TJX 10-K & 10-Q changes, risk factors and insider trading

Key elements of our off-price business strategy, including opportunistic buying, operating with relatively lean inventory levels andlevels, frequent inventory turns,turns and our treasure hunt experience, subject us to risks. Our customer transactions and our sales, margins and other financial results could be adversely affected if we do not obtain and allocate the right merchandise at the right times, in the right quantities, at the right prices, in the right mix and into the right stores.

In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to allocate and deliver merchandise to our stores appropriately, maintain an appropriate mix and level of inventory in each store and be flexible in our allocation of floor space at our stores across product categories. We also base our inventory purchases, in part, on our sales forecasts. If our sales forecasts fail to predict customer demand with sufficient accuracy, or we do not appropriately allocate and deliver merchandise to stores, maintain inventory mix and levels, or maintain flexibility in our allocation of floor space across product categories effectively, then we may either have higher inventory levels than we planned and may need to take markdowns on excess or slow-moving inventory, or we may have insufficient inventory to meet customer demand, either of which could impact sales in a way that could adversely affect our financial performance.

In addition to the above factors, a variety of external factors have impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management. In the past, our ability to allocate, deliver and maintain our preferred mix and level of inventory has been impacted by temporary store closures, inflationary pressures, global supply chain disruptions and other challenges as a result of external events. For more information, see “External and Economic Risks” below.

As our success depends on our ability to meet customer demand and expectations, we seek to identify consumer trends and preferences on an ongoing basis and to offer inventory and shopping experiences that meet those trends and preferences. However, we may not do so effectively and/or in a timely manner across our diverse merchandise categories and in each of the many markets in which we do business. Trends and preferences in markets may differ from what we anticipate and could change rapidly. Although our business model allows us greater flexibility to meet consumer product preferences and trends than many traditional retailers (for example, by rapidly expanding and contracting merchandise categories in response to consumers’ changing tastes), we may not successfully do so, which could impact inventory turns, customer transactions and sales, and may have a negative impact on our ability to attract new customers, retain existing customers and/or encourage frequent customer visits and/or cross-shopping of our multiple retail banners, any of which could adversely affect our results.

Customers also may have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels (including digital/social media platforms). These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors. For example, changes to our store layoutlayout, loss prevention, or digital security protocols may impact the shopping experience and customer transactions. Similarly, platforms that help consumers engage with our brands may change in meaningful ways, negatively impacting the consumer experience and reducing or eliminating benefits to us from that channel. Meeting customers’ expectations effectively generally involves identifying the right opportunities, balancing them with potential risks and making the right investments at the right time, on the right scale and with the right speed, among other things, and failure to do so effectively may impact our business and financial results.

The retail apparel and home fashion businesses are highly competitive. We compete on the basis of various factors affecting value (which we define as the combination of brand, fashion, price and quality). We also compete on merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping experience; convenience and store location. We compete with local, regional, national and international retailers that sell apparel, home fashions and other merchandise that we may carry, including retailers that operate through stores, e-commerce and/or other media, as well as omnichannel retailers. Some of our competitors are larger than we areare, orhold greater financial resources, have more experience selling certain product lineslines, provide certain product categories more consistently, or provide products through certaindifferent channels than we do. Competitors may increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce and delivery capabilities, add new sales channels, change their pricing strategies and/or adopt new processes or technologies that may allow them to compete more effectively. We could be at a competitive disadvantage if, over time, our competitors are more effective than we are in their use and integration of rapidly evolving technologies, including artificial intelligence or other emerging technologies. In addition, new competitors frequently enter the market. More generally, consumer e-commerce spending may continue to increase, as it has in recent years, while our business is primarily in brick-and-mortar stores. If we fail to compete effectively, our sales and results of operations could be adversely affected.

Customer transactions and demand for our merchandise may be influenced by our marketing efforts. Although we use various marketing channels (including, among others, linear television, streaming video, audio, outdoor, digital/social media and mobile) to drive customer awareness of and interest in shopping our retail banners and to increase sales, some of our competitors may spend more for their marketing programs or use different approaches than we do, which may provide them with a competitive advantage. Our competitors’ marketing programs may also resonate with consumers more than ours do. Changes to online search, email delivery, and digital/social media (including algorithmic changes) can increase customer acquisition costs, reduce the effectiveness of digital marketing and/or alter traffic patterns to our e-commerce sites and/or stores. We may not be able to develop or implement strategies effectively in rapidly evolving digital/social media channels, which may adversely impact some of our banners, segments, or overall business. We also may face challenges appropriately managing consistent strategies for our different banners across geographies. Further, partnershipsour withmarketing partners, celebrities, social media content creators, influencers or other individuals who are viewed as representing our banners may expose us to reputational or other risks. For delivery of our marketing we depend on a variety of partners whose financial health, reputation and/or ability to attract talent could negatively impact the results of our marketing. If our marketing efforts are not as successful or cost effective as anticipated, our revenue and results of operations could be adversely affected.

Our growth strategy includesincludes, whether by development, investment, or acquisition, successfully expanding our business within our current markets and/or into new geographic regions, appropriately calibrating product lines and channels (including within our e-commerce sites) and, as appropriate, adding new businesses, whether by development, investment, or acquisition.businesses. If any aspect of our expansion strategy does not achieve the success we expect, in whole or in part, we may fail to meet our financial performance expectations generally or within certain markets or divisions, and we may be required to increase or decrease investments or slow our planned growth. For our store growth, even if a particular market has high commercial vacancies, if we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open stores, or if new stores do not perform as well as we anticipated, we may need to change our planned growth in those markets. We have closed stores and operations and have divested from and disposed of businesses in the past, including for performance-related reasons, and we may be required to do so again in the future.

