What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-02 · 289 added, 246 removed, 1224 unchanged (30% of the section changed)

6 unchanged sentences

(b) Changes in Internal Control Over Financial Reporting

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 fourth quarter of fiscal 2025 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.

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 fiscal 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.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 February 1, 2025 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 February 1, 2025.

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 February 1, 2025, and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

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 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 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 January 31, 2026, and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

Other Information

During the fiscal quarter ended February 1, 2025, none of our directors or officers adopted , 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.

During the fiscal quarter ended January 31, 2026, 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 under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The information concerning our executive officers is set forth under the heading “Information about our Executive Officers” in Part I of this report.

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 February 1, 2025 (“Proxy Statement”).

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

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 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 Directors,” “Corporate Governance” and “Audit and Finance Committee Report,” 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.

In addition to our Global Code of Conduct, TJX has a Code of Ethics for TJX Executives governing its Executive Chairman, Chief Executive Officer and President, Chief Financial Officer, Principal Accounting Officer and other senior operating and financial executives.

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Certain Relationships and Related Transactions, and Director Independence

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

Principal Accountant Fees and Services

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Sales Return Reserve:

Fiscal Year Ended February 1, 2025

Fiscal Year Ended January 31, 2026

$ 151 $ 5,816 $ 5,817 $ 150

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$ 150 $ 5,700 $ 5,699 $ 151

Fiscal Year Ended January 28, 2023

Fiscal Year Ended February 3, 2024

$ 148 $ 5,802 $ 5,800 $ 150

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10-K 10.04 3/30/2022

10.05 The Letter Agreement dated January 31, 2025 between Carol Meyrowitz and TJX, filed herewith*

10.05 The Letter Agreement dated January 31, 2025 between Carol Meyrowitz and TJX*

10-K 10.05 4/2/2025

10.06 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*

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10-K 10.07 3/30/2022

10.09 The Letter Agreement dated January 31, 2025 between Ernie Herrman and TJX, filed herewith*

10.09 The Letter Agreement dated January 31, 2025 between Ernie Herrman and TJX*

10-K 10.09 4/2/2025

10.10 The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*

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10-Q 10.8 12/4/2018

Incorporate by Reference

Description Form Exhibit No.

10.20 The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 13, 2019*

10-K 10.19 4/3/2019

Incorporate by Reference

Description Form Exhibit No.

10.21 The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of January 29, 2021*

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10-Q 10.1 8/26/2022

10.24 The First Amendment to the Stock Incentive Plan (2022 Restatement) effective as of January 30, 2026, filed herewith*

10.25 The Stock Incentive Plan Rules for U.K.

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10-Q 10.3 5/29/2015

10.39 The Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) (the ESP)*

10.40 The Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) *

10.K 10.46 3/30/2022

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10-Q 10.2 5/26/2023

19.1 Insider Trading Policy, filed herewith

19.2 Pre-clearance Trading Policy, filed herewith

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.

8-K 10.1 5/9/2025

Incorporate by Reference

Description Form Exhibit No.

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 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.

8-K 10.2 5/9/2025

19.1 Insider Trading Policy

10-K 19.1 4/2/2025

19.2 Pre-clearance Trading Policy

10-K 19.2 4/2/2025

21 Subsidiaries of TJX, filed herewith

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24 Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith

Incorporate by Reference

Description Form Exhibit No.

31.1 Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

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10-K 97 4/3/2024

101 The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL):

101 The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended 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

104 The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, formatted in iXBRL (included in Exhibit 101)

104 The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, formatted in iXBRL (included in Exhibit 101)

* Management contract or compensatory plan or arrangement.

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/s/ JOHN KLINGER

April 2, 2025 John Klinger, Chief Financial Officer

March 31, 2026 John Klinger, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

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*BY /s/ JOHN KLINGER

April 2, 2025 John Klinger,

March 31, 2026 John Klinger,

as attorney-in-fact

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023.

For Fiscal Years Ended January 31, 2026, February 1, 2025 and February 3, 2024.

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

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We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc.

and its subsidiaries (the “Company”) as of February 1, 2025 and February 3, 2024, 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 February 1, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 1, 2025 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 February 1, 2025, 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 February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025 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 February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

and its subsidiaries (the “Company”) as of January 31, 2026 and February 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 January 31, 2026, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended 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 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 January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended 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 January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

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Income Tax Provision

As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of $1.6 billion for the year ended February 1, 2025 and has a deferred tax liability net of deferred tax assets of $8 million, including a valuation allowance of $51 million, as of February 1, 2025.

As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of $1.8 billion for the year ended January 31, 2026 and has a deferred tax liability net of deferred tax assets of $121 million, including a valuation allowance of $58 million, as of January 31, 2026.

The Company is subject to taxation in the United States, as well as multiple state, local and foreign jurisdictions.

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Boston, Massachusetts

April 2, 2025

March 31, 2026

We have served as the Company’s auditor since 1962.

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2026 February 1,

2024 January 28,

2025 February 3,

Net sales $ 60,372 $ 56,360 $ 54,217

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Selling, general and administrative expenses 11,515 10,946 10,469

Impairment on equity investment — — 218

Interest (income) expense, net ( 121 ) ( 181 ) ( 170 )

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2026 February 1,

2024 January 28,

2025 February 3,

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

Additions to other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments, net of related tax benefits of $ 8 , $ 1 and $ 7 in fiscal 2025, 2024 and 2023, respectively

Additions to other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of related tax provision of $ 4 in fiscal 2026 and tax benefits of $ 8 and $ 1 in fiscal 2025 and 2024, respectively

245 ( 105 ) 30

Recognition of net gains/(losses) on benefit obligations, net of related tax provisions of $ 5 , $ 10 and $ 16 in fiscal 2026, 2025 and 2024, respectively

Reclassifications from other comprehensive (loss) income to net income:

Amortization of prior service cost and deferred gains, net of related tax benefit of $ 1 in fiscal 2025 and tax provisions of $ 1 and $ 6 in fiscal 2024 and 2023, respectively

Other comprehensive (loss) income, net of tax ( 77 ) 74 81

Reclassifications from other comprehensive income (loss), net of tax, to net income:

Amortization of prior service cost and deferred gains/(losses), net of related tax provision of $ 1 in fiscal 2026, tax benefit of $ 1 in fiscal 2025 and tax provision of $ 1 in fiscal 2024

Other comprehensive income (loss), net of tax 258 ( 77 ) 74

Total comprehensive income $ 5,752 $ 4,787 $ 4,548

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Current portion of operating lease liabilities 1,726 1,636

