674cb6_19)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments](#i888e981245634b06b4c016ee13d4f1a5_22)] [added: Comments](#iaa4da8f5ecab4f84959e26e616674cb6_22)] | | | [removed: [23](#i888e981245634b06b4c016ee13d4f1a5_22)] [added: [23](#iaa4da8f5ecab4f84959e26e616674cb6_22)] | | |

| [ITEM 1C. [removed: Cybersecurity](#i888e981245634b06b4c016ee13d4f1a5_25)] [added: Cybersecurity](#iaa4da8f5ecab4f84959e26e616674cb6_25)] | | | [removed: [23](#i888e981245634b06b4c016ee13d4f1a5_25)] [added: [23](#iaa4da8f5ecab4f84959e26e616674cb6_25)] | | |

| [ITEM 2. [removed: Properties](#i888e981245634b06b4c016ee13d4f1a5_28)] [added: Properties](#iaa4da8f5ecab4f84959e26e616674cb6_28)] | | | [removed: [24](#i888e981245634b06b4c016ee13d4f1a5_28)] [added: [24](#iaa4da8f5ecab4f84959e26e616674cb6_28)] | | |

| [ITEM 3. Legal [removed: Proceedings](#i888e981245634b06b4c016ee13d4f1a5_31)] [added: Proceedings](#iaa4da8f5ecab4f84959e26e616674cb6_31)] | | | [removed: [27](#i888e981245634b06b4c016ee13d4f1a5_31)] [added: [27](#iaa4da8f5ecab4f84959e26e616674cb6_31)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures](#i888e981245634b06b4c016ee13d4f1a5_34)] [added: Disclosures](#iaa4da8f5ecab4f84959e26e616674cb6_34)] | | | [removed: [27](#i888e981245634b06b4c016ee13d4f1a5_34)] [added: [27](#iaa4da8f5ecab4f84959e26e616674cb6_34)] | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i888e981245634b06b4c016ee13d4f1a5_40)] [added: Securities](#iaa4da8f5ecab4f84959e26e616674cb6_40)] | | | [removed: [27](#i888e981245634b06b4c016ee13d4f1a5_40)] [added: [27](#iaa4da8f5ecab4f84959e26e616674cb6_40)] | | |

| [ITEM 6. [removed: Reserved](#i888e981245634b06b4c016ee13d4f1a5_43)] [added: Reserved](#iaa4da8f5ecab4f84959e26e616674cb6_43)] | | | [removed: [27](#i888e981245634b06b4c016ee13d4f1a5_43)] [added: [27](#iaa4da8f5ecab4f84959e26e616674cb6_43)] | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i888e981245634b06b4c016ee13d4f1a5_46)] [added: Operation](#iaa4da8f5ecab4f84959e26e616674cb6_46)] | | | [removed: [28](#i888e981245634b06b4c016ee13d4f1a5_46)] [added: [28](#iaa4da8f5ecab4f84959e26e616674cb6_46)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market [removed: Risk](#i888e981245634b06b4c016ee13d4f1a5_118)] [added: Risk](#iaa4da8f5ecab4f84959e26e616674cb6_118)] | | | [removed: [40](#i888e981245634b06b4c016ee13d4f1a5_118)] [added: [39](#iaa4da8f5ecab4f84959e26e616674cb6_118)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data](#i888e981245634b06b4c016ee13d4f1a5_121)] [added: Data](#iaa4da8f5ecab4f84959e26e616674cb6_121)] | | | [removed: [40](#i888e981245634b06b4c016ee13d4f1a5_121)] [added: [40](#iaa4da8f5ecab4f84959e26e616674cb6_121)] | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i888e981245634b06b4c016ee13d4f1a5_124)] [added: Disclosure](#iaa4da8f5ecab4f84959e26e616674cb6_124)] | | | [removed: [40](#i888e981245634b06b4c016ee13d4f1a5_124)] [added: [40](#iaa4da8f5ecab4f84959e26e616674cb6_124)] | | |

| [ITEM 9A. Controls and [removed: Procedures](#i888e981245634b06b4c016ee13d4f1a5_127)] [added: Procedures](#iaa4da8f5ecab4f84959e26e616674cb6_127)] | | | [removed: [40](#i888e981245634b06b4c016ee13d4f1a5_127)] [added: [40](#iaa4da8f5ecab4f84959e26e616674cb6_127)] | | |

| [ITEM 9B. Other [removed: Information](#i888e981245634b06b4c016ee13d4f1a5_130)] [added: Information](#iaa4da8f5ecab4f84959e26e616674cb6_130)] | | | [removed: [41](#i888e981245634b06b4c016ee13d4f1a5_130)] [added: [41](#iaa4da8f5ecab4f84959e26e616674cb6_130)] | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i888e981245634b06b4c016ee13d4f1a5_133)] [added: Inspections](#iaa4da8f5ecab4f84959e26e616674cb6_133)] | | | [removed: [41](#i888e981245634b06b4c016ee13d4f1a5_130)] [added: [41](#iaa4da8f5ecab4f84959e26e616674cb6_130)] | | |

| [PART [removed: III](#i888e981245634b06b4c016ee13d4f1a5_136)] [added: III](#iaa4da8f5ecab4f84959e26e616674cb6_136)] | | | | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#i888e981245634b06b4c016ee13d4f1a5_139)] [added: Governance](#iaa4da8f5ecab4f84959e26e616674cb6_139)] | | | [removed: [41](#i888e981245634b06b4c016ee13d4f1a5_139)] [added: [41](#iaa4da8f5ecab4f84959e26e616674cb6_139)] | | |