Growth can also add complexity to our business operations by requiring effective and timely information sharing; significant additional attention from our management and other functions across our business, including compliance and risk management; attention to varied health and safety requirements; integration of existing or development of new capabilities, processes and controls; increased staffing and Associate training and/ retention, including in new or retentionunfamiliar labor markets; and management of appropriate third-party providers, including training or coordinating with those operating businesses in which we are invested or with which we share certain responsibilities. These requirements may increase with further growth, particularly if we expand into additional countries. If we are unable to manage our growth effectively, our business may be adversely affected or we may need to reduce the rate of expansion or otherwise curtail growth, which may adversely affect our sales, business plans and results.

The substantial size of our business can make it challenging to run our complex operations effectively and to manage suitable internal resources and third-party providers with appropriate oversight, including, for example, for teams managing administration, information technology (“IT”) systems, merchandising, sourcing, marketing, store operations, distribution, logisticslogistics, compliance, finance and compliance.administrative support. The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems, controls, practices and policies may not be implemented effectively or consistently implemented or updated on a timely basis throughout our company, or that information may not be appropriately shared across our operations. The size and scale of our business also createscreate challenges in human resources administration and effectively recruiting, managing, training, retaining and engaging a large, disparate workforce, including thoseAssociates within aon-site, remote orand hybrid work arrangement.roles. These challenges may increase if a portion of our workforce is unable to work on site or is temporarily furloughed, as has occurred in the past. If we are unable to manage our size and scale effectively, our results of operations may be adversely affected.

–informationIT technologysecurity or resiliency challenges;

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

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

Compromises of our cybersecurity, disruptions in our information technologyIT systems, or failure to satisfy the information technologyIT needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation.

Our business depends on our information technology (“IT”) systems, which collect and process information of customers, Associates and other persons, as well as information of our business and of our suppliers, service providers and other third parties. We rely heavily on IT systems, including those operated and maintained by our suppliers, service providers and other third parties, to manage key aspects of our business, including planning; purchasing; sales, including point-of-sale transaction processing and e-commerce; supply chain management; logistics; inventory management; human resources; financial management; communications; information security and legal and regulatory compliance. Our ongoing operations and successful growth are dependent on these systems and require us to accurately anticipate our current and future IT needs. This includes successfully developing, implementing and maintaining appropriate systems; adopting new technologies (including artificial intelligence or other emerging technologies) appropriately and in a timely manner; and maintaining effective disaster recovery and resiliency plans for such systems. Our ongoing operations and successful growth are dependent on our doing these things effectively. We also are dependent on the ongoing integrity, security and consistent operation of these systems, including related back-up systems.

As is common in the retail industry, our IT systems, as well as those of our suppliers, service providers and other third parties whosewith information technology systemswhom we utilizedo business directly or indirectly, are targeted by attempts to access or obtain personal or other sensitive information, attempts at monetary theft and attempts to disrupt business. These attempts include use of malware, ransomware, phishing, vishing, deepfakes, social engineering, denial-of-service attacks, exploitation of system vulnerabilities or misconfigurations, Associate or third-party service provider malfeasance, digital and physical payment card skimmers, account takeovers and other forms of cyber-attacks. These attempts continue to increase in sophistication (including through the use of artificial intelligence), heightening the risk of compromise or disruption. While some of these attempts have resulted in cybersecurity incidents, the unauthorized intrusion into our network discovered late in 2006 is the only such cybersecurity incident to date that has been material to the results of our operations. Our IT systems and those of our suppliers, service providers and other third parties with whom we do business directly or indirectly also may be damaged or disrupted, or personal or sensitive information compromised, from a number of other causes, including power outages, system failures, catastrophic events, or Associate or third-party error. Such damage, disruption or compromise could materially impair our ability to operate our business or otherwise result in material impacts on our operating results.

Changes in the business landscape and the increaseimpact of remote working by our Associates, service providers and other third parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a cybersecurity compromise. Additionally,The theresize, continuesgeographic todispersion, beand aturnover heightened risk of cybersecurity incidents as a result of geopolitical events outsiderate of our control.workforce These factors have led toincrease the needrisk for additional mitigation strategies and investments acrossthat our ITcontrols Securitymay workforce,not technologiesbe andimplemented processes.consistently.

We maintain policies, procedures and controls designed to reduce the risks of cybersecurity compromises and IT failures or disruptions, but these controls vary in maturity across the business and may fail to operate as intended or be circumvented by bad actors. Additionally, the logging policies, procedures and controls that we have implemented to facilitate the investigation of potential cybersecurity compromises or disruptions may be insufficient to fully investigate alland determine the root cause of each such events.event. These policies, procedures and controls also require costly and ongoing investment in technologies, hiring, training and compliance.