Current portion of long-term debt 999 —

Federal, state and foreign income taxes payable 170 75

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2026 February 1,

2024 January 28,

2025 February 3,

Cash flows from operating activities:

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Depreciation and amortization 1,247 1,104 964

Impairment on equity investment — — 218

Loss on property disposals and impairment charges 21 10 61

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(Increase) decrease in accounts receivable ( 41 ) ( 26 ) 37

(Increase) decrease in merchandise inventories ( 539 ) ( 145 ) 58

(Increase) decrease in income taxes recoverable ( 10 ) 60 ( 5 )

(Increase) in merchandise inventories ( 724 ) ( 539 ) ( 145 )

Decrease (increase) in income taxes recoverable 61 ( 10 ) 60

Increase in prepaid expenses and other current assets ( 468 ) ( 31 ) ( 40 )

Increase (decrease) in accounts payable 448 64 ( 600 )

Increase (decrease) in accrued expenses and other liabilities 228 443 ( 23 )

(Decrease) increase in income taxes payable ( 31 ) 46 ( 126 )

(Decrease) in net operating lease liabilities ( 12 ) ( 18 ) ( 1 )

Increase in accounts payable 239 448 64

Increase in accrued expenses and other liabilities 628 228 443

Increase (decrease) in income taxes payable 174 ( 31 ) 46

Increase (decrease) in net operating lease liabilities 4 ( 12 ) ( 18 )

Other, net ( 87 ) ( 100 ) ( 42 )

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Effect of exchange rate changes on cash 120 ( 66 ) ( 2 )

Net (decrease) increase in cash and cash equivalents ( 265 ) 123 ( 750 )

Net increase (decrease) in cash and cash equivalents 895 ( 265 ) 123

Cash and cash equivalents at beginning of year 5,335 5,600 5,477

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Issuance of common stock under stock incentive plan and related tax effect 8 8 248 — ( 1 ) 255

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

Balance, January 28, 2023

Common stock repurchased and retired ( 29 ) ( 29 ) ( 408 ) — ( 2,066 ) ( 2,503 )

Balance, February 3, 2024

1,134 $ 1,134 $ — $ ( 532 ) $ 6,700 $ 7,302

Net income — — — — 4,864 4,864

Other comprehensive income, net of tax — — — 74 — 74

Other comprehensive (loss), net of tax — — — ( 77 ) — ( 77 )

Cash dividends declared on common stock — — — — ( 1,691 ) ( 1,691 )

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Issuance of common stock under stock incentive plan and related tax effect 7 7 316 — — 323

Common stock repurchased ( 29 ) ( 29 ) ( 408 ) — ( 2,066 ) ( 2,503 )

Common stock repurchased and retired ( 22 ) ( 22 ) ( 499 ) — ( 1,990 ) ( 2,511 )

Balance, February 1, 2025

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Net income — — — — 5,494 5,494

Other comprehensive (loss), net of tax — — — ( 77 ) — ( 77 )

Other comprehensive income, net of tax — — — 258 — 258

Cash dividends declared on common stock — — — — ( 1,893 ) ( 1,893 )

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Issuance of common stock under stock incentive plan and related tax effect 7 7 240 — ( 1 ) 246

Common stock repurchased ( 22 ) ( 22 ) ( 499 ) — ( 1,990 ) ( 2,511 )

Balance, February 1, 2025

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

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TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year.

The fiscal year ended February 1, 2025 (“fiscal 2025”) is a 52-week fiscal year.

The fiscal year ended February 3, 2024 (“fiscal 2024”) was a 53-week fiscal year, and the fiscal year ended January 28, 2023 (“fiscal 2023”) was a 52-week fiscal year.

Fiscal 2026 will be a 52-week fiscal year and will end January 31, 2026.

The fiscal year ended January 31, 2026 (“fiscal 2026”) is a 52-week fiscal year.

The fiscal year ended February 1, 2025 (“fiscal 2025”) was a 52-week fiscal year, and the fiscal year ended February 3, 2024 (“fiscal 2024”) was a 53-week fiscal year.

Fiscal 2027 will be 52-week fiscal year and will end January 30, 2027.

Use of Estimates

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The following table presents deferred gift card revenue activity:

In millions February 1,

In millions January 31,

2026 February 1,

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Balance, end of year $ 897 $ 824

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

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

Gift cards are combined in one homogeneous pool and are not separately identifiable.

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and systems costs related to the buying and tracking of inventory.

Selling, general and administrative expenses include store payroll, benefits and supplies costs;

Selling, general and administrative (“SG&A”) expenses include store payroll, benefits and supplies costs;

communication costs;

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TJX’s investments are primarily institutional money market funds, bank investment products with major banks (such as time deposits), and high-grade commercial paper.

As of February 1, 2025, TJX’s cash and cash equivalents held outside the U.S.

were $ 1.4 billion, of which $ 875 million was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.

As of January 31, 2026, TJX’s cash and cash equivalents held outside the U.S.

were $ 2 billion, of which $ 1.5 billion was held in countries where we have indefinitely reinvested the undistributed earnings.

Merchandise Inventories

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TJX records inventory at the time title transfers, which is typically at the time when inventory is shipped.

As a result, Merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $ 1.6 billion at February 1, 2025 and $ 1.3 billion at February 3, 2024.

As a result, Merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $ 1.8 billion at January 31, 2026 and $ 1.6 billion at February 1, 2025.

Comparable amounts were reflected in Accounts payable at those dates.

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Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Interest expense $ 79 $ 78 $ 82

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Furniture, fixtures and equipment are depreciated over 3 to 10 years.

Depreciation and amortization expense for property was $ 1.1 billion in fiscal 2025, $ 958 million in fiscal 2024, and $ 879 million in fiscal 2023.

Depreciation and amortization expense for property was $ 1.2 billion in fiscal 2026, $ 1.1 billion in fiscal 2025, and $ 958 million in fiscal 2024.

TJX had no property held under finance leases during fiscal 2026, fiscal 2025 or fiscal 2024.

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In millions Marmaxx TJX Canada TJX International Total

Balance, January 28, 2023 $ 70 $ 2 $ 25 $ 97

Effect of exchange rate changes on goodwill — 0 ( 2 ) ( 2 )

Balance, February 3, 2024 $ 70 $ 2 $ 23 $ 95

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Balance, February 1, 2025 $ 70 $ 2 $ 22 $ 94

Effect of exchange rate changes on goodwill — 0 2 2

Balance, January 31, 2026 $ 70 $ 2 $ 24 $ 96

Goodwill is considered to have an indefinite life and accordingly is not amortized.

