TJX Companies 10-Q 2025-05-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(mark one)

For the quarterly period ended May 3, 2025

OR

For the transition period from to

Commission file number 1-4908

The TJX Companies, Inc.

(Exact name of registrant as specified in its charter)

(508) 390-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of registrant’s common stock outstanding as of May 23, 2025: 1,115,615,624

The TJX Companies, Inc.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

IN MILLIONS EXCEPT PER SHARE AMOUNTS

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

IN MILLIONS

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

IN MILLIONS, EXCEPT SHARE AMOUNTS

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

IN MILLIONS

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The Thirteen Weeks (first quarter) Ended May 3, 2025

Compared to

The Thirteen Weeks (first quarter) Ended May 4, 2024

OVERVIEW

We are the leading off-price apparel and home fashions retailer in the U.S. and worldwide. Our mission is to deliver great value to our customers every day. We do this by selling a rapidly changing assortment of apparel, home fashions and other 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 through our stores and six e-commerce sites. We operate over 5,100 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). In addition to our four segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

RESULTS OF OPERATIONS

As an overview of our financial performance, results for the quarter ended May 3, 2025 include the following:

–Net sales increased 5% to $13.1 billion for the first quarter of fiscal 2026 versus last year’s first quarter sales of $12.5 billion. As of May 3, 2025, both the number of stores in operation and the selling square footage increased 3% compared to the end of the first quarter of fiscal 2025.

*–*Consolidated comp sales increased 3% for the first quarter of fiscal 2026. See Net Sales below for our definition of comp sales.

*–*Diluted earnings per share for the first quarter of fiscal 2026 were $0.92 versus $0.93 in the first quarter of fiscal 2025.

*–*Pre-tax profit margin (the ratio of pre-tax income to net sales) for the first quarter of fiscal 2026 was 10.3%, a 0.8 percentage point decrease compared with 11.1% in the first quarter of fiscal 2025.

–Our cost of sales, including buying and occupancy costs, ratio for the first quarter of fiscal 2026 was 70.5%, a 0.5 percentage point increase compared with 70.0% in the first quarter of fiscal 2025.

–Our selling, general and administrative (“SG&A”) expense ratio for the first quarter of fiscal 2026 was 19.4%, a 0.2 percentage point increase compared with 19.2% in the first quarter of fiscal 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 sites, were up 7% at the end of the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. Starting in the first quarter of fiscal 2026, Sierra stores are included in the consolidated average per store inventories.

–During the first quarter of fiscal 2026, we returned $1 billion to our shareholders through share repurchases and dividends.

Recent Events and Trends

Global Economic Conditions and Tariffs

We continue to closely monitor changes in international trade relations, economic and monetary policies, or legislation and regulations including those related to tariffs on imports from China and other countries. The tariffs have led to significant volatility in the global economy, and the extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain. Our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs is a key factor. We are implementing and considering additional measures that seek to mitigate the impact of tariffs. However, the overall impact depends on a range of factors, including trade negotiations between the U.S. and other countries, responses of other countries, exceptions that could be granted, and cost of alternative sources of merchandise. It is possible that some of the actions we might take to adapt could increase risk, drive a modification of our operations that might be time-consuming or expensive, or possibly impact pricing on certain items, which could impact our business. Uncertainty remains regarding the continued impact on our direct imports, indirect imports, vendor and competitor pricing, consumer demand, tariff pass-throughs, and reciprocal or retaliatory tariffs.

Operating Results as a Percentage of Net Sales

The following table sets forth our consolidated operating results as a percentage of net sales:

*Figures may not foot due to rounding.

Net Sales

Net sales for the quarter ended May 3, 2025 totaled $13.1 billion, a 5% increase versus first quarter fiscal 2025 net sales of $12.5 billion. This increase reflects a 3% increase in comp sales, a 2% increase from non-comp sales and a neutral impact from foreign currency. Net sales from our e-commerce sites combined amounted to approximately 2% of total sales for each of the first quarters of fiscal 2026 and fiscal 2025.

Comp sales increased 3% for the first quarter of fiscal 2026 and increased 3% for the first quarter of fiscal 2025. Both home comp sales growth (as defined below) and apparel comp sales growth (as defined below) generally performed in line with the overall comp sales increase for the first quarter of fiscal 2026. Comp sales for the first quarter of fiscal 2026 were driven by an increase in customer transactions.