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

Our Associates are key to supporting our business and operations effectively, and we expect that our operating expenses will continue to reflect increasedincreasing labor costs. We have a large and disparate workforce, and our ability to meet our labor needs and manage labor costs is subject to various external factors such as minimum wage laws and benefitsother requirementspay or benefit mandates; market pressures, including prevailing wage rates and benefit levels, unemployment levels andlevels, competition for labor fromwithin otherand industriesbeyond the retail industry, and labor market dynamics related to automation and technology; economic conditions, including inflation; changing demographics and workforce trends, including with respect to unionization and collective bargaining; costs associated with workplace health and safety costs; interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, health and other employee benefits,benefits; includinggovernmental health and insurance costsprograms; and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension and other employee benefitsbenefits, and taxes.taxation. Any of these factors could increase, and in the past have increased, our labor costs. These factors could also increase the labor or other costs of our service providers, or result in labor disruptions affecting their operations, which could be passed on to us.us or increase our legal exposure or costs. Conversely, failing to offer competitive wages or benefits, or to manage our workforce effectively, could adversely affect our ability to attract or retain appropriate talent sufficient to meet the needs of our business, causingwhich could cause our customer service or business execution to suffer, potentially impacting consumers’ desire to shop our stores, among other things, and causingadversely affect our financial performance to suffer.performance.

Additionally, many Associates in our distribution centersnetwork in the United States and Canada are members of unions, and other Associates are members of works councils in Europe. We are subject to the risk of labor actions or disruptions of various kinds, including work stoppages and decreased flexibility as a result of labor law limitations. We are subject to risks and potential material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased contribution or funding requirements, changes in plan terms, withdrawal liability, increased premium costs, conditions imposed under any governmental assistance programs or the insolvency of other participating employers or governmental insurance programs. Other portions of our workforce,workforce that are not covered by collective bargaining agreements, including, for example, Associates who work in our U.S. stores, whichwho makesmake up the largest portion of our workforce, may become unionized, which may subject us to additional requirements, expectations, actions or expense.

We need to employ a large number of capable, engaged Associates for our stores and distribution centers and for other areas of our business. We must constantly recruit new Associates to fill entry level and part-time positions, which have high rates of turnover, and at certain times must hire sufficient numbers of seasonal talent. The availability and skill of Associates may differ across markets in which we do business and in new markets we enter, and we may be unable to meet or manage our labor needs effectively. In addition, we have faced and may continue to face additional challenges in recruiting or retaining sufficient talent due to shifts in the labor market, wage pressures and competition, flexible scheduling needs and health and safety concerns, among other factors. We have faced and may continue to face challenges in engaging, overseeing and training Associates within on-site, remote or hybrid work arrangements.roles. We also have faced and may continue to face potential challenges relating to Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of economic pressures, health and safety concerns or otherwise.

Our performance also depends on recruiting, hiring, developing, training and retaining talented Associates in key areas such as buying, information technologyIT functions, and other corporate areas. Similar to other retailers, we face challenges in securing and retaining sufficient talent in management and other key areas for many reasons, including competition for talent in the retail industry, from other industries and in various geographic markets. In addition, because of the distinctive nature of our off-price model, we must provide significant internal training and development, in-person or remotely,development and successfully manage transitions for key Associate roles across the Company, including within our buying organization. Failure to effectively attract qualified individuals, train them on our business model, support their development, engage them in our business, and retain them in sufficient numbers and at appropriate levels of the organization, and implement appropriate succession plans could disrupt our operations, impair our ability to execute our business model, limit our growth, and negatively impact our business and financial results.

Our customer relationships and our reputation are based, in part, on perceptions of subjective qualities. Incidents that erode trust or confidence in our company could adversely affect our reputation and thereby impact our business, particularly if the incidents result in rapid or significant adverse publicity, protest, litigation, boycotts, governmental inquiry or other stakeholder response.responses. This could include incidents that involve the company; our policies and practices; our retail banners; our executives and other Associates; our board of directors; senior leadership transitions, including those involving our Chief Executive Officer or other key executives; how we source merchandise; our third-party providers, including those providing retail operations on our behalf; our vendors and others within our supply chain; the merchandise and brands that we sell, including our licensed or owned brands; our investments; the regions where we have operations or investments; our marketing partners; celebrities, content creators, social media influencers, or other individuals viewed as representing us or our banners (whether or not we partner with them) that may draw attention to our retail banners; product recalls; incidents involving workplace safety, harassment or discrimination claims, or labor activity; inquiries or other communications from governmental agencies about our business or practices; and our industry more generally. Information onabout such incidents that is publicized through traditional or digital/social media platforms andor other forums that facilitate rapid, broad communications to an audience of consumers and other interested persons, may adversely affect our reputation and brand, even if the information is inaccurate, incomplete, or unverified. Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to sensitive or polarizing topics, crises, or political matters, or on issues related to corporate responsibility or environmental, social and governance (“ESG”) matters, andor any perceived lack of transparency about such matters, could harm our reputation.

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

Various stakeholders, including certain advocacy groups, investors, customers, governmental officials and Associates, have increasingly focused onon, and, from time to time, communicated with the Company about, topics such as social impact, environmental sustainability, human capital management, human rights and other related matters in a variety of ways that are not necessarily consistent. From time to time, we have announced certain initiatives related to our corporate responsibility efforts, which we have focused under four pillars: workplace, environmental sustainability, communities and responsible sourcing,sourcing (which includes social compliance.compliance in our supply chain). These initiatives may be considered to be overreaching by some stakeholders and inadequate by other stakeholders. We could fail or be perceived to fail or fall short in our pursuit of such initiatives, in going too far in pursuing priorities perceived as outside of our business mission, or in accurately and comprehensively reporting our progress on such initiatives and any related goals and commitments. If our practices or disclosures in these areas do not meet investor or other stakeholder expectations and standards, including related to climate change, environmental sustainability, human capital management, inclusion and diversity, supply chain management and human rights, or do not meet related regulations and expectations for transparency,expectations, our reputation may be impacted negatively, and we may be subject to litigation risk, regulatory enforcement and/or other governmental scrutiny or action, which could materially impact our operating results. In addition, we could be criticized for the scopescope, pace or prioritization of our programs, initiatives or goals, which some may consider too wide and others may perceive as too narrow, or perceived as not acting responsibly in connection with these matters or otherwise, and that evaluation may be based on factors unrelated to the impact of these matters on our business, financial or otherwise. Our failure, or perceived failure, with these programs or initiatives or more generally to manage reputational threats and meet shifting and, in certain cases, inconsistent, stakeholder expectations or consumer preferences could negatively impact our brand, image, reputation, credibility, Associate recruitment and retention and the willingness of our customers and suppliers to do business with us.