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Fiscal Year Ended

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

In millions Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value

Definite-lived intangible assets:

Definite-lived intangible asset:

Sierra Trading Post $ 39 $ ( 39 ) $ — $ 39 $ ( 39 ) $ —

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If indicators of impairment are identified, an undiscounted cash flow analysis is performed to determine if the carrying value of the asset or asset group is recoverable.

If the cash flow is less than the carrying value then an impairment charge will be recorded to the extent the fair value of an asset or asset group is less than the carrying value of that asset or asset group.

If the sum of undiscounted cash flows are less than the carrying value then an impairment charge will be recorded to the extent the fair value of an asset or asset group is less than the carrying value of that asset or asset group.

This resulted in immaterial impairment charges on operating lease ROU assets and store fixed assets in fiscal 2026, fiscal 2025 and fiscal 2024 .

There were no impairments related to tradenames in fiscal 2026, fiscal 2025 or fiscal 2024.

Goodwill and indefinite life tradenames are tested for impairment whenever events or changes in circumstances indicate that an impairment may have occurred and at least annually in the fourth quarter of each fiscal year.

Goodwill is tested for impairment by using a quantitative assessment by comparing the carrying value of the related reporting unit to its fair value.

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Multibrand Outlet Stores

During fiscal 2025, the Company 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.

(“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.

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.

MOS is Axo’s off-price, physical store business in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners.

TJX has the option to increase its ownership interest in the joint venture over the long term.

During the third quarter of fiscal 2025, TJX 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 and recorded in Other assets on the Consolidated Balance Sheets.

TJX completed this investment for $ 193 million, inclusive of acquisition costs, during the third quarter of fiscal 2025.

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.

For the fiscal year ended February 1, 2025, the carrying value of the Company’s equity investment in MOS was $ 168 million, which exceed its share of MOS’ net assets by approximately $ 133 million.

All of this difference is comprised of goodwill and tradenames.

The difference primarily consists of goodwill and tradenames.

Tradenames are definite-lived intangible assets and are amortized straight-line over their useful lives of 10 years.

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 cumulative translation loss has been recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive (loss) income.

TJX reports the results of its share of the investments in MOS 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 Company’s investment are recorded in Selling, general & administrative expenses on the Consolidated Statement of Income.

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

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.

The cumulative translation adjustment is recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive (loss) income.

Brands for Less

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

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

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

TJX completed this investment for $ 358 million, inclusive of acquisition costs, during the fourth quarter of fiscal 2025.

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.

For the fiscal year ended February 1, 2025, the carrying value of the Company’s equity investment in BFL was $ 336 million, which exceed its share of BFL net assets by approximately $ 292 million.

All of this difference is comprised of goodwill and a tradename.

The difference primarily consists of goodwill and a tradename.

The tradename is a definite-lived intangible asset and will be amortized straight-line over the useful life of 15 years.

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.

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

Both equity investments are evaluated for indicators of impairment on a periodic basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired.

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

Both investments are accounted for under the equity method of accounting and are recorded in Other assets on the Consolidated Balance Sheets.

TJX reports the results of its share of the investments in MOS and 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 investments in MOS and BFL are recorded in Selling, general & administrative expenses on the Consolidated Statements of Income.

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

Additionally, both equity investments are evaluated for indicators of impairment on a periodic basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired.

If the Company concludes that there is an other-than-temporary impairment of these equity investments, it will adjust the carrying amount of the investments to the current fair value.

As of the end of fiscal 2026, the Company determined that no impairments of its equity method investments existed.

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.

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.

Future Adoption of New Accounting Standards

2 unchanged sentences

Unless otherwise discussed, the Company has reviewed the new guidance and has determined that it will either not apply to TJX or is not expected to be material to its Consolidated Financial Statements upon adoption, and, therefore, the guidance is not disclosed.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued guidance related to improvements to income tax disclosures.

The new standard updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The standard also provides for further disclosure comparability.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company will adopt this standard for the fiscal 2026 Form 10-K and is currently evaluating the impact of the adoption of this standard on its financial statement disclosures.

Improvements to Disaggregation of Income Statement Expenses

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued new guidance to enhance the disclosure of expenses by requiring further disaggregation of relevant expenses in a separate note to the financial statements.

1 unchanged sentence

The Company is currently evaluating the impact of this adoption on its consolidated financial statement disclosures and plans to adopt this standard for the fiscal 2028 Form 10-K.

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.

The Company is currently evaluating the impact of the adoption on its consolidated financial statement disclosures and plans to adopt this standard for annual reporting as well as interim period reporting beginning in fiscal year 2029.

SEC Rule Changes

1 unchanged sentence

In April 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges.

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

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.

Recently Adopted Accounting Standards

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued guidance related to 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.

The Company adopted this standard as of February 1, 2025, on a retrospective basis.

Refer to Note G—Segment Information for the impact upon adoption of the new required disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued guidance related to improvements to income tax disclosures.

The new standard updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The standard also provides for further disclosure comparability.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard as of January 31, 2026, on a prospective basis.

Refer to Note K—Income Taxes for the impact upon adoption of the new required disclosures.

Property at Cost

1 unchanged sentence

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Land and buildings

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Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

United States $ 6,541 $ 5,869 $ 5,127

4 unchanged sentences

Accumulated Other Comprehensive (Loss) Income

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.

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

The following table details the changes in Accumulated other comprehensive (loss) income for fiscal 2026, fiscal 2025 and fiscal 2024:

9 unchanged sentences

Amortization of prior service cost and deferred gains, net of taxes — 1 1

Balance, January 28, 2023 $ ( 544 ) $ ( 62 ) $ ( 606 )

Balance, February 3, 2024 $ ( 514 ) $ ( 18 ) $ ( 532 )

Additions to other comprehensive (loss):

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Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains, net of taxes — 1 1

Balance, February 1, 2025 $ ( 619 ) $ 10 $ ( 609 )

Amortization of prior service cost and deferred (losses), net of taxes — ( 1 ) ( 1 )

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

Capital Stock and Earnings Per Share

1 unchanged sentence

In February 2026, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $ 3 billion of TJX common stock from time to time.

Under this program and previously announced programs, TJX had approximately $ 3.6 billion available for repurchase as of February 1, 2025.