| [ITEM 11. Executive [removed: Compensation](#i888e981245634b06b4c016ee13d4f1a5_142)] [added: Compensation](#iaa4da8f5ecab4f84959e26e616674cb6_142)] | | | [removed: [42](#i888e981245634b06b4c016ee13d4f1a5_142)] [added: [41](#iaa4da8f5ecab4f84959e26e616674cb6_142)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i888e981245634b06b4c016ee13d4f1a5_145)] [added: Matters](#iaa4da8f5ecab4f84959e26e616674cb6_145)] | | | [removed: [42](#i888e981245634b06b4c016ee13d4f1a5_145)] [added: [41](#iaa4da8f5ecab4f84959e26e616674cb6_145)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i888e981245634b06b4c016ee13d4f1a5_148)] [added: Independence](#iaa4da8f5ecab4f84959e26e616674cb6_148)] | | | [removed: [42](#i888e981245634b06b4c016ee13d4f1a5_148)] [added: [41](#iaa4da8f5ecab4f84959e26e616674cb6_148)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services](#i888e981245634b06b4c016ee13d4f1a5_151)] [added: Services](#iaa4da8f5ecab4f84959e26e616674cb6_151)] | | | [removed: [42](#i888e981245634b06b4c016ee13d4f1a5_151)] [added: [42](#iaa4da8f5ecab4f84959e26e616674cb6_151)] | | |

| [PART [removed: IV](#i888e981245634b06b4c016ee13d4f1a5_154)] [added: IV](#iaa4da8f5ecab4f84959e26e616674cb6_154)] | | | | | |

| [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#i888e981245634b06b4c016ee13d4f1a5_157)] [added: Schedules](#iaa4da8f5ecab4f84959e26e616674cb6_157)] | | | [removed: [42](#i888e981245634b06b4c016ee13d4f1a5_157)] [added: [42](#iaa4da8f5ecab4f84959e26e616674cb6_157)] | | |

| [ITEM 16. Form 10-K [removed: Summary](#i888e981245634b06b4c016ee13d4f1a5_166)] [added: Summary](#iaa4da8f5ecab4f84959e26e616674cb6_166)] | | | [removed: [45](#i888e981245634b06b4c016ee13d4f1a5_166)] [added: [45](#iaa4da8f5ecab4f84959e26e616674cb6_166)] | | |

| [removed: [SIGNATURES](#i888e981245634b06b4c016ee13d4f1a5_169)] [added: [SIGNATURES](#iaa4da8f5ecab4f84959e26e616674cb6_169)] | | | [removed: [46](#i888e981245634b06b4c016ee13d4f1a5_169)] [added: [46](#iaa4da8f5ecab4f84959e26e616674cb6_169)] | | |

| [PART I](#iaa4da8f5ecab4f84959e26e616674cb6_13) | | | | | |

| [PART II](#iaa4da8f5ecab4f84959e26e616674cb6_37) | | | | | |

This Form 10-K and our 2024 Annual Report to Shareholders contain “forward-looking statements”.

| [PART I](#i888e981245634b06b4c016ee13d4f1a5_13) | | | | | |

| [PART II](#i888e981245634b06b4c016ee13d4f1a5_37) | | | | | |

We incorporate [added: periodic] third-party assessments into our risk management [removed: program using] [added: program, leveraging appropriate benchmarks and] recognized standards [added: and frameworks] that are relevant to our business [added: (such as the NIST Cybersecurity Framework),] and we periodically self-assess various functional areas of our organization.

This approach includes various assessment activities (e.g. threat actor emulation and penetration testing), tabletop exercises, [added: a vulnerability management program, tools designed to monitor our networks, systems, and data for suspicious activity,] security awareness and training activities (e.g. simulated phishing campaigns and specialized training for cybersecurity personnel), encryption of certain types of information, and certain controls governing access to TJX facilities and systems, among other threat- and risk-based safeguards.

Our CISO reports to our CIO, who has more than [removed: twenty-eight] [added: thirty] years of global information technology leadership experience.

We also have an incident response plan which includes processes to investigate, contain, escalate, and remediate potential cybersecurity incidents as well as to comply with potentially applicable legal obligations and mitigate reputational harm.

In the event that a cybersecurity incident is determined to be potentially material, we will assess materiality and, as appropriate, disclose such incident in accordance with applicable regulatory requirements.

We also have an incident response plan which describes roles and responsibilities for internal stakeholders in responding to and escalating potential cybersecurity incidents.

Stores were operated in the following locations at the end of fiscal [removed: 2025.][added: 2026.]

| Alabama | | | [removed: 39] [added: 41] | | | — | | | 12 | | | [removed: 51] [added: 53] | | |

| Arizona | | | [removed: 42] [added: 44] | | | [removed: —] [added: 1] | | | [removed: 18] [added: 19] | | | [removed: 60] [added: 64] | | |

| Arkansas | | | [removed: 18] [added: 19] | | | — | | | [removed: 5] [added: 6] | | | [removed: 23] [added: 25] | | |

| Connecticut | | | [removed: 52] [added: 53] | | | 1 | | | 21 | | | [removed: 74] [added: 75] | | |

| District of Columbia | | | [removed: 6] [added: 5] | | | — | | | — | | | [removed: 6] [added: 5] | | |

| Idaho | | | 9 | | | [removed: 1] [added: 3] | | | 3 | | | [removed: 13] [added: 15] | | |

| Indiana | | | [removed: 46] [added: 48] | | | [removed: 3] [added: 4] | | | 13 | | | [removed: 62] [added: 65] | | |

| Iowa | | | 20 | | | [removed: 3] [added: 5] | | | [removed: 7] [added: 8] | | | [removed: 30] [added: 33] | | |

| Kansas | | | [removed: 19] [added: 20] | | | [removed: 2] [added: 3] | | | [removed: 7] [added: 8] | | | [removed: 28] [added: 31] | | |

| Kentucky | | | [removed: 32] [added: 33] | | | [removed: 2] [added: 3] | | | 7 | | | [removed: 41] [added: 43] | | |

| Maryland | | | [removed: 56] [added: 55] | | | 1 | | | 26 | | | [removed: 83] [added: 82] | | |

| Minnesota | | | [removed: 34] [added: 36] | | | [removed: 9] [added: 10] | | | 16 | | | [removed: 59] [added: 62] | | |

| Mississippi | | | [removed: 20] [added: 21] | | | — | | | [removed: 6] [added: 7] | | | [removed: 26] [added: 28] | | |