We have a significant retail presence in several countries in Europe and in Canada and Australia. We also operate buying and other offices around the world and have made recent investments in certain geographies, including our entry into a joint venture in Mexico and our other minority equity investment in the Middle East. We generally look for opportunities to continue to expand our operations globally.globally, such as our announced expansion into Spain. It can be costly and complex to establish, develop and maintain international operations, to identify appropriate store locationslocations, to hire, train and integrate Associates, and to promote business in new international jurisdictions, which may differ significantly from other countries in which we currently operate.

As with our current operations, risks are inherent in opening and developing operations in, or making investments in, new countries, including thoserisks related to compliance underwith the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Additional risks include, among others, understanding the local retail climate and trends, local customs and cultures, local labor markets, seasonal differences, business practices and competitive conditions; complying with relevant laws, rules and regulations; developing an appropriate infrastructure; identifying suitable partners for local operations and for integration with our global operations and effectively communicating and implementing company policies and practices in new, possibly remote, jurisdictions. Financial, regulatory and other risks are also associated with international operations, including currency exchange fluctuations; potentially adverse tax consequences; limitations on the repatriation and investment of funds outside of the country where earned; trade regulations; other compliance requirements; the risk of policy or regulatory changes, including those that could affect sourcing and allocation and/or add significant compliance and disclosure costs; the risk of political, economic and civil instability and labor unrest; and uncertainties regarding interpretation, application and enforceability of laws and agreements. Any of these risks could adversely impact our operations, profitability or liquidity.

Our operating results have fluctuated from quarter to quarter, sometimes significantly, at points in the past and may do so again in the future. If we fail to increase our results over prior periods, to achieve our projected results or to meet the expectations of securities analysts or investors, our stock price may decline (as it has at times in the past), and the decrease in the stock price may be disproportionate to the shortfall in our financial performance. Results may be affected by various factors, including those described in these risk factors. In addition, we maintain a forecasting process that seeks to plan sales and align expenses. However, if we do not control costs or appropriately adjust costs to actual results, or if actual results differ significantly from our forecast, our financial performance could be adversely affected. In addition, if we suspend our buyback program, which we have done in the past, or if we have an active buyback program and are repurchasing shares but do not repurchase the number of shares we contemplated pursuant to our financial plans at the rate or in the timing we planned, our earnings per share may be adversely affected. Similarly, if we reduce or suspend our dividend distributions, as we did for part of fiscal 2021, our stock price may be adversely affected.

Risk of loss or theft of assets, including inventory shrinkage, is inherent in the retail business. Loss may be caused by error or misconduct of Associates, customers, vendors or other third parties, including through organized retail crime and professional theft, and may be further impacted by macroeconomic factors, including the enforcement environment, as well as increased inventory levels in our stores. We may not be able to effectively determine the cause or extent of the loss in a timely manner or at all.loss. Our inability to prevent and/or minimize or reduce the loss or theft of assets effectively, or to predict and accrue for the impact of those losses accurately, has adversely affected our financial performance in the past and could do so again. In addition, our ability to provide a safe environment in our stores may be impacted in the course of a theft or other behavioral situations that periodically arise.

Our business depends upon our operations continuing to generate strong cash flow to supply capital to support our general operating activities, to fund our anticipated growth and any return of cash to stockholders through our stock repurchase programs and dividends and to pay our interest and make debt repayments. If we are unable to generate sufficient cash flows or to repatriate cash from our international operations in a manner that is cost effective, our growth plans, capital expenditures, operating expenses and financial performance, including our earnings per share, could be adversely affected. Changes in the capital and credit markets, including market disruptions, limited liquidity and interest rate fluctuations, have in the past increased and may continue to increase the cost of financing or may restrict our access to these potential sources of liquidity. Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance and maintaining strong credit ratings. On occasion, we borrow money to finance our activities, and if financing were not available to us in adequate amounts and on appropriate terms when needed, that could also adversely affect our financial performance.

If we engage in mergers,Mergers, acquisitions or investments in new businesses, or divest,divesting, closeclosing or consolidateconsolidating any of our current businesses, subjects our business could be subject to additional risks.risks and could adversely affect our results.