Under this program and previously announced programs, TJX had approximately $ 4.1 billion available for repurchase as of January 31, 2026.

The following table provides share repurchases, excluding applicable excise tax:

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Total number of shares repurchased and retired 18.5 22.3 29.0

6 unchanged sentences

Fiscal Year Ended

Amounts in millions, except per share amounts February 1,

Amounts in millions, except per share amounts January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Basic earnings per share:

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During fiscal 2026, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2027.

The hedge agreements outstanding at February 1, 2025 relate to approximately 50 % of TJX’s estimated notional diesel fuel requirements for fiscal 2026.

The hedge agreements outstanding at January 31, 2026 relate to approximately 50 % of TJX’s estimated notional diesel fuel requirements for fiscal 2027.

These diesel fuel hedge agreements will settle throughout fiscal 2027 and the first month of fiscal 2028.

3 unchanged sentences

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies.

The contracts outstanding at February 1, 2025 cover merchandise purchases the Company is committed to over the next several months in fiscal 2026.

The contracts outstanding at January 31, 2026 cover merchandise purchases the Company is committed to over the next several months in fiscal 2027.

Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the U.K.

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Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Selling, general and administrative expenses.

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 1, 2025:

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 31, 2026:

In millions Pay Receive Blended

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U.S.$ Net Fair Value

February 1, 2025

January 31, 2026

Fair value hedges:

Intercompany balances, primarily debt:

€ 79 £ 67 0.8523 Prepaid Exp / (Accrued Exp) $ 0.7 $ ( 0.1 ) $ 0.6

A$ 210 U.S.$ 135 0.6420 Prepaid Exp 3.5 — 3.5

U.S.$ 67 £ 55 0.8177 Prepaid Exp 0.8 — 0.8

€ 83 £ 73 0.8759 Prepaid Exp $ 0.9 $ — $ 0.9

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 )

€ 200 U.S.$ 217 1.0852 Prepaid Exp / (Accrued Exp) 7.6 ( 0.4 ) 7.2

Economic hedges for which hedge accounting was not elected:

4 unchanged sentences

gal per month

N/A (Accrued Exp) — ( 9.1 ) ( 9.1 )

N/A Prepaid Exp 6.2 — 6.2

Intercompany billings in TJX International, primarily merchandise:

€ 111 £ 96 0.8680 Prepaid Exp 0.2 — 0.2

Intercompany balances in TJX International:

£ 168 U.S.$ 226 1.3472 (Accrued Exp) — ( 3.6 ) ( 3.6 )

Merchandise purchase commitments:

C$ 873 U.S.$ 625 0.7159 Prepaid Exp 21.9 — 21.9

C$ 856 U.S.$ 620 0.7241 Prepaid Exp / (Accrued Exp) 0.1 ( 10.8 ) ( 10.7 )

C$ 37 € 23 0.6176 Prepaid Exp / (Accrued Exp) 0.0 ( 0.1 ) ( 0.1 )

£ 416 U.S.$ 530 1.2742 Prepaid Exp / (Accrued Exp) 15.2 ( 1.1 ) 14.1

zł 552 £ 107 0.1933 (Accrued Exp) — ( 3.5 ) ( 3.5 )

A$ 81 U.S.$ 52 0.6448 Prepaid Exp / (Accrued Exp) 1.7 ( 0.1 ) 1.6

£ 572 U.S.$ 766 1.3386 (Accrued Exp) — ( 17.0 ) ( 17.0 )

zł 402 £ 83 0.2062 Prepaid Exp / (Accrued Exp) 0.7 ( 0.3 ) 0.4

A$ 122 U.S.$ 81 0.6621 (Accrued Exp) — ( 4.1 ) ( 4.1 )

U.S.$ 87 € 74 0.8495 Prepaid Exp / (Accrued Exp) 0.9 ( 0.1 ) 0.8

11 unchanged sentences

A$ 210 U.S.$ 135 0.6420 Prepaid Exp 3.5 — 3.5

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

U.S.$ 67 £ 55 0.8177 Prepaid Exp 0.8 — 0.8

£ 50 U.S.$ 61 1.2222 (Accrued Exp) — ( 0.9 ) ( 0.9 )

€ 200 U.S.$ 217 1.0852 Prepaid Exp / (Accrued Exp) 7.6 ( 0.4 ) 7.2

9 unchanged sentences

Merchandise purchase commitments:

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 )

C$ 873 U.S.$ 625 0.7159 Prepaid Exp 21.9 — 21.9

C$ 33 € 22 0.6673 Prepaid Exp / (Accrued Exp) 0.1 ( 0.0 ) 0.1

£ 416 U.S.$ 530 1.2742 Prepaid Exp / (Accrued Exp) 15.2 ( 1.1 ) 14.1

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

zł 552 £ 107 0.1933 (Accrued Exp) — ( 3.5 ) ( 3.5 )

A$ 81 U.S.$ 52 0.6448 Prepaid Exp / (Accrued Exp) 1.7 ( 0.1 ) 1.6

4 unchanged sentences

Income by Derivative

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Fair value hedges:

1 unchanged sentence

Economic hedges for which hedge accounting was not elected:

Intercompany balances in TJX International Selling, general and administrative expenses ( 4 ) — —

Diesel fuel contracts Cost of sales, including buying and occupancy costs 6 ( 23 ) ( 19 )

2 unchanged sentences

Gain (loss) recognized in income $ ( 131 ) $ 59 $ ( 1 )

Included in the table above are realized gains of $ 14 million in fiscal 2025, realized losses of $ 23 million in fiscal 2024 and realized gains of $ 200 million in fiscal 2023, all of which were largely offset by gains and losses on the underlying hedged item.

Included in the table above are realized losses of $ 58 million in fiscal 2026, realized gains of $ 14 million in fiscal 2025 and realized losses of $ 23 million in fiscal 2024, all of which were largely offset by gains and losses on the underlying hedged item.

Fair Value Measurements

6 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

1 unchanged sentence

Foreign currency exchange contracts $ 2.8 $ 53.1

Diesel fuel contracts 6.2 —

Foreign currency exchange contracts $ 46.1 $ 9.0

12 unchanged sentences

In millions Carrying Value Fair Value Carrying Value Fair Value

Current portion of long-term debt $ 999 $ 991 $ — $ —

Long-term debt $ 1,870 $ 1,738 $ 2,866 $ 2,634

2 unchanged sentences

Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment.

For the years ended February 1, 2025, February 3, 2024 and January 28, 2023, the Company did not record any material impairments to long-lived assets.