| Missouri | | | [removed: 39] [added: 40] | | | [removed: —] [added: 2] | | | [removed: 13] [added: 14] | | | [removed: 52] [added: 56] | | |

| Montana | | | 6 | | | [removed: 2] [added: 3] | | | 2 | | | [removed: 10] [added: 11] | | |

| Nebraska | | | [removed: 11] [added: 12] | | | 2 | | | 6 | | | [removed: 19] [added: 20] | | |

| New Hampshire | | | 28 | | | [removed: 6] [added: 7] | | | 15 | | | [removed: 49] [added: 50] | | |

| New Mexico | | | [removed: 12] [added: 15] | | | 1 | | | 4 | | | [removed: 17] [added: 20] | | |

| North Carolina | | | 71 | | | [removed: —] [added: 1] | | | [removed: 32] [added: 33] | | | [removed: 103] [added: 105] | | |

| North Dakota | | | [removed: 6] [added: 7] | | | 2 | | | 4 | | | [removed: 12] [added: 13] | | |

| Oklahoma | | | 21 | | | — | | | [removed: 6] [added: 7] | | | [removed: 27] [added: 28] | | |

| Oregon | | | [removed: 28] [added: 29] | | | 3 | | | 10 | | | [removed: 41] [added: 42] | | |

| South Carolina | | | 36 | | | [removed: 2] [added: 3] | | | [removed: 17] [added: 18] | | | [removed: 55] [added: 57] | | |

| South Dakota | | | [removed: 6] [added: 7] | | | — | | | 1 | | | [removed: 7] [added: 8] | | |

| Tennessee | | | [removed: 55] [added: 56] | | | [removed: —] [added: 1] | | | [removed: 19] [added: 20] | | | [removed: 74] [added: 77] | | |

| Utah | | | [removed: 19] [added: 21] | | | [removed: 6] [added: 7] | | | 11 | | | [removed: 36] [added: 39] | | |

| Washington | | | 43 | | | [removed: 2] [added: 4] | | | 19 | | | [removed: 64] [added: 66] | | |

| Wisconsin | | | 45 | | | [removed: 9] [added: 10] | | | 18 | | | [removed: 72] [added: 73] | | |

| Alberta | | | [removed: 44] [added: 45] | | | 22 | | | [removed: 19] [added: 20] | | | [removed: 85] [added: 87] | | |

| British Columbia | | | [removed: 42] [added: 44] | | | 23 | | | [removed: 9] [added: 10] | | | [removed: 74] [added: 77] | | |

| Manitoba | | | [removed: 9] [added: 10] | | | 5 | | | 5 | | | [removed: 19] [added: 20] | | |

| Quebec | | | [removed: 57] [added: 59] | | | [removed: 22] [added: 23] | | | 15 | | | [removed: 94] [added: 97] | | |

| Poland | | | [removed: 53] [added: 57] | | | — | | | [removed: 53] [added: 57] | | |

| Austria | | | [removed: 21] [added: 22] | | | — | | | [removed: 21] [added: 22] | | |

| The Netherlands | | | [removed: 17] [added: 19] | | | — | | | [removed: 17] [added: 19] | | |

| Total stores | | | [removed: 655] [added: 88] | | | [removed: 75] | | | [removed: 730] | | | [added: | | | | | | | | |]

| New South Wales | | | [removed: 26] [added: 28] | | | | | | | | | | | | | | | | | |

| Victoria | | | [removed: 21] [added: 23] | | | | | | | | | | | | | | | | | |

| Total stores | | | [removed: 84 | | | | | | | | |] [added: 673] | | | [added: 74] | | | [added: 747] | | |

| California | | | 273 | | | 3 | | | 110 | | | 386 | | |

| Florida | | | 212 | | | — | | | 95 | | | 307 | | |

| Georgia | | | 97 | | | 1 | | | 36 | | | 134 | | |

| Illinois | | | 103 | | | 10 | | | 36 | | | 149 | | |

| Massachusetts | | | 107 | | | 3 | | | 41 | | | 151 | | |

| Michigan | | | 77 | | | 8 | | | 24 | | | 109 | | |

| New York | | | 170 | | | 8 | | | 67 | | | 245 | | |

| Ohio | | | 91 | | | 6 | | | 29 | | | 126 | | |

| Pennsylvania | | | 104 | | | 4 | | | 39 | | | 147 | | |

| Texas | | | 183 | | | 2 | | | 83 | | | 268 | | |

| Virginia | | | 74 | | | 4 | | | 40 | | | 118 | | |

| Total stores | | | 2,603 | | | 145 | | | 1,042 | | | 3,790 | | |

| Ontario | | | 132 | | | 74 | | | 50 | | | 256 | | |

| Total stores | | | 316 | | | 162 | | | 111 | | | 589 | | |

| United Kingdom | | | 357 | | | 72 | | | 429 | | |

| Germany | | | 191 | | | — | | | 191 | | |

| California | | | 273 | | | — | | | 104 | | | 377 | | |

| Florida | | | 208 | | | — | | | 92 | | | 300 | | |

| Georgia | | | 95 | | | 1 | | | 34 | | | 130 | | |

| Illinois | | | 100 | | | 9 | | | 36 | | | 145 | | |

| Massachusetts | | | 108 | | | 3 | | | 41 | | | 152 | | |

| Michigan | | | 76 | | | 7 | | | 23 | | | 106 | | |

| New York | | | 169 | | | 8 | | | 66 | | | 243 | | |

| Ohio | | | 90 | | | 5 | | | 29 | | | 124 | | |

| Pennsylvania | | | 103 | | | 4 | | | 38 | | | 145 | | |

| Texas | | | 179 | | | — | | | 81 | | | 260 | | |

| Virginia | | | 72 | | | 4 | | | 39 | | | 115 | | |

| Total stores | | | 2,563 | | | 117 | | | 1,015 | | | 3,695 | | |

| Ontario | | | 129 | | | 73 | | | 50 | | | 252 | | |

| Total stores | | | 307 | | | 160 | | | 109 | | | 576 | | |

| United Kingdom | | | 355 | | | 73 | | | 428 | | |

| Germany | | | 182 | | | — | | | 182 | | |

The approximate number of common shareholders of record at [removed: February 1, 2025] [added: January 31, 2026] was [removed: 1,800.][added: 1,695.]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2025] [added: 2026] and the average price paid per share are as follows:

(c)In February [removed: 2025,] [added: 2026,] we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional [removed: $2.5] [added: $3] billion of our common stock from time to time.