We have in the past and may again acquire new businesses; invest in or enter into joint ventures with other businesses (as we did during fiscal 2025 with our minority equity investment in the Middle East and in our joint venture in Mexico); develop new businesses internally (as with Homesense, our second U.S. home store concept); launch or expand e-commerce platforms (as we have done with tkmaxx.de and tkmaxx.at in Europe); and divest (as we did in fiscal 2023 with our minority interest in an off-price retailer of apparel and home fashions operating stores throughout Russia), close, or consolidate businesses. Failure to execute on mergers, acquisitions, investments, divestitures, closings and consolidations in an effective or satisfactory manner, including due to circumstances outside our control, could adversely affect our future results of operations and financial condition. Acquisition, investment or divestiture activities may divert attention of management away from operating theour existing businesses. We may not effectively evaluate target companies, investments or investment partners or assess the risks, benefits and costs of buying, investing in or closing businesses, or the integration or attendant risks of acquired businesses or investments, all of which can be difficult, time-consuming and dilutive. These activities may not meet our performance and other expectations and may expose us to unexpected or greater-than-expected costs, liabilities and risks, including from, for example, changes in law, market conditions, economic conditions, the retail industry, political conditions, human capital matters, inaccurate assumptions, or the negligence or malfeasance of our partners or other third parties. In addition, in connection with most of our prior acquisitions, we recorded intangible assets and goodwill and the value of the tradenames, and may similarly do so in the future in connection with other acquisitions. If we are unable to realize the anticipated benefits from acquisitions or investments, we may be required to impair some or all of the goodwill associated with an acquisition or some or all of the investment, which would adversely impact our results of operations and balance sheet, such as with an impairment charge. For example, in connection with the conflict between Russia and Ukraine, we divested our minority ownership interest in an off-price retailer that operates stores in Russia and did not recover the full value of our investment. Divestitures, closings and consolidations could involve risks such as significant costs and obligations of closure, including exposure on leases, owned real estate and other contractual, employment, pension and severance obligations and potential liabilities that may arise under law as a result of the disposition or as a result of the credit risk of an acquirer.

We lease almost all of our store locations and either own or lease for long periods our primary distribution centers and administrative offices. Accordingly, we are subject to the risks associated with leasing and owning real estate. While we have the right to terminate some of our leases under specified conditions, including by making specified payments, we may not be able to terminate most of our leases if or when we would like to do so. If we decide or are required to permanently close stores, we typically are required to continue to perform obligations under the applicable leases, which generally include, among other things, paying rent, insurance premiums, real estate taxes, and maintenance expenses for the balance of the lease term, and the cost of any of these obligations may be significant. When we assign leases to third parties, or if we sell or close a business, we can remain liable for the lease obligations for the balance of the term and be contingently liable if the assignee does not perform (as was the case with some of our former operations). We also remain primarily liable if we sublease space to a third party. In addition, when the lease terms for the stores in our ongoing operations expire, we may be unable to negotiate renewals, either on commercially reasonable terms or at all, which could cause us to permanently close stores or to relocate stores within a market on less favorable terms or in a less favorable location. If we decide to cease operations at any locations that we own, we may be unable to dispose of such real estate (including by selling or leasing such real estate to a third party) on favorable market terms. In such case, we would continue to incur ownership obligations on unused property, and the cost of these obligations may be significant. Any or all of these factors could adversely affect our financial results.

Volatility or uncertainty in regulation or policy, including in areas such as international diplomacy, trade and tariff policies; threats or occurrences of war or armed conflictconflict, geopolitical instability or uncertainty, (including thein ongoingUkraine Russia-Ukraine conflict, the conflict inand the Middle East, and shipping disruptions in the Red Sea and surrounding waterways); terrorism; pandemics or epidemics (such as the COVID-19 pandemic); supply chain disruptions; geopolitical instability or uncertainty; uncertainty regarding the financial stability of banking institutions; and political or social unrest and/or conflict (locally or across regions) have had and may continue to have significant effects on consumer confidence and spending. Factors that affect consumer confidence and spending can in turn affectimpact ourtrends financialin results and impactspending, the retail industry generally. These conditionsgenerally, and factors also shift trends in consumer spending that could affect our business.business and financial results. Shifts in the market may adversely affect our sales, cash flows, merchandise orders and results of operations and performance.

Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business, affect our merchandise margins,margins and adversely affect our financial condition, results of operations, reputation,reputation and our relationships with customers, vendors,vendors and Associates in the short- or long-term. Similarly, changes in laws and policies governing foreign trade, manufacturing, development,development and investment in the countries where we currently operate could adversely affect our business.

The U.S. government recentlyhas announcedimposed, and may in the future impose further, tariffs on product imports from certain countries,foreign including Canada, Mexico,goods and China.product imports. These actions have resulted, and are expected to further result, in retaliatory measures on U.S. goods. IfIn maintained,February these2026, recentlythe announcedU.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). The ruling may allow for recovery of IEEPA tariff amounts previously paid, although the timing and administration of any potential IEEPA tariff refunds is unknown and may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court’s ruling, an executive order was issued imposing a new global tariff, in addition to any existing non-IEEPA tariffs. The outlook on further trade policy actions, including trade agreements and potential retaliatory tariffs is unclear. These tariffs and theother potential escalation of trade disputes could pose a risk to our business that could affect our revenue and cost of sourcing our merchandise. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as further changes to the U.S. government tariff policies, negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of merchandise, and our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs. Further, actions we take to adapt to new tariffs or trade restrictions may increase risk or may cause us to modify our operations, which could be time-consuming and expensive; impact pricing of our merchandise, which could impact our sales, profitability, and our reputation as a value retailer; or cause us to forgo business opportunities.