As of May 3, 2025, both our store count and selling square footage increased 3% compared to the end of the first quarter last year.

Definition of Comparable Sales

We define comparable sales, or comp sales, to be sales of stores and e-commerce sites that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores or e-commerce sites that are starting their third fiscal year of operation. In any given fiscal year, we calculate comp 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 sales percentage is immaterial. 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.

Sales excluded from comp sales (“non-comp sales”) consist of sales from:

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

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

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

Comp sales of our foreign segments are calculated on a constant currency basis. We define constant currency basis as translating the current year’s results using the prior year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more appropriate measure of performance.

Comp sales may be referred to as “same store” sales by other retail companies. The method for calculating comp sales varies across the retail industry; therefore, our measure of comp sales may not be comparable to that of other retail companies. Comparable sales for a category such as home or apparel include sales from merchandise within such category combined across all divisions that fall within the Company’s definition of comparable sales for such period.

We define customer transactions to be the number of transactions in stores or online included in the comp sales calculation. We define average ticket to be the average retail price of the units sold. We define average basket to be the average dollar value of transactions.

Impact of Foreign Currency Exchange Rates

Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies. We specifically refer to “foreign currency” as the impact of translational foreign currency exchange and mark-to-market of inventory derivatives, as described in detail below. This does not include the impact foreign currency exchange rates can have on various transactions that are denominated in a currency other than an operating division's local currency, which is referred to as “transactional foreign exchange,” and also described below.

Translation Foreign Exchange

In our Consolidated Financial Statements, we translate the operations of TJX Canada and TJX International from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations in assets, liabilities, net sales, net income and earnings per share as well as the net sales and operating results of these segments. Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a given period.

Mark-to-Market Inventory Derivatives

We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected hedge accounting for these instruments, as defined by U.S. generally accepted accounting principles (“GAAP”), we record a mark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of the mark-to-market adjustment is effectively offset when the inventory being hedged is paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The mark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report.

Transactional Foreign Exchange

When discussing the impact on our results of the effect of foreign currency exchange rates on certain transactions, we refer to it as “transactional foreign exchange”. This primarily includes the impact that foreign currency exchange rates may have on the year-over-year comparison of merchandise margin as well as “foreign currency gains and losses” on transactions that are denominated in a currency other than the operating division's local currency. These two items can impact segment margin comparison of our foreign divisions and we have highlighted them when they are meaningful to understanding operating trends.

Cost of Sales, Including Buying and Occupancy Costs

Cost of sales, including buying and occupancy costs, as a percentage of net sales was 70.5% for the first quarter of fiscal 2026, an increase of 0.5 percentage points compared to 70.0% for the first quarter of fiscal 2025.

The increase in the cost of sales ratio, including buying and occupancy costs, for the first quarter of fiscal 2026 was attributable to the unfavorable year-over-year impact related to the mark-to-market adjustments on inventory hedges.

Selling, General and Administrative Expenses

SG&A expenses, as a percentage of net sales, was 19.4% for the first quarter of fiscal 2026, an increase of 0.2 percentage points compared to 19.2% for the first quarter of fiscal 2025.

The increase in the SG&A ratio for the first quarter of fiscal 2026 was due to the year-over-year impact from an employee retention credit reserve release benefit last year and incremental store wage and payroll costs.

Interest (Income) Expense, net

The components of interest (income) expense, net are summarized below:

Interest (income) expense, net decreased for the first quarter of fiscal 2026 compared to the same period in fiscal 2025, primarily due to a decrease in interest income driven by a decrease in prevailing rates and a lower average cash balance.

Provision for Income Taxes

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. These changes did not have a material impact on our effective tax rate, results of operations or financial position for the first quarter of fiscal 2026 and are not expected to have a significant impact to the full fiscal year. We continue to evaluate the impacts of proposed and enacted legislation for the jurisdictions in which TJX operates.

The effective income tax rate was 23.0% for the first quarter of fiscal 2026 and 23.0% for the first quarter of fiscal 2025. There were no significant changes to our effective income tax rate for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.

Net Income and Diluted Earnings Per Share

Net income was $1.0 billion, or $0.92 per diluted share, and $1.1 billion, or $0.93 per diluted share, for the first quarter of fiscal 2026 and fiscal 2025, respectively. Foreign currency had a $0.02 negative impact on diluted earnings per share for the first quarter of fiscal 2026 and a $0.01 positive impact on diluted earnings per share for the first quarter of fiscal 2025.