For the years ended January 31, 2026, February 1, 2025 and February 3, 2024, the Company did not record any material impairments to long-lived assets.

Segment Information

21 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

United States:

Net sales $ 36,585 $ 34,604 $ 33,413

20 unchanged sentences

General corporate expense 911 739 708

Impairment on equity investment — — 218

Interest (income) expense, net ( 121 ) ( 181 ) ( 170 )

Income before income taxes $ 7,299 $ 6,483 $ 5,967

(a) S egment expenses for each reportable segment include cost of sales and selling, general and administrative expenses.

(a) Segment expenses for each reportable segment include cost of sales and selling, general and administrative expenses.

Cost of sales includes buying and occupancy costs, cost of merchandise sold, and other expenses.

3 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Identifiable assets:

In the United States:

United States:

Marmaxx $ 15,789 $ 14,137 $ 12,993

8 unchanged sentences

Capital expenditures:

In the United States:

United States:

Marmaxx $ 1,261 $ 1,102 $ 950

5 unchanged sentences

Depreciation and amortization:

In the United States:

United States:

Marmaxx $ 695 $ 595 $ 525

5 unchanged sentences

Total depreciation and amortization $ 1,247 $ 1,104 $ 964

(a) Corporate identifiable assets mainly include cash and trust assets from the Executive Savings Plan and in fiscal 2025 includes the equity method investments.

(a) Corporate identifiable assets mainly include cash and trust assets from the Executive Savings Plan and in both fiscal 2026 and fiscal 2025 includes the equity method investments.

Consolidated cash, including that held by foreign entities, is reported with Corporate assets for consistency with segment reporting in the U.S.

3 unchanged sentences

The number of shares authorized for issuance under this plan has been approved by TJX’s shareholders, and all share-based compensation awards are made under this plan.

The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 723 million shares with 39 million shares available for future grants as of February 1, 2025.

The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 723 million shares with 36 million shares available for future grants as of January 31, 2026.

TJX issues shares under the plan from authorized but unissued common stock.

Total compensation cost related to share-based compensation was $ 214 million, $ 183 million and $ 160 million in fiscal 2026, 2025 and 2024, respectively.

As of February 1, 2025, there was $ 232 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan.

As of January 31, 2026, there was $ 242 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan.

That cost is expected to be recognized over a weighted-average period of 2 years.

5 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Risk-free interest rate 3.62 % 3.47 % 4.51 %

13 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Shares in millions Options WAEP Options WAEP Options WAEP

6 unchanged sentences

The total intrinsic value of options exercised was $ 476 million in fiscal 2026, $ 466 million in fiscal 2025 and $ 278 million in fiscal 2024.

The following table summarizes information about stock options outstanding that were expected to vest and stock options outstanding that were exercisable as of February 1, 2025:

The following table summarizes information about stock options outstanding that were expected to vest and stock options outstanding that were exercisable as of January 31, 2026:

(in millions)

10 unchanged sentences

Vesting conditions for performance share units include specified performance criteria, generally for a period of three fiscal years.

The grant date fair value of the stock awards is charged to income over the requisite service period during which the recipient must remain employed.

The grant date fair value of the stock awards is charged to income over the requisite service period, generally three years , during which the recipient must remain employed.

The fair value of the stock awards is determined at date of grant in accordance with ASC Topic 718 and, for performance share units, assumes that performance goals will be achieved at target.

11 unchanged sentences

In thousands except grant date fair value February 1,

2024 January 28,

2025 February 3,

Granted 592 694

4 unchanged sentences

TJX also awards deferred shares to its outside directors under the Stock Incentive Plan.

As of the end of fiscal 2025, a total of 348 thousand of these deferred shares were outstanding under the plan.

As of January 31, 2026, a total of 360 thousand of these deferred shares were outstanding under the plan.

Pension Plans and Other Retirement Benefits

9 unchanged sentences

Fiscal Year Ended

In millions February 1,

2025 February 3,

In millions January 31,

2026 February 1,

2025 January 31,

2026 February 1,

11 unchanged sentences

Fiscal Year Ended

In millions February 1,

2025 February 3,

In millions January 31,

2026 February 1,

2025 January 31,

2026 February 1,

12 unchanged sentences

Amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive (loss) income:

Prior service cost $ ( 8 ) $ ( 11 ) $ — $ —

Prior service (credit) $ ( 7 ) $ ( 8 ) $ — $ —

Accumulated actuarial losses 14 41 20 13

Amounts included in Accumulated other comprehensive (loss) income $ 7 $ 33 $ 20 $ 13

The Consolidated Balance Sheets reflect the funded status of the plans with any unrecognized prior service cost and actuarial gains and losses recorded in Accumulated other comprehensive (loss) income.

The funded plan asset of $ 179 million and $ 166 million is reflected on the Consolidated Balance Sheets in Other assets as of February 1, 2025 and February 3, 2024, respectively.

The unfunded plan liability is reflected on the Consolidated Balance Sheets as current liabilities of $ 7 million and $ 10 million and a long-term liability of $ 100 million and $ 95 million as of February 1, 2025 and February 3, 2024, respectively.

The decrease in the actuarial losses included in Accumulated other comprehensive (loss) income for the funded plan for fiscal 2025 was driven by the impact of higher discount rates offset by a decrease in actual return on plan assets.

The Consolidated Balance Sheets reflect the funded status of the plans with any unrecognized prior service cost (credit) and actuarial gains and losses recorded in Accumulated other comprehensive (loss) income.

The funded plan asset of $ 189 million and $ 179 million is reflected on the Consolidated Balance Sheets in Other assets as of January 31, 2026 and February 1, 2025, respectively.

The unfunded plan liability is reflected on the Consolidated Balance Sheets as Current liabilities of $ 6 million and $ 7 million and a long-term liability of $ 113 million and $ 100 million as of January 31, 2026 and February 1, 2025, respectively.

The decrease in the actuarial losses included in Accumulated other comprehensive (loss) income for the funded plan for fiscal 2026 was driven by an increase in actual return on plan assets offset by the impact of lower discount rates.