Global financial markets can experience volatility, disruption and credit contraction, which could adversely affect global economic conditions. ChangesOn occasion, we borrow money to finance our activities, and if financing were not available to us in economicadequate conditionsamounts and on appropriate terms when needed, that could adversely affect sources of liquidity available to us or our costsfinancial ofperformance. capital,Changes includingin throughthe capital markets.and Incredit particular,markets and general market disruptions, such as prolonged volatility or significant disruption of global financial markets relating to the financial and regulatory environment; interest rate increases following a period of low interest ratesfluctuations; geopolitical conflict; and disruptions impacting traditional banking, could have ain negativethe impactpast onincreased and may continue to increase the cost of financing or may restrict our abilityaccess to accesspotential capitalsources marketsof and other funding sources,liquidity on acceptable terms or at all, and impede our ability to comply with debt covenants. In addition, changes in economic conditions could adversely affect plan asset values and investment performance and increase our pension liabilities, expenses and funding requirements and other related financial exposure with respect to company-sponsored and multiemployer pension plans. We rely on banks and other financial institutions to safeguard and allow ready access to assets such as cash and cash equivalents. Our continued access to liquidity sources on favorable terms also depends on factors such as our operating performance and maintaining strong credit ratings. Our strategies for managing these financial risks and exposures may not be effective or sufficient or may expose us to risk.

Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate conditions, which have recentlycontinued beento increasingincrease in severity and frequency; public health issues, such as pandemics and epidemics (such as the COVID-19 pandemic); fires or explosions; acts of war or conflict (such as the ongoing Russia-Ukraine conflict, the ongoing conflict in the Middle East and shipping disruptions in the Red Sea and surrounding waterways); domestic or foreign terrorism or other acts of violence (including riots or active shooter situations); or cyberterrorism, nation-state cyber-attacks, or other cyber events could disrupt our operations and/or have an adverse effect on our results of operations and financial condition in a number of ways,ways. includingThese byeffects could include causing injury or serious harm to our Associates or customers; severely damaging or destroying one or more of our stores, distribution facilities, or office facilities; or could disruptdisrupting the operations of, or requirerequiring the closure of, third-party service providers, one or more of our vendors or other parts of our supply chain located in the affected areas. Day-to-day operations, including our ability to receive products from our vendors or third-party service providers or to transport products to our stores or to our e-commerce customers could be adversely affected, transportation to and from our stores (by customers or Associates) could be limited, or we could temporarily close stores or distribution centers in the affected areas or in areas served by affected distribution centers for a short or extended period of time. Government regulations and responses to such events or conditions could affect our operations or result in material expenses relating to compliance. Adverse or unseasonable weather, such as storms, severe cold or heat or unseasonable temperatures (even if not extreme), which could increase in both frequency and severity over time, may also affect customers’ buying patterns and willingness to shop at all or in certain categories we offer, particularly in apparel, products viewed as contributing to deforestation or biodiversity loss, or seasonal merchandise and may affect our ability to source products containing raw materials whose yield is affected by adverse weather, which could impact our sales, customer satisfaction with our stores, and our markdowns, adversely affecting our business.

Energy and fuel costs can fluctuate dramatically and, at times, have resulted in significant cost increases, particularly for the price of oil and gasoline. An increase in the price of oil increases our transportation costs for distribution, utility costs for our retail stores and costs to purchase our products from suppliers.vendors. Although we typically enter into derivative instruments designed to manage a portion of our transportation costs (a hedging strategy), any such strategy may not be effective or sufficient and could result in increased operating costs. Increased global and U.S. regulation related to environmental costs, including cap and trade, carbon taxes or other emissions management systems could also adversely affect our costs of doing business, including utility, transportation and logistics costs. Shortages or disruptions, including from increased demand, geopolitical conflicts and other factors, impacting transportation within our supply chain, also negatively impact our cost of business and cause costs to fluctuate in ways we may not be able to anticipate. For example, in recent years, increased freight costs related to labor, equipment and capacity shortages involving freight hauling, increased interest rates,rates as well asand other factors, had an adverse impact on our margins. Geopolitical events have in the past and may again impact fuel resources and operations of third parties along our supply chain such that our inventory flow and financial performance is negatively impacted. Similarly, food and other commodity prices can fluctuate dramatically. SuchCommodity price increases can impact the cost of merchandise, which could adversely affect our performance through potentially reduced consumer demand or reduced margins.

–labor and employment practicespractices, including pay and benefits, includingworker payclassification, transparencywork requirements,authorization, and rules applicable to labor unions and works councils;

–import/export, supply chain, social compliance, and trade restrictions and logistics, including resulting from changes to requirements or policies from the Uyghur Forced Labor Prevention Act, the Countering America’s Adversaries Through Sanctions Act and the continuation of widespread sanctions as a result of the ongoing Russia-Ukraine conflict;

Complying with applicable laws, rules, regulations, standards, interpretations, orders and our own internal policies may require us to spend additional time and resources to develop and implement new policies, procedures and other controls, consolidate and report additional data, conduct audits, train Associates and third parties on our compliance methods, or take other actions, particularly as we continue to grow globally and enter new markets, countries, or product categories and affect our operations including where, what, and how we source and how we allocate what we buy, any of which could adversely impact our results. Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations have required, and are expected to continue to require, us to invest in compliance efforts or otherwise expend resources before changes are certain. There have been significant and wide-rangingcontinue reformsto be changes to federal policy and the federal government in the U.S.U.S., sincewhich have impacted, and may continue to impact, among other things, the presidentialU.S. administrationand changedglobal ateconomy, international trade relations, unemployment, immigration, healthcare, taxation, and the beginningU.S. ofregulatory 2025, and there is significant uncertainty regarding the impact of such reforms.environment.