Under this program and previously announced programs, we had approximately [removed: $3.6] [added: $4.1] billion available for repurchase as of [removed: February 1, 2025.][added: January 31, 2026.]

| November 2, 2025 through November 29, 2025 | | | 882,442 | | | $ | 147.43 | | 882,442 | | | $ | 1,723,450,374 | |

| November 30, 2025 through January 3 2026 | | | 2,328,557 | | | $ | 154.51 | | 2,328,557 | | | $ | 1,363,655,394 | |

| January 4, 2026 through January 31, 2026 | | | 1,906,691 | | | $ | 154.09 | | 1,906,691 | | | $ | 4,069,854,572 | |

| Total | | | 5,117,690 | | | | | | 5,117,690 | | | | | |

| November 3, 2024 through November 30, 2024 | | | 1,219,600 | | | $ | 120.61 | | 1,219,600 | | | $ | 1,757,203,298 | |

| December 1, 2024 through January 4, 2025 | | | 3,208,279 | | | $ | 124.30 | | 3,208,279 | | | $ | 1,358,406,178 | |

| January 5, 2025 through February 1, 2025 | | | 2,513,564 | | | $ | 121.98 | | 2,513,564 | | | $ | 3,551,805,664 | |

| Total | | | 6,941,443 | | | | | | 6,941,443 | | | | | |

The information required by this Item may be found on pages [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_175)[1](#i888e981245634b06b4c016ee13d4f1a5_175)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_175)[1](#iaa4da8f5ecab4f84959e26e616674cb6_175)] through [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_241)[36](#i888e981245634b06b4c016ee13d4f1a5_241)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_241)[38](#iaa4da8f5ecab4f84959e26e616674cb6_241)] of this annual report on Form 10-K.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the [removed: fourth quarter of] fiscal [removed: 2025] [added: quarter ended January 31, 2026] identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: February 1, 2025] [added: January 31, 2026] based on criteria established in *Internal Control—Integrated Framework 2013* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of [removed: February 1, 2025.][added: January 31, 2026.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the Consolidated Financial Statements contained herein, has audited the effectiveness of our internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

During the fiscal quarter ended [removed: February 1, 2025,] [added: January 31, 2026,] none of our directors or officers adopted, [added: materially] modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K under the Exchange Act.

TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended [removed: February 1, 2025] [added: January 31, 2026] (“Proxy Statement”).

The other information required by this Item and not given in this Item will appear under the headings “Election of [removed: Directors” and] [added: Directors,”] “Corporate [removed: Governance,” including in “Board Leadership and Committees,”] [added: Governance”] and “Audit and Finance Committee Report,” [added: including in “Board Leadership and Committees,”] “Governance Policies and Practices” and, if applicable, “Beneficial Ownership” in our Proxy Statement, which sections are incorporated herein by reference.

The information required by this Item will appear under the heading “Election of Directors,” including in [removed: “Board Independence”] [added: “Independence”] and under the heading “Corporate Governance,” including in “Transactions with Related Persons” in our Proxy Statement, which sections are incorporated herein by reference.

| [removed: Fiscal] [added: Fiscal] Year Ended February 1, [removed: 2025] [added: 2025] | | | [removed: $] [added: $] | [removed: 150] [added: 150] | | [removed: $] [added: $] | [removed: 5,700] [added: 5,700] | | [removed: $] [added: $] | [removed: 5,699] [added: 5,699] | | [removed: $] [added: $] | [removed: 151] [added: 151] | |

| 10.05 | | | [The Letter Agreement dated January 31, 2025 between Carol Meyrowitz and [removed: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit1005.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit1005.htm)] | | | [added: 10-K] | | | [added: 10.05] | | | [added: 4/2/2025] | | |

| 10.09 | | | [The Letter Agreement dated January 31, 2025 between Ernie Herrman and [removed: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit1009.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit1009.htm)] | | | [added: 10-K] | | | [added: 10.09] | | | [added: 4/2/2025] | | |

| 10.14 | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 2, [removed: 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)] [added: 2024*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)] | | | 10-K | | | 10.17 | | | 4/3/2024 | | |

| 10.15 | | | [The Executive Severance and Change of Control Plan effective September 19, [removed: 2022](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm)] [added: 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm)] | | | 10-K | | | 10.18 | | | 4/3/2024 | | |

| 10.16 | | | [The Offer Letter Agreement dated February 2, 2024 between John Klinger and [removed: TJX](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)] | | | 10-K | | | 10.19 | | | 4/3/2024 | | |

| 10.22 | | | [The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 2, [removed: 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm)] [added: 2024*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm)] | | | 10-K | | | 10.25 | | | 4/3/2024 | | |

| [removed: 10.24] [added: 10.25] | | | [The Stock Incentive Plan Rules for U.K. Employees, effective as of September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex103.htm) | | | 10-Q | | | 10.3 | | | 11/29/2022 | | |

| [removed: 10.25] [added: 10.26] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015*](https://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm) | | | 10-Q | | | 10.2 | | | 12/1/2015 | | |

| [removed: 10.26] [added: 10.27] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex102.htm) | | | 10-Q | | | 10.2 | | | 11/29/2022 | | |

| [removed: 10.27] [added: 10.28] | | | [The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman*](https://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1019.htm) | | | 10-K | | | 10.19 | | | 3/29/2016 | | |

| [removed: 10.28] [added: 10.29] | | | [The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex102.htm) | | | 10-Q | | | 10.2 | | | 5/27/2022 | | |

| [removed: 10.29] [added: 10.30] | | | [The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex103.htm) | | | 10-Q | | | 10.3 | | | 5/27/2022 | | |