TJX determined the assumed discount rate using the BOND:

6 unchanged sentences

2026 February 1,

2024 February 1,

2025 January 31,

2026 February 1,

8 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2025 February 3,

2024 January 31,

1 unchanged sentence

2025 February 3,

2024 January 28,

Net periodic pension cost:

2 unchanged sentences

Expected return on plan assets ( 88 ) ( 81 ) ( 80 ) — — —

Amortization of prior service cost ( 1 ) 0 0 — — —

Amortization of prior service cost (credit) ( 1 ) ( 1 ) 0 — — —

Amortization of net actuarial loss — — — 1 2 2

4 unchanged sentences

Amortization of net (loss) — — — ( 1 ) ( 2 ) ( 2 )

Amortization of prior service cost 1 0 0 — — —

Amortization of prior service credit 1 1 0 — — —

Total (gain) loss recognized in other comprehensive income $ ( 26 ) $ ( 34 ) $ ( 59 ) $ 7 $ ( 4 ) $ ( 2 )

13 unchanged sentences

The following tables present the fair value hierarchy for pension assets measured at fair value on a recurring basis:

Funded Plan at February 1, 2025

Funded Plan at January 31, 2026

In millions Level 1 Level 2 Total

23 unchanged sentences

Refer to Note F—Fair Value Measurements for further information on the fair value hierarchy.

Investments in equity securities traded on a national securities exchange are valued at the composite close price, as reported in the Wall Street Journal, as of the financial statement date.

Investments in equity securities traded on a national securities exchange are valued at the composite close price, as of the financial statement date.

This information is provided by independent pricing sources.

13 unchanged sentences

The investment policy includes a dynamic asset allocation strategy, whereby, over time, in connection with improvements in the plan’s funded status, the target allocation of return-seeking assets (generally, equities and other instruments with a similar risk profile) may decline and the target allocation of liability-hedging assets (generally, fixed income and other instruments with a similar risk profile) may increase.

Under the investment policy guidelines, the target asset allocation of return-seeking assets and liability-hedging assets was 30 % and 70 %, respectively, as of February 1, 2025.

Under the investment policy guidelines, the target asset allocation of return-seeking assets and liability-hedging assets was 30 % and 70 %, respectively, as of January 31, 2026.

Risks are sought to be mitigated through asset diversification and the use of multiple investment managers.

4 unchanged sentences

Employees may contribute up to 50 % of eligible pay, subject to limitations.

For eligible employees who have completed the applicable service requirement, TJX matches employee contributions, up to 5 % of eligible pay, at rates of 25 % or 75 % (based upon date of hire and other eligibility criteria), and may make additional discretionary year-end contributions based on TJX’s performance.

For eligible employees who have completed the applicable service requirement, TJX matches a portion of employee contributions at rates that vary based on certain eligibility criteria under the plan, and may make additional discretionary year-end contributions based on TJX’s performance.

TJX may also make additional discretionary non-matching contributions.

Certain eligible employees are automatically enrolled in the U.S.

Plan and the Puerto Rico savings plan at a 2 % deferral rate, unless the employee elects otherwise.

Certain eligible employees are automatically enrolled in the 401(k) savings plan and the Puerto Rico savings plan, unless the employee elects otherwise.

The total cost of TJX contributions to these plans was $ 130 million in fiscal 2026, $ 113 million in fiscal 2025 and $ 103 million in fiscal 2024.

4 unchanged sentences

In addition to the plans described above, TJX also contributes to retirement/deferred savings programs for eligible Associates at certain of its foreign subsidiaries.

The Company contributed $ 39 million for these programs in fiscal 2025, $ 32 million for these programs in fiscal 2024 and $ 29 million in fiscal 2023.

The Company contributed $ 37 million for these programs in fiscal 2026, $ 39 million in fiscal 2025 and $ 32 million in fiscal 2024.

Multiemployer Pension Plans

2 unchanged sentences

TJX was listed in the Form 5500 for the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National Retirement Fund as providing more than 5 % of the total contributions, or being one of the top ten highest contributors, for the plan year ending December 31, 2024.

In addition, based on information available to TJX, the Pension Protection Act Zone status for the Legacy Plan of the National Retirement Fund is critical and for the Legacy Plan of the UNITE HERE Retirement Fund is critical and declining, and rehabilitation plans have been adopted by these plans.

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.

In addition, based on information available to TJX, the Pension Protection Act Zone status for each of the Legacy Plan of the National Retirement Fund and the Legacy Plan of the UNITE HERE Retirement Fund is critical, rehabilitation plans have been adopted by these plans, and the Legacy Plan of the UNITE HERE Retirement Fund has received Special Financial Assistance under the American Rescue Plan Act of 2021.

The risks of participating in multiemployer pension plans are different from the risks of single-employer pension plans in certain respects, including the following:

1 unchanged sentence

(b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers;

(c) if TJX ceases to have an obligation to contribute to a multiemployer plan in which the Company had been a contributing employer, or in certain other circumstances, the Company may be required to pay to the plan an amount based on the Company’s allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

and (c) if TJX ceases to have an obligation to contribute to a multiemployer plan in which the Company had been a contributing employer, or in certain other circumstances, the Company may be required to pay to the plan an amount based on the Company’s allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

Long-Term Debt and Credit Lines

The table below presents long-term debt as of February 1, 2025 and February 3, 2024.

The table below presents long-term debt as of January 31, 2026 and February 1, 2025.

All amounts are net of unamortized debt discounts.

In millions and net of immaterial unamortized debt discounts February 1,

In millions and net of immaterial unamortized debt discounts January 31,

2026 February 1,

6 unchanged sentences

Total debt 2,878 2,877

Current maturities of long-term debt, net of debt issuance costs ( 999 ) —

Debt issuance costs ( 9 ) ( 11 )

Long-term debt $ 1,870 $ 2,866

The aggregate maturities of long-term debt, inclusive of current installments at February 1, 2025 are as follows:

The aggregate maturities of long-term debt, inclusive of current installments at January 31, 2026 are as follows:

Later years 885

1 unchanged sentence

Debt issuance costs ( 9 )

current maturities of long-term debt ( 999 )

Aggregate maturities of long-term debt $ 1,870

Senior Unsecured Notes

As of February 1, 2025, TJX had outstanding $ 1 billion aggregate principal amount of 2.250 % 10-year Notes due September 2026.

As of January 31, 2026, TJX had outstanding $ 1 billion aggregate principal amount of 2.250 % 10-year Notes due September 2026.

TJX entered into a rate-lock agreement to hedge $ 700 million of the 2.250 % notes prior to issuance.

1 unchanged sentence

Credit Facilities

The Company has two TJX revolving credit facilities, a $ 1 billion senior unsecured revolving credit facility maturing in June 2026 (the “2026 Revolving Credit Facility”) and a $ 500 million revolving credit facility that was set to mature in May 2024 (the “2024 Revolving Credit Facility”).