We are involved in, and may in the future become involved in additional, legal proceedings, regulatory reviews, audits and other legal matters. These may involve inquiries, investigations, lawsuits and other proceedings by local, provincial, state and national governmental entities (in the U.S. and other countries) and private plaintiffs, including with respect to employment and employee benefits (such as classification, employment rights, discrimination, wage and hour, retirement, health and other benefits, retaliation, work authorization and pay transparency); whistleblower claims; harassment claims; tax; securities; disclosure; real estate; environmental matters; hazardous materials and hazardous waste; torttorts; business practices; consumer protection; potential tariff refunds; privacy/cybersecurity; product safety and compliance; advertising; and intellectual property. There continue to be employment-related and consumer protection lawsuits, including putative class actions, in the United States, and we are subject to these types of suits. We cannot predict the results of legal and regulatory proceedings with certainty, and actual results may differ from any reserves we establish estimating the probable outcome. Regardless of merit or outcome, these proceedings can be both time-consuming and disruptive to our operations and may cause reputational harm as well as significant expense and diversion of management attention. Legal, regulatory and other proceedings could expose us to significant defense costs, fines, penalties and liability to private parties and governmental entities for monetary recoveries and other amounts and attorneys’ fees and/or require us to change aspects of our operations, any of which could have a material adverse effect on our business and results of operations.

Various governmental authorities in the jurisdictions where we do business regulate the quality and safety of the merchandise we import, transport and sell to consumers. Regulations and standards in this area, including federal laws and regulations enforced by the U.S. Consumer Product Safety Commission (such as the Consumer Product Safety Improvement Act of 2008) and the U.S. Food and Drug Administration (such as the U.S. Food Safety Modernization Act), state laws and regulations like California’s Proposition 65 and similar obligations in other countries in which we operate, impose restrictions and requirements on the merchandise we buy and sell. These requirements change from time to time, and new national, state, provincial or local regulations in the U.S. and other countries that may affect our business are contemplated and enacted with some regularity. We rely on our vendors to provide quality merchandise that complies with applicable laws and regulations and our vendor code of conduct. However, our vendors have not always complied with such obligations. If we, our merchandise vendors, or other third parties performing services on our behalf are unable or fail to comply with regulatory requirements on a timely basis or at all, or to adequately monitor new regulations that may apply to existing or new merchandise categories or in new geographies, or if we sell non-compliant, unsafe, or previously recalled products, we could have to conduct product recalls, incur significant fines or penalties for non-compliance with applicable laws and regulations and have to curtail some aspects of our sales or operations, any of which could have an adverse effect on our financial results. Allegations of non-compliance with applicable laws and regulations could, and in certain instances in the past have, exposed us to litigation or governmental enforcement action. Although our arrangements with our vendors frequently provide for indemnification for product liabilities, the vendors may fail to honor these obligations to an extent we consider sufficient or at all. In certain circumstances, we may bear some responsibility for compliance with applicable product safety laws, labeling requirements and other applicable laws and regulations. In addition, failure to comply with, or the perception that we have failed to comply with, other social compliance, product, labor and/or environmental standards or monitoring practices, all of which continue to evolve, related to the products we sell could subject us to reputational harm and impact our financial results.

The discussion that follows relates to our 52-week fiscal year ended January 31, 2026 (fiscal 2026) and our 52-week fiscal year ended February 1, 2025 (fiscal 2025) and our 53-week fiscal year ended February 3, 2024 (fiscal 2024) and our 52-week fiscal year ended January 31,30, 20262027 (fiscal 20262027).

–Net sales increased 4%7% to $60.4 billion for fiscal 2026 versus $56.4 billion for fiscal 2025 versus $54.2 billion for fiscal 2024.2025. As of FebruaryJanuary 1,31, 2025,2026, both the number of stores in operation increasedand approximately 3% andthe selling square footage increased approximately 2%3% compared to the end of fiscal 2024.2025.

–Consolidated comp store sales increased 4%5% in fiscal 2025.2026. See Net Sales below for the definition of comp store sales.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 20252026 was 11.5%.12.1%. This was a 0.50.6 percentage point increase compared to 11.0%11.5% for fiscal 2024, which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024.2025.

–Our selling, general and administrative (“SG&A”) expense ratio for fiscal 20252026 was 19.4%,19.1%, a 0.10.3 percentage point increasedecrease compared to 19.3%19.4% for fiscal 2024.2025.

–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 and Sierra stores,sites, were up 1%10% at the end of fiscal 20252026 as compared to the prior year. Starting in the first quarter of fiscal 2026, Sierra stores are included in the consolidated average per store inventories.

Net sales for fiscal 20252026 totaled $56.4$60.4 billion, a 4%7% increase versus net sales of $54.2$56.4 billion for fiscal 2024.2025. The increase includes a 4%5% increase in comp store sales, a 2% increase from non-comp storesales, sales,and a neutral impact from foreign currency exchange rates, partially offset by a negative 2% estimated year-over-year impact from the 53rd week in fiscal 2024.rates. Net sales from our e-commerce sites combined amounted to less thanapproximately 2% of total sales for both fiscal 20252026 and fiscal 2024.2025.

Comp storesales salesincreased 5% for fiscal 2026 and increased 4% for fiscal 2025 and increased 5% for fiscal 2024.2025. Comp store sales for fiscal 20252026 waswere driven by a higher average basket and an increase in customer transactions. Both home comp store sales growth (as defined below) and apparel comp store sales growth (as defined below) generally performed in line with the overall comp store sales increase for fiscal 2025.2026.

As of FebruaryJanuary 1,31, 2025,2026, both our store count increased approximately 3% and selling square footage increased approximately 2%3% compared to the same period last year.