| [removed: 10.30] [added: 10.31] | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*](https://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm) | | | 10-K | | | 10.20 | | | 3/31/2015 | | |

| [removed: 10.31] [added: 10.32] | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016*](https://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm) | | | 10-Q | | | 10.2 | | | 8/26/2016 | | |

| [removed: 10.32] [added: 10.33] | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of January 1, 2024*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000060/tjx-20231028xex101.htm) | | | 10-Q | | | 10.1 | | | 11/29/2023 | | |

| [removed: 10.33] [added: 10.34] | | | [The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1022.htm) | | | 10-K | | | 10.22 | | | 4/2/2013 | | |

| [removed: 10.34] [added: 10.35] | | | [The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999*](https://www.sec.gov/Archives/edgar/data/109198/0000950135-99-002215.txt) | | | 10-K | | | 10.9 | | | 4/29/1999 | | |

| [removed: 10.35] [added: 10.36] | | | [The Second Amendment to the GDCP, effective January 1, 2000*](https://www.sec.gov/Archives/edgar/data/109198/000095013500002394/0000950135-00-002394.txt) | | | 10-K | | | 10.10 | | | 4/28/2000 | | |

| [removed: 10.36] [added: 10.37] | | | [The Third and Fourth Amendments to the GDCP*](https://www.sec.gov/Archives/edgar/data/109198/000095013506001903/b58738tjexv10w17.txt) | | | 10-K | | | 10.17 | | | 3/29/2006 | | |

| [removed: 10.37] [added: 10.38] | | | [The Fifth Amendment to the GDCP, effective January 1, 2008*](https://www.sec.gov/Archives/edgar/data/109198/000095013509002399/b73492tjexv10w17.htm) | | | 10-K | | | 10.17 | | | 3/31/2009 | | |

| [removed: 10.38] [added: 10.39] | | | [The Supplemental Executive Retirement Plan (2015 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000119312515206466/d928268dex103.htm) | | | 10-Q | | | 10.3 | | | 5/29/2015 | | |

| [removed: 10.39] [added: 10.40] | | | [The Executive Savings Plan (As Amended and Restated, Effective January 1, [removed: 2022) (the ESP)*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1046.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1046.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1046.htm)] | | | 10.K | | | 10.46 | | | 3/30/2022 | | |

| [removed: 10.40] [added: 10.41] | | | [The First Amendment to the Executive Savings Plan, effective April 1, 2023*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000031/tjx-2023429xex101.htm) | | | 10-Q | | | 10.1 | | | 5/26/2023 | | |

| [removed: 10.41] [added: 10.42] | | | [The Second Amendment to the Executive Savings Plan, effective January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1049.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1049.htm)] [added: 2024*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1049.htm)] | | | 10-K | | | 10.49 | | | 4/3/2024 | | |

| [removed: 10.42] [added: 10.43] | | | [The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX and Fidelity Management Trust Company*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000004/tjx-20230128exhibit1055.htm) | | | 10-K | | | 10.55 | | | 3/29/2023 | | |

| [removed: 10.43] [added: 10.44] | | | The Form of TJX Indemnification Agreement for its executive officers and directors*(p) | | | 10-K | | | 10(r) | | | 4/27/1990 | | |

| [removed: 10.44] [added: 10.45] | | | [2026 Revolving Credit Agreement, dated June 25, 2021, by and among the TJX Companies, Inc., the lenders from time to time party thereto, U.S. Bank National Association, as administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents](https://www.sec.gov/Archives/edgar/data/0000109198/000119312521202939/d169110dex101.htm) | | | 8-K | | | 10.1 | | | 6/29/2021 | | |

| [removed: 10.45] [added: 10.46] | | | [First Amendment to 2026 Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent, and each of the lenders party thereto](https://www.sec.gov/Archives/edgar/data/109198/000010919823000031/tjx-2023429xex103.htm) | | | 10-Q | | | 10.3 | | | 5/26/2023 | | |

| [removed: 10.46] [added: 10.47] | | | [2028 Amended and Restated Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent, and each of the lenders party thereto](https://www.sec.gov/Archives/edgar/data/109198/000010919823000031/tjx-2023429xex102.htm) | | | 10-Q | | | 10.2 | | | 5/26/2023 | | |

| 19.1 | | | [Insider Trading [removed: Policy, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit191.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit191.htm)] | | | [added: 10-K] | | | [added: 19.1] | | | [added: 4/2/2025] | | |

| 19.2 | | | [Pre-clearance Trading [removed: Policy, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit192.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit192.htm)] | | | [added: 10-K] | | | [added: 19.2] | | | [added: 4/2/2025] | | |

| 21 | | | [Subsidiaries of TJX, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit21.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit21.htm)] | | | | | | | | | | | |

| 23 | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit23.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit23.htm)] | | | | | | | | | | | |

| 24 | | | [Power of Attorney given by the Directors and certain Executive Officers of TJX, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit24.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit24.htm)] | | | | | | | | | | | |

| 31.1 | | | [Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit311.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit311.htm)] | | | | | | | | | | | |

| 31.2 | | | [Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit312.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit312.htm)] | | | | | | | | | | | |

| 32.1 | | | [Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit321.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit321.htm)] | | | | | | | | | | | |

| 32.2 | | | [Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201exhibit322.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131exhibit322.htm)] | | | | | | | | | | | |

| 101 | | | The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended [removed: February 1, 2025,] [added: January 31, 2026,] formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements | | | | | | | | | | | |

| Fiscal Year Ended January 31, 2026 | | | $ | 151 | | $ | 5,816 | | $ | 5,817 | | $ | 150 | |

| 10.24 | | | [The First Amendment to the Stock Incentive Plan (2022 Restatement) effective as of January 30, 2026, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919826000008/tjx-20260131xexhibit1024.htm) | | | | | | | | | | | |

| 10.48 | | | [First Amendment to 2029 Amended and Restated Revolving Credit Agreement, dated as of May 9, 2025, among the Company, U.S. Bank, as administrative agent, the lenders party thereto, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., Deutsche Bank Securities, Inc., and JPMorgan Chase Bank, N.A., as co-documentation agents.](https://www.sec.gov/Archives/edgar/data/109198/000010919825000033/exhibit101-firstamendmentt.htm) | | | 8-K | | | 10.1 | | | 5/9/2025 | | |