Segment Information

We operate four segments. In the United States, our Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and our HomeGoods segment operates HomeGoods and Homesense. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to our four segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income or loss before general corporate expense and interest (income) expense, net, and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other companies. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measures of performance should not be considered an alternative to net income or cash flows from operating activities, as an indicator of our performance or as a measure of liquidity.

Presented below is selected financial information related to our segments.

U.S. SEGMENTS

Marmaxx

Net Sales

Net sales for Marmaxx were $8.1 billion for the first quarter of fiscal 2026, an increase of 4% compared to $7.8 billion for the first quarter of fiscal 2025. This increase in the first quarter reflects a 2% increase from comp sales and a 2% increase from non-comp sales.

For the first quarter, the increase in comp sales was driven by an increase in customer transactions and an increase in average basket. Both Marmaxx home and apparel comp sales growth generally performed in line with the overall comp sales increase for the first quarter of fiscal 2026. Geographically, comp sales growth was strongest in the West and South regions for the first quarter of fiscal 2026.

Segment Profit Margin

Segment profit margin decreased to 13.7% for the first quarter of fiscal 2026 compared to 14.2% for the same period last year. The decrease in segment profit margin for the first quarter of fiscal 2026 was primarily driven by expense deleverage on occupancy and administrative costs and the year-over-year impact from an employee retention credit reserve release benefit last year.

Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented approximately 3% of Marmaxx’s net sales for the first quarter of fiscal 2026 and fiscal 2025, and did not have a significant impact on year-over-year segment margin comparisons.

HomeGoods

Net Sales

Net sales for HomeGoods were $2.3 billion for the first quarter of fiscal 2026, an increase of 8%, compared to $2.1 billion for the first quarter of fiscal 2025. This increase in the first quarter reflects a 4% increase from comp sales and a 4% increase from non-comp sales.

For the first quarter of fiscal 2026, the increase in comp sales was driven by an increase in customer transactions. Geographically, comp sales growth was strongest in the West region for the first quarter of fiscal 2026.

Segment Profit Margin

Segment profit margin increased to 10.2% for the first quarter of fiscal 2026 compared to 9.5% for the same period last year. This increase in segment profit margin for the first quarter of fiscal 2026 was primarily driven by lower supply chain costs, partially offset by the year-over-year impact from an employee retention credit reserve release benefit last year.

FOREIGN SEGMENTS

TJX Canada

Net Sales

Net sales for TJX Canada were $1.1 billion for the first quarter of fiscal 2026, an increase of 3%, compared to $1.1 billion for the first quarter of fiscal 2025. This increase in the first quarter reflects a 5% increase in comp sales, a 2% increase in non-comp sales, partially offset by a negative foreign currency impact of 4%.

The increase in comp sales for the first quarter of fiscal 2026 was driven by an increase in customer transactions.

Segment Profit Margin

Segment profit margin decreased to 10.7% for the first quarter of fiscal 2026 compared to 12.3% for the same period last year. This decrease for the first quarter of fiscal 2026 was primarily driven by lower merchandise margin and the unfavorable impact of transactional foreign exchange. Merchandise margin reflects higher markdowns and the negative impact of transactional foreign exchange on the cost of merchandise within markon.

TJX International

Net Sales

Net sales for TJX International were $1.7 billion for the first quarter of fiscal 2026, an increase of 8%, compared to $1.5 billion for the first quarter of fiscal 2025. This increase in the first quarter reflects a 5% increase in comp sales, a 2% increase in non-comp sales and a positive foreign currency impact of 1%.

The increase in comp sales for the first quarter was driven by an increase in customer transactions.

E-commerce sales represented approximately 4% of TJX International’s net sales for the first quarter of fiscal 2026 and fiscal 2025.

Segment Profit Margin

Segment profit margin increased to 4.3% for the first quarter of fiscal 2026 compared to 4.0% for the same period last year. This increase for the first quarter of fiscal 2026 was primarily due to lower administrative costs and favorable occupancy costs, partially offset by incremental store wage and payroll costs.

GENERAL CORPORATE EXPENSE

General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our segments. General corporate expenses are primarily included in SG&A expenses. The mark-to-market adjustment of our fuel and inventory hedges is included in cost of sales, including buying and occupancy costs.

The increase in general corporate expense for the first quarter of fiscal 2026 was primarily driven by the unfavorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges and fuel hedges.