On May 8, 2023, the Company amended the 2024 Revolving Credit Facility (as amended, the “2028 Revolving Credit Facility”) to (i) extend the maturity to May 8, 2028 and (ii) replace the London Interbank Offered Rate (“LIBOR”) with a term secured overnight financing rate plus a 0.10 % credit spread adjustment (“Adjusted Term SOFR”).

Term SOFR borrowings under the 2028 Revolving Credit Facility bear interest at the Adjusted Term SOFR plus a margin of 45.0 - 87.5 basis points and a quarterly facility fee payment of 5.0 - 12.5 basis points on the total commitments under the 2028 Revolving Credit Facility, in each case, based on the Company’s long-term debt ratings.

All other material terms and conditions of the 2028 Revolving Credit Facility were unchanged from the 2024 Revolving Credit Facility.

Additionally, on May 8, 2023, the Company amended its 2026 Revolving Credit Facility to replace the LIBOR with Adjusted Term SOFR.

Term SOFR borrowings under the 2026 Revolving Credit Facility, as amended, bear interest at the Adjusted Term SOFR plus a variable margin based on the Company’s long-term debt ratings.

A s of January 31, 2026, TJX has two revolving credit facilities, a $ 750 million revolving credit facility maturing in May 2029 (the “2029 Revolving Credit Facility”) and a $ 750 million senior unsecured revolving credit facility maturing in May 2030 (the “2030 Revolving Credit Facility”).

On May 9, 2025, the Company amended and restated its $ 500 million revolving credit facility (as amended, the 2029 Revolving Credit Facility) to (i) extend the maturity to May 9, 2029 and (ii) increase the aggregate principal amount commitment to $ 750 million.

All other material terms and conditions of the 2029 Revolving Credit Facility were unchanged.

Additionally, on May 9, 2025, the Company amended and restated its $ 1 billion revolving credit facility (as amended, the 2030 Revolving Credit Facility) to (i) extend the maturity to May 9, 2030, (ii) decrease the aggregate principal amount of commitments to $ 750 million and (iii) reduce the interest rate margin applicable to borrowings bearing interest at a term secured overnight financing rate to a margin of 45.0 - 87.5 basis points consistent with the 2029 Revolving Credit Facility.

All other material terms and conditions of the 2030 Revolving Credit Facility were unchanged.

Under these credit facilities, the Company has maintained a borrowing capacity of $ 1.5 billion.

As of February 1, 2025 and February 3, 2024, there were no amounts outstanding under these facilities.

Each of these facilities require TJX to maintain a ratio of funded debt to earnings before interest, taxes, depreciation and amortization and rentals (EBITDAR) of not more than 3.50 to 1.00 on a rolling four-quarter basis.

As of January 31, 2026 and February 1, 2025, there were no amounts outstanding under these facilities.

TJX was in compliance with all covenants related to its credit facilities at the end of all periods presented.

In addition, as of February 1, 2025 and February 3, 2024, TJX Canada had a credit line of C$ 10 million and the Company’s European business at TJX International had a credit line of £ 5 million.

As of February 1, 2025 and February 3, 2024, and during the years then ended, there were no amounts outstanding on the Canadian credit line and no amounts outstanding on the European credit line.

In December 2023, the FASB issued guidance related to improvements to income tax disclosures.

The new standard updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The standard also provides for further disclosure comparability.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard as of January 31, 2026, on a prospective basis.

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 the Company’s income tax provision but have resulted in a reduction of the Company’s current year U.S.

cash tax obligations.

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.

Subsequently multiple sets of administrative guidance have been issued, including the release of a comprehensive Side-by-Side Package in January 2026, which introduced additional safe harbors and options to adopt simplified compliance mechanism 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.

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.

Considering TJX does not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules did not have a material impact on the Company’s financial statements for fiscal 2025 and are not expected to materially increase global tax costs.

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

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Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

United States $ 6,264 $ 5,541 $ 5,077

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Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Federal $ 1,022 $ 1,009 $ 982

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Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

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Total deferred tax liabilities $ 3,778 $ 3,407

Net deferred tax (liability) asset $ ( 8 ) $ 24

Net deferred tax (liability) $ ( 121 ) $ ( 8 )

Non-current asset $ 147 $ 148

Non-current liability ( 268 ) ( 156 )

Total $ ( 8 ) $ 24

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

The Company has not provided for federal, state, or foreign withholding taxes on the approximately $ 1.6 billion of undistributed earnings related to all other foreign subsidiaries as such earnings are considered to be indefinitely reinvested in the business.

The net amount of unrecognized state and foreign withholding tax liabilities related to the undistributed earnings is not material.

As of February 1, 2025 and February 3, 2024, for state income tax purposes, TJX had net operating loss carryforwards of $ 225 million and $ 318 million respectively.

Of that amount, $ 13 million can be carried forward indefinitely and $ 212 million will expire, if unused, in the years 2031 through 2045.

TJX has analyzed the realization of the state net operating loss carryforwards on an individual state basis.

For those states where the Company has determined that it is more likely than not that the state net operating loss carryforwards will not be realized, a valuation allowance of $ 1 million has been provided for the deferred tax asset as of February 1, 2025 and $ 1 million as of February 3, 2024.

The Company had available for foreign income tax purposes (related to Australia, Austria, Germany, the Netherlands and the U.K.) net operating loss carryforwards of $ 338 million as of February 1, 2025 and $ 439 million as of February 3, 2024.

The full amount of the loss carryforwards does not expire.

For the deferred tax assets associated with the net operating loss carryforwards for which management has determined it is more likely than not that the deferred tax assets will not be realized, TJX had valuation allowances recorded of approximately $ 50 million as of February 1, 2025 and $ 62 million as of February 3, 2024.

Net deferred tax (liability) $ ( 121 ) $ ( 8 )

TJX has provided for and recorded a deferred tax liability for all applicable taxes on undistributed earnings of its foreign subsidiaries that are not indefinitely reinvested through January 31, 2026.

The Company has not provided for deferred taxes on the approximately $ 2.2 billion of undistributed earnings related to all other foreign subsidiaries as such earnings are considered to be indefinitely reinvested in the business.

The amount of unrecognized deferred tax liability related to the undistributed earnings is not expected to be material.

As of January 31, 2026 and February 1, 2025, TJX had state net operating loss carryforwards of $ 195 million and $ 225 million respectively.