| 10.49 | | | [Second Amendment to 2030 Revolving Credit Agreement, dated as of May 9, 2025, among the Company, U.S. Bank, as administrative agent, swing](https://www.sec.gov/Archives/edgar/data/109198/000010919825000033/exhibit102-secondamendment.htm) [](https://www.sec.gov/Archives/edgar/data/109198/000010919825000033/exhibit102-secondamendment.htm)[line lender and a letter of credit issuer, the lenders party thereto, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-documentation agents and letter of credit issuers, Deutsche Bank Securities, Inc., as a co-documentation agent and Deutsche Bank AG New York Branch, as a letter of credit issuer.](https://www.sec.gov/Archives/edgar/data/109198/000010919825000033/exhibit102-secondamendment.htm) | | | 8-K | | | 10.2 | | | 5/9/2025 | | |

| Fiscal Year Ended January 28, 2023 | | | $ | 142 | | $ | 5,600 | | $ | 5,594 | | $ | 148 | |

| Dated: | | | [removed: April 2, 2025] [added: March 31, 2026] | | | | | | | | | | | | | | | John Klinger, Chief Financial Officer | | |

| Dated: | | | [removed: April 2, 2025] [added: March 31, 2026] | | | | | | John Klinger, as attorney-in-fact | | |

For Fiscal Years Ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, [removed: 2024 and January 28, 2023.][added: 2024.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i888e981245634b06b4c016ee13d4f1a5_178)] [added: Firm](#iaa4da8f5ecab4f84959e26e616674cb6_178)] (PCAOB ID 238) | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_178)[2](#i888e981245634b06b4c016ee13d4f1a5_178)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_178)[2](#iaa4da8f5ecab4f84959e26e616674cb6_178)] | | |

| [Consolidated Statements of [removed: Income](#i888e981245634b06b4c016ee13d4f1a5_181)] [added: Income](#iaa4da8f5ecab4f84959e26e616674cb6_181)] | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_181)[4](#i888e981245634b06b4c016ee13d4f1a5_181)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_181)[4](#iaa4da8f5ecab4f84959e26e616674cb6_181)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i888e981245634b06b4c016ee13d4f1a5_184)] [added: Income](#iaa4da8f5ecab4f84959e26e616674cb6_184)] | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_184)[5](#i888e981245634b06b4c016ee13d4f1a5_184)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_184)[5](#iaa4da8f5ecab4f84959e26e616674cb6_184)] | | |

| [Consolidated Balance [removed: Sheets](#i888e981245634b06b4c016ee13d4f1a5_187)] [added: Sheets](#iaa4da8f5ecab4f84959e26e616674cb6_187)] | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_187)[6](#i888e981245634b06b4c016ee13d4f1a5_187)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_187)[6](#iaa4da8f5ecab4f84959e26e616674cb6_187)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i888e981245634b06b4c016ee13d4f1a5_190)] [added: Flows](#iaa4da8f5ecab4f84959e26e616674cb6_190)] | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_190)[7](#i888e981245634b06b4c016ee13d4f1a5_190)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_190)[7](#iaa4da8f5ecab4f84959e26e616674cb6_190)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i888e981245634b06b4c016ee13d4f1a5_193)] [added: Equity](#iaa4da8f5ecab4f84959e26e616674cb6_193)] | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_193)[8](#i888e981245634b06b4c016ee13d4f1a5_193)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_193)[8](#iaa4da8f5ecab4f84959e26e616674cb6_193)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i888e981245634b06b4c016ee13d4f1a5_196)] [added: Statements](#iaa4da8f5ecab4f84959e26e616674cb6_196)] | | | [removed: [F-](#i888e981245634b06b4c016ee13d4f1a5_196)[9](#i888e981245634b06b4c016ee13d4f1a5_196)] [added: [F-](#iaa4da8f5ecab4f84959e26e616674cb6_196)[9](#iaa4da8f5ecab4f84959e26e616674cb6_196)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i888e981245634b06b4c016ee13d4f1a5_160)] [added: Accounts](#iaa4da8f5ecab4f84959e26e616674cb6_160)] | | | [removed: [42](#i888e981245634b06b4c016ee13d4f1a5_160)] [added: [42](#iaa4da8f5ecab4f84959e26e616674cb6_160)] | | |

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended [removed: February 1, 2025] [added: January 31, 2026] appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2025] [added: January 31, 2026] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of [removed: $1.6] [added: $1.8] billion for the year ended [removed: February 1, 2025] [added: January 31, 2026] and has a deferred tax liability net of deferred tax assets of [removed: $8] [added: $121] million, including a valuation allowance of [removed: $51] [added: $58] million, as of [removed: February 1, 2025.][added: January 31, 2026.]

| | | | [removed: Fiscal Year Ended] | | | [added: Fiscal Year Ended] | | | | | |

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | February [removed: 3, 2024] [added: 1, 2025] | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| | | | | | | [removed: (53 weeks)] | | | [added: (53 weeks)] | | |

| Net sales | | | $ | [removed: 56,360] [added: 60,372] | | $ | [removed: 54,217] [added: 56,360] | | $ | [removed: 49,936] [added: 54,217] | |

| Cost of sales, including buying and occupancy costs | | | [removed: 39,112] [added: 41,679] | | | [removed: 37,951] [added: 39,112] | | | [removed: 36,149] [added: 37,951] | | |

| Selling, general and administrative expenses | | | [removed: 10,946] [added: 11,515] | | | [removed: 10,469] [added: 10,946] | | | [removed: 8,927] [added: 10,469] | | |

| Interest (income) expense, net | | | [removed: (181)] [added: (121)] | | | [removed: (170)] [added: (181)] | | | [removed: 6] [added: (170)] | | |

| Income before income taxes | | | [removed: 6,483] [added: 7,299] | | | [removed: 5,967] [added: 6,483] | | | [removed: 4,636] [added: 5,967] | | |