ANALYSIS OF FINANCIAL CONDITION

Liquidity and Capital Resources

Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of May 3, 2025, there were no short-term bank borrowings or commercial paper outstanding. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended May 3, 2025, as described in Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our operating needs for the foreseeable future.

As of May 3, 2025, we held $4.3 billion in cash. Approximately $1.2 billion of our cash was held by our foreign subsidiaries with $748 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 May 3, 2025. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.

We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. Periodically, we have used, and in the future we may again use, operating cash flow and cash on hand to repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and other factors. As such, we may, from time to time, seek to retire, redeem, prepay or purchase our outstanding debt through redemptions, cash purchases, prepayments, refinancings and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. 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.

Operating Activities

Operating activities resulted in net cash inflows of $394 million for the three months ended May 3, 2025 and $737 million for the three months ended May 4, 2024.

Operating cash flows decreased $343 million compared to fiscal 2025 primarily due to the change in merchandise inventories net of accounts payable.

Investing Activities

Investing activities resulted in net cash outflows of $503 million for the three months ended May 3, 2025 and $427 million for the three months ended May 4, 2024. The cash outflows for both periods were driven by capital expenditures.

Capital expenditures in the first three months of fiscal 2026 primarily reflected store improvements and renovations, investments in our new stores, as well as investments in our distribution centers and offices, including information technology. We anticipate that capital spending for the full fiscal year 2026 will be approximately $2.1 billion to $2.2 billion.

We plan to fund these expenditures with our existing cash balances and through internally generated funds.

Financing Activities

Financing activities resulted in net cash outflows of $1 billion for the first three months of fiscal 2026 and $840 million for the first three months of fiscal 2025. The cash outflows for both periods were primarily driven by equity repurchases and dividend payments.

Equity

Under our stock repurchase programs, we paid $613 million to repurchase and retire 5.1 million shares of our stock in the first three months of fiscal 2026. As of May 3, 2025, approximately $3 billion remained available under our existing stock repurchase programs. We paid $509 million to repurchase and retire 5.3 million shares of our stock in the first three months of fiscal 2025. We currently plan to repurchase approximately $2 billion to $2.5 billion of stock under our stock repurchase programs in fiscal 2026. For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.

Dividends

We declared quarterly dividends on our common stock of $0.425 per share for the first quarter of fiscal 2026 and $0.375 per share for the first quarter of fiscal 2025. Cash payments for dividends on our common stock totaled $424 million for the first three months of fiscal 2026 and $380 million for the first three months of fiscal 2025.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates as discussed in TJX's Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For a discussion of accounting standards, see Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements included in TJX’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements generally can be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "seek," "should," "will," "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, statements regarding the Company's anticipated operating and financial performance, business plans and prospects, investments, anticipated dividends and share repurchases, the impact of tariff policies, and plans with respect to long-term indebtedness. Each forward-looking statement is inherently subject to risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by such statement. We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. 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 quarterly and annual operating results and market expectations; inventory or asset loss; cash flow; 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 this 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 that may be described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K filed with the SEC. We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-Q. You are encouraged to read any further disclosures we may make in our future reports to the SEC, available at www.sec.gov, on our website, or otherwise. The forward-looking statements in this report speak only as of the date of this Form 10-Q, and we undertake no obligation to update or revise any of these statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 3, 2025 pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures.

Effective April 2, 2025, we implemented a new human resources (HR) system to simplify and standardize our global HR processes while also enhancing the control environment surrounding the Company’s HR related activities. Except as described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended May 3, 2025 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See Legal Contingencies in Note K—Contingent Obligations, Contingencies, and Commitments of Notes to Consolidated Financial Statements for information on legal proceedings.

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 1, 2025, as filed with the Securities Exchange Commission on April 2, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

INFORMATION ON SHARE REPURCHASES

The number of shares of common stock repurchased by TJX during the first quarter of fiscal 2026 and the average price paid per share are as follows:

(a)Consists of shares repurchased under publicly announced stock repurchase programs.

(b)Includes commissions for the shares repurchased under stock repurchase programs.

(c)In February 2025, we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2.5 billion of our common stock from time to time. Under this program and previously announced programs, we had approximately $3 billion available for repurchase as of May 3, 2025.

During the fiscal quarter ended May 3, 2025, none of our directors or officers adopted, 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.

• Schedules and certain portions of this exhibit are omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.