Of the $ 195 million as of January 31, 2026, $ 10 million can be carried forward indefinitely, and $ 185 million will expire, if unused, in the fiscal years 2033 through 2046.

TJX has analyzed the realization of its state net operating loss carryforwards and determined that it is more likely than not that a portion of its state net operating loss carryforwards will not be realized.

The Company had foreign (primarily Australia and the U.K.) net operating loss carryforwards of $ 293 million as of January 31, 2026 and $ 338 million as of February 1, 2025, which can be carried forward indefinitely.

For the foreign net operating loss carryforwards for which the Company determined it is more likely than not that they will not be realized (primarily Australia), valuation allowance of $ 56 million and $ 50 million has been provided for as of January 31, 2026 and February 1, 2025, respectively.

The difference between the U.S.

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Fiscal Year Ended

In millions January 31,

federal statutory income tax rate $ 1,533 21.0 %

Effective state income tax rate, net of federal income tax effect (a)

Foreign tax effects

Canada 107 1.5

Other foreign jurisdictions 18 0.2

Effect of cross-border tax laws ( 17 ) ( 0.2 )

Tax credits ( 63 ) ( 0.9 )

Nondeductible/nontaxable items ( 37 ) ( 0.5 )

Change in unrecognized tax benefits ( 5 ) ( 0.1 )

Other ( 6 ) ( 0.1 )

Worldwide effective income tax rate $ 1,805 24.7 %

(a) California, New York, New Jersey, Massachusetts, Illinois, and Florida make up the majority (greater than 50%) of this category.

There are no changes in tax laws or rates enacted in the current period or changes in valuation allowances which are material for separate disclosure.

Fiscal Year Ended

2025 February 3,

2024 January 28,

federal statutory income tax rate 21.0 % 21.0 %

4 unchanged sentences

Nondeductible/nontaxable items 0.1 0.1

All other ( 0.1 ) ( 0.2 ) ( 0.5 )

Other ( 0.1 ) ( 0.2 )

Worldwide effective income tax rate 25.0 % 25.0 %

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

TJX had net unrecognized tax benefits of $ 217 million as of February 1, 2025, $ 228 million as of February 3, 2024 and $ 265 million as of January 28, 2023.

A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:

TJX’s effective income tax rate decreased for fiscal 2026 compared to fiscal 2025.

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

Cash paid (net of refunds received) for income taxes consisted of the following:

Fiscal Year Ended

In millions February 1,

In millions January 31,

federal tax $ 869

State and local taxes 330

Foreign taxes:

Other foreign jurisdictions 77

Total income taxes paid $ 1,471

A reconciliation of the beginning and ending gross unrecognized tax benefits, excluding interest and penalties, is as follows:

Fiscal Year Ended

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Balance, beginning of year $ 261 $ 226 $ 266

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Balance, end of year $ 286 $ 261 $ 226

Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition.

These items amounted to $ 212 million as of February 1, 2025, $ 221 million as of February 3, 2024 and $ 251 million as of January 28, 2023.

The amount of unrecognized tax benefits that, if recognized, would impact TJX’s effective tax rates is $ 214 million as of January 31, 2026, $ 212 million as of February 1, 2025 and $ 221 million as of February 3, 2024.

TJX is subject to U.S.

federal income tax as well as income tax in multiple state, local and foreign jurisdictions.

and India, fiscal years through 2010 are no longer subject to examination.

In all other jurisdictions, fiscal years through 2011 are no longer subject to examination.

TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense.

The amount of interest and penalties expensed was $ 7 million for the fiscal years ended February 1, 2025, $ 10 million for the fiscal years ended February 3, 2024 and $ 7 million for the fiscal years ended January 28, 2023.

The accrued amounts for interest and penalties are $ 28 million as of February 1, 2025, $ 32 million as of February 3, 2024 and $ 37 million as of January 28, 2023.

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those represented on the Consolidated Financial Statements as of February 1, 2025.

During the next twelve months, it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by up to $ 29 million, which would reduce the provision for taxes on earnings.

federal income tax purposes, fiscal years through 2010 are no longer subject to examination.

The Company is under examination in various jurisdictions, including the U.S.

(federal, state and local) as well as foreign, and believes it has adequately provided for all tax positions in such jurisdictions.

TJX’s accounting policy is to classify interest and penalties related to income taxes as part of income tax expense.

The Company accrued interest and penalties of $ 9 million for the fiscal year ended January 31, 2026, $ 7 million for the fiscal year ended February 1, 2025 and $ 10 million for the fiscal year ended February 3, 2024.

The total accrued amount of interest and penalties was $ 22 million as of January 31, 2026, $ 28 million as of February 1, 2025 and $ 32 million as of February 3, 2024.

TJX is committed under long-term leases related to its continuing operations for the rental of real estate and certain service contracts containing embedded leases, all of which are operating leases.

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Fiscal Year Ended

In millions Classification February 1,

In millions Classification January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Operating lease cost Cost of sales, including buying and occupancy costs $ 2,196 $ 2,101 $ 2,015

3 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Cash paid for amounts included in the measurement of lease liabilities:

1 unchanged sentence

Lease liabilities arising from obtaining right of use assets $ 2,243 $ 2,140 $ 2,055

The following table as of February 1, 2025 summarizes the maturity of lease liabilities under operating leases:

The following table as of January 31, 2026 summarizes the maturity of lease liabilities under operating leases:

Later years 2,930

8 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

9 unchanged sentences

Total accrued expenses and other current liabilities $ 5,891 $ 5,040

All other current liabilities primarily include accruals for insurance, customer rewards liability, expenses payable, reserve for sales returns, professional fees, reserve for taxes, advertising, warehouse services, and other items, each of which is individually less than 5 % of current liabilities.

All other current liabilities primarily include accruals for insurance, customer rewards liability, expenses payable, reserve for sales returns, professional fees, reserve for taxes, warehouse services, advertising, and other items, each of which is individually less than 5 % of current liabilities.

The major components of other long-term liabilities are as follows:

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

13 unchanged sentences

Letters of Credit

TJX had outstanding letters of credit totaling $ 36 million as of February 1, 2025 and $ 40 million as of February 3, 2024.

TJX had outstanding letters of credit totaling $ 13 million as of January 31, 2026 and $ 36 million as of February 1, 2025.

Letters of credit are issued by TJX primarily for the purchase of inventory.

2 unchanged sentences

Fiscal Year Ended

In millions February 1,

In millions January 31,

2026 February 1,

2024 January 28,

2025 February 3,

Cash paid for:

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures