TJX 10-K report for 2026-01-31

The TJX Companies, Inc. Form 10‑K for fiscal 2026 (52 weeks ended January 31, 2026) — business overview, segments, store counts, opportunistic buying model, inventory and pricing strategy, filing metadata (SEC file no. 1‑4908), shares outstanding and market value disclosures.

TJX 10-K report for 2026-01-31 tjx-20260131 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 31 , 2026 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission file number 1-4908 The TJX Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 04-2207613 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 770 Cochituate Road Framingham , Massachusetts 01701 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 508 )  390-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1.00 per share TJX New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒   No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐   No ☒ The aggregate market value of the voting common stock held by non-affiliates of the registrant on August 2, 2025 , the last business day of the registrant’s most recently completed second fiscal quarter, was $ 140 billion based on the closing sale price as reported on the New York Stock Exchange. There were 1,106,810,654 shares of the registrant’s common stock, $1.00 par value, outstanding as of March 20, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on June 9, 2026 (Part III). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form 10-K and our 2025 Annual Report to Shareholders contain “forward-looking statements.” These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “strive,” “target,” “will,” and “would,” or any variations of these words or other words with similar meanings. These forward-looking statements address various matters that we intend, expect or believe may occur in the Management's Discussion and Analysis of Financial Condition and Results of Operation 28 ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk 39 ITEM 8. Financial Statements and Supplementary Data 40 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 40 ITEM 9A. Controls and Procedures 40 ITEM 9B. Other Information 41 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 41 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 41 ITEM 11. Executive Compensation 41 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 41 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 41 ITEM 14. Principal Accountant Fees and Services 42 PART IV ITEM 15. Exhibits, Financial Statement Schedules 42 ITEM 16. Form 10-K Summary 45 SIGNATURES 46 4 PART I ITEM 1. Business BUSINESS OVERVIEW The TJX Companies, Inc. (together with its subsidiaries, “TJX,” the “Company,” “we,” or “our”) is the leading off-price apparel and home fashions retailer in the United States and worldwide. We have over 5,200 stores and six branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day. [Excerpt continues with detailed business, segment and operational disclosures included in the Form 10-K filing.]

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