| Provision for income taxes | | | [removed: 1,619] [added: 1,805] | | | [removed: 1,493] [added: 1,619] | | | [removed: 1,138] [added: 1,493] | | |

| Net income | | | $ | [removed: 4,864] [added: 5,494] | | $ | [removed: 4,474] [added: 4,864] | | $ | [removed: 3,498] [added: 4,474] | |

| Basic earnings per share | | | $ | [removed: 4.31] [added: 4.93] | | $ | [removed: 3.90] [added: 4.31] | | $ | [removed: 3.00] [added: 3.90] | |

| Weighted average common shares – basic | | | [removed: 1,128] [added: 1,114] | | | [removed: 1,146] [added: 1,128] | | | [removed: 1,166] [added: 1,146] | | |

| Diluted earnings per share | | | $ | [removed: 4.26] [added: 4.87] | | $ | [removed: 3.86] [added: 4.26] | | $ | [removed: 2.97] [added: 3.86] | |

| Weighted average common shares – diluted | | | [removed: 1,142] [added: 1,128] | | | [removed: 1,159] [added: 1,142] | | | [removed: 1,178] [added: 1,159] | | |

| Additions to other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax: | | | | | | | | | | | |

| Foreign currency translation adjustments, net of related tax [added: provision of $4 in fiscal 2026 and tax] benefits of [removed: $8, $1] [added: $8] and [removed: $7] [added: $1] in fiscal [removed: 2025, 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: (105)] [added: 245] | | | [removed: 30] [added: (105)] | | | [removed: (56)] [added: 30] | | |

| Recognition of net gains/(losses) on benefit obligations, net of related tax provisions of [removed: $10, $16] [added: $5, $10] and [removed: $41] [added: $16] in fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 27] [added: 14] | | | [removed: 43] [added: 27] | | | [removed: 121] [added: 43] | | |

| Reclassifications from other comprehensive [removed: (loss)] income [added: (loss), net of tax,] to net income: | | | | | | | | | | | |

| Amortization of prior service cost and deferred [removed: gains,] [added: gains/(losses),] net of related tax [added: provision of $1 in fiscal 2026, tax] benefit of $1 in fiscal 2025 and tax [removed: provisions] [added: provision] of $1 [removed: and $6] in fiscal 2024 [removed: and 2023, respectively] | | | [removed: 1] [added: (1)] | | | 1 | | | [removed: 16] [added: 1] | | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | [removed: (77)] [added: 258] | | | [removed: 74] [added: (77)] | | | [removed: 81] [added: 74] | | |

| Total comprehensive income | | | $ | [removed: 4,787] [added: 5,752] | | $ | [removed: 4,548] [added: 4,787] | | $ | [removed: 3,579] [added: 4,548] | |

| | | | [removed: February] [added: | | | February] 1, [removed: 2025] [added: 2025] | | | February 3, 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 5,335] [added: 6,230] | | $ | [removed: 5,600] [added: 5,335] | |

| Accounts receivable, net | | | [removed: 549] [added: 602] | | | [removed: 529] [added: 549] | | |

| | | | January 31, 2026 | | | February 1, 2025 | | |

| Current portion of long-term debt | | | 999 | | | — | | |

| Net income | | | — | | | — | | | — | | | — | | | 5,494 | | | 5,494 | | |

| Common stock repurchased and retired | | | (19) | | | (19) | | | (454) | | | — | | | (2,049) | | | (2,522) | | |

| Balance, January 31, 2026 | | | 1,107 | | | $ | 1,107 | | $ | — | | $ | (351) | | $ | 9,434 | | $ | 10,190 | |

| In millions | | | January 31, 2026 | | | February 1, 2025 | | |

TJX also recognized approximately $2 billion in gift card revenue in fiscal 2024.

| | | | January 31, 2026 | | | | | | | | | | | | February 1, 2025 | | | | | | | | | | | | | | | | | |

During fiscal 2025, the Company completed an investment for a 49% ownership stake in Multibrand Outlet Stores S.A.P de C.V. (“MOS”), through a joint venture with Grupo Axo, S.A.P.I de C.V. (“AXO”).

For the fiscal year ended January 31, 2026, the carrying value of the Company’s equity investment in MOS was $218 million, which exceed its share of MOS’ net assets by approximately $181 million.

The carrying value of this equity investment is adjusted for the Company’s share of MOS’s results, tradename amortization, cumulative translation adjustments and additional capital contributions.

For the fiscal year ended January 31, 2026, the carrying value of the Company’s equity investment in BFL was $348 million, which exceed its share of BFL net assets by approximately $301 million.

The carrying value of this equity investment is adjusted for the Company’s share of BFL’s results and tradename amortization.

The earnings from these investments did not have a material impact on the Company’s results for the fiscal year ended January 31, 2026.

Litigation Settlement Related to Credit Card Interchange Fees

During the fourth quarter of fiscal 2026, the Company entered into a settlement agreement to resolve litigation related to credit card interchange fees in which the Company was a plaintiff.

The settlement resulted in a non-recurring gain of $419 million, net of legal expenses, which was recognized within SG&A expenses.

Subsequent Event

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

This ruling may allow for the recovery of IEEPA tariff amounts previously paid.

The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S. government, and may be subject to further legal and regulatory developments.

The Company is currently evaluating the impact of this ruling on its business and consolidated financial statements.

Improvements to Accounting for Internal-Use Software

In September 2025, the FASB issued new guidance to modernize the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development.

This standard is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted.

In March 2025, the SEC withdrew its defense of the rules in the pending litigation and, in July 2025, filed a status report requesting that the U.S. Court of Appeals for the Eighth Circuit (the "Eighth Circuit") proceed with the case and issue an opinion on the challenges to the rules.

In September 2025, the Eighth Circuit denied the SEC's request to proceed with the case and issued an order staying the litigation until the SEC either renews its defense of the rules or revised the rules via notice-and-comment rulemaking.

The Company is continuing to monitor the status.

Amounts included in Accumulated other comprehensive (loss) income are recorded net of taxes.

| Balance, January 31, 2026 | | | $ | (374) | | $ | 23 | | | | | $ | (351) | |

| | | | | | | | | | (53 weeks) | | |

| Net income | | | $ | 5,494 | | $ | 4,864 | | $ | 4,474 | |

| Basic earnings per share | | | $ | 4.93 | | $ | 4.31 | | $ | 3.90 | |

| Net income | | | $ | 5,494 | | $ | 4,864 | | $ | 4,474 | |

| Weighted average common shares outstanding for basic earnings per share calculation | | | 1,114 | | | 1,128 | | | 1,146 | | |

| Diluted earnings per share | | | $ | 4.87 | | $ | 4.26 | | $ | 3.86 | |

| | | | A$ | | | 240 | | | U.S.$ | | | 160 | | | 0.6648 | | | (Accrued Exp) | | | — | | | (6.9) | | | (6.9) | | |

| | | | € | | | 200 | | | U.S.$ | | | 234 | | | 1.1718 | | | (Accrued Exp) | | | — | | | (3.2) | | | (3.2) | | |

| | | | € | | | 111 | | | £ | | | 96 | | | 0.8680 | | | Prepaid Exp | | | 0.2 | | | — | | | 0.2 | | |

| Intercompany balances in TJX International: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

April 2, 2025

| Impairment on equity investment | | | — | | | — | | | 218 | | |

| Balance, January 29, 2022 | | | 1,181 | | | $ | 1,181 | | $ | — | | $ | (687) | | $ | 5,509 | | $ | 6,003 | |

| Common stock repurchased | | | (35) | | | (35) | | | (401) | | | — | | | (1,819) | | | (2,255) | | |

In addition to the deferred gift card activity presented in the table above, TJX recognized approximately $1.9 billion in fiscal 2023.

| | | | | | | | | | | | | | | |

As of February 1, 2025, the revaluation of the investment from Mexican Pesos to the U.S. dollar resulted in a cumulative translation loss and reduced the carrying value of the investment by $11 million.

The investment did not have a material impact on its fiscal 2025 results.

This investment is accounted for under the equity method of accounting and is recorded in Other assets on the Consolidated Balance Sheets.

TJX will report the results of its share of the investment with BFL on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.

Earnings from the investment in BFL will be recorded in Selling, general & administrative expenses on the Consolidated Statement of Income.

*Familia*

In fiscal 2020, the Company acquired a minority ownership stake in privately held Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores throughout Russia.

During fiscal 2023, the Company announced that it had committed to divesting its minority investment, resulting in an impairment charge of $218 million representing the entire carrying value of the Company’s investment.

Additionally, the Company realized a $54 million tax benefit when the Company completed the divestiture of this investment during the third quarter ended October 29, 2022.

See Note F—Fair Value Measurements for additional information.

The Company is currently monitoring the status of these rules and any potential impact on its Consolidated Financial Statements and financial statement disclosures.

Improvements to Reportable Segment Disclosures

The new standard improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses.

Amounts included in Accumulated other comprehensive (loss) income relate to the Company’s foreign currency translation adjustments and deferred gains/(losses) on pension and other post-retirement obligations, all of which are recorded net of the related income tax effects.

| Balance, January 29, 2022 | | | $ | (488) | | $ | (199) | | | | | $ | (687) | |

| | | | A$ | | | 140 | | | U.S.$ | | | 95 | | | 0.6751 | | | Prepaid Exp | | | 2.7 | | | — | | | 2.7 | | |

| | | | U.S.$ | | | 70 | | | £ | | | 55 | | | 0.7898 | | | (Accrued Exp) | | | — | | | (0.2) | | | (0.2) | | |

| | | | £ | | | 100 | | | U.S.$ | | | 127 | | | 1.2727 | | | Prepaid Exp | | | 0.8 | | | — | | | 0.8 | | |

| | | | € | | | 200 | | | U.S.$ | | | 219 | | | 1.0969 | | | Prepaid Exp / (Accrued Exp) | | | 3.0 | | | (0.3) | | | 2.7 | | |

| | | | C$ | | | 668 | | | U.S.$ | | | 495 | | | 0.7408 | | | Prepaid Exp / (Accrued Exp) | | | 1.4 | | | (3.6) | | | (2.2) | | |

| | | | C$ | | | 29 | | | € | | | 20 | | | 0.6797 | | | (Accrued Exp) | | | — | | | (0.3) | | | (0.3) | | |

| | | | £ | | | 353 | | | U.S.$ | | | 443 | | | 1.2549 | | | Prepaid Exp / (Accrued Exp) | | | 1.5 | | | (5.0) | | | (3.5) | | |

| | | | zł | | | 508 | | | £ | | | 98 | | | 0.1930 | | | Prepaid Exp / (Accrued Exp) | | | 0.0 | | | (3.1) | | | (3.1) | | |

| | | | U.S.$ | | | 109 | | | € | | | 100 | | | 0.9191 | | | Prepaid Exp / (Accrued Exp) | | | 0.3 | | | (1.0) | | | (0.7) | | |

| Nonvested at beginning of year | | | 1,280 | | | 1,063 | | | 2,343 | | | $ | 67.76 | |

| Granted | | | 292 | | | 300 | | | 592 | | | 99.47 | | |

| Vested | | | (413) | | | (285) | | | (698) | | | 65.53 | | |

| Forfeited | | | (18) | | | (7) | | | (25) | | | 78.36 | | |

| Discount rate | | | 5.70 | | % | 5.40 | | % | 3.40 | | % | 5.80 | | % | 5.60 | | % | 3.30 | | % |

| 2030 | | | 101 | | | 8 | | |

| 2031 through 2035 | | | 534 | | | 41 | | |

| | | | Funded Plan at February 3, 2024 | | | | | | | | |

In January 2025, the Pension Benefit Guaranty Corporation announced that it approved an application by the Legacy Plan of the UNITE HERE Retirement Fund for Special Financial Assistance under the American Rescue Plan Act of 2021.

| 2026 | | | $ | — | |