Definition of Comparable Store Sales

We define comparable store sales, or comp store 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 store sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp storesales 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 store sales (“non-comp store sales”) consist of sales from:

–New stores or e-commerce sites - stores or sites that have not yet met the comp store sales criteria, which represents a substantial majority of non-comp store 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 store sales calculation at the beginning of a fiscal year, and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.

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

We define customer transactions to be the number of transactions in stores or online included in the comp store 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.

The decrease in the cost of sales ratio, including buying and occupancy costs, was attributabledue to higherfavorable merchandise margin dueand toexpense leverage on higher markon,comp sales. Merchandise margin reflects lower freight costs and lower inventory shrink expense, partially offset by higher supply chain costs.expense.

SG&A expenses, as a percentage of net sales, was 19.4%19.1% for fiscal 2025,2026, ana increasedecrease of 0.10.3 percentage points compared to 19.3%19.4% for fiscal 2024.2025.

Interest (income) expense, net increaseddecreased for fiscal 20252026 compared to fiscal 20242025 due to ana increasedecrease in interest income driven primarily by a higherdecrease averagein cashprevailing balance.rates.

The effective income tax rate was 24.7% for fiscal 2026 and 25.0% for fiscal 20252025. andThe decrease in the fiscal 2024. There were no significant changes to our2026 effective income tax rate foris fiscalprimarily 2025, compareddue to fiscala 2024.benefit from the acquisition of federal tax credits.

Net income was $5.5 billion in fiscal 2026 compared to $4.9 billion in fiscal 2025 compared to $4.5 billion in fiscal 2024.2025. Diluted earnings per share in fiscal 20252026 were $4.26$4.87 compared to $3.86$4.26 in fiscal 2024,2025. whichThe includedcredit ancard estimatedinterchange fees litigation settlement and related expenses resulted in a net benefit of $0.10$0.14 on diluted earnings per share from the 53rd week in fiscal 2024.2026. Foreign currency had a $0.01 negative impact on diluted earnings per share in fiscal 2026 compared to a $0.01 positive impact on diluted earnings per share in fiscal 2025 compared to a neutral impact on diluted earnings per share in fiscal 2024.2025.

Net sales for Marmaxx were $36.6 billion for fiscal 2026, an increase of 6% compared to $34.6 billion for fiscal 2025, an increase of 4% compared to $33.4 billion for fiscal 2024.2025. The increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.sales.

The increase in comp store sales for fiscal 20252026 was driven by a higher average basket and an increase in customer transactions. While both Marmaxx home andBoth apparel comp storesales growth and home comp sales growth weregenerally positive,performed homein line with the overall comp store sales growth outperformed apparel comp store sales growthincrease for fiscal 2025.2026. Geographically, comp store sales growth was positivestrongest acrossin allthe regions.South region.

Segment profit margin increased to 14.1%15.1% for fiscal 20252026 compared to a segment profit margin of 13.8%14.1% for fiscal 2024.2025. The increase in segment profit margin was primarily driven by highera net benefit from the credit card interchange fees litigation settlement and related expenses as well as favorable merchandise margin,margin. Merchandise margin reflects lower inventory shrink expense and lower freight costs partially offset by incremental store wage and payroll costs and higher occupancy and administrative costs. Merchandise margin reflects higher markon and lower inventory shrink expense.markdowns.

Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented lessapproximately than 3%2% of Marmaxx’s net sales for fiscal 20252026 and fiscal 2024,2025, and did not have a significant impact on year-over-year segment margin comparisons.

In fiscal 2026,2027, we expect to open 4045 Marmaxx net new stores and approximately 2024 new Sierra stores, which would increase selling square footage by approximately 2%.

Net sales for HomeGoods were $10.2 billion for fiscal 2026, an increase of 8%, compared to $9.4 billion for fiscal 2025, an increase of 4%, compared to $9.0 billion for fiscal 2024.2025. The increase in net sales reflects a 4%5% increase from comp store sales and a 2%3% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.sales.

The increase in comp store sales for fiscal 20252026 reflectedwas driven by a higher average basket and an increase in customer transactions, partially offset by a decrease in average basket.transactions. Geographically, comp store sales growth was strongest in the WestWest, South and Midwest regions.

Segment profit margin increased to 10.9%12.2% for fiscal 20252026 compared to a segment profit margin of 9.6%10.9% for fiscal 2024.2025. The increase in segment profit margin for fiscal 20252026 was primarily driven by higherfavorable merchandise marginmargin, expense leverage on higher comp sales, lower supply chain and thestore year-over-yearcosts and a net benefit from closingthe HomeGoods’credit e-commercecard businessinterchange lastfees year,litigation partially offset by incremental store wagesettlement and payrollrelated costs.expenses. Merchandise margin reflects lower freight costs and higherlower markon.markdowns.

In fiscal 2026,2027, we expect to open 3024 new HomeGoods stores,stores ofand which11 9 are expected to benew Homesense stores.stores, Thiswhich would increase selling square footage by approximately 3%.4%.

Net sales for TJX Canada were $5.6 billion for fiscal 2026, an increase of 8% compared to $5.2 billion for fiscal 2025, an increase of 3% compared to $5.0 billion for fiscal 2024.2025. The increase in net sales reflects a 5%7% increase in comp store sales and a 2% increase in non-comp store sales, partially offset by a negative foreign currency exchange rate impact of 2% and a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.1%. The increase in comp store sales was driven by an increase in customer transactions.transactions and a higher average basket.

Net sales for TJX International were $8 billion for fiscal 2026, an increase of 11% compared to $7.2 billion for fiscal 2025, an increase of 6% compared to $6.8 billion for fiscal 2024.2025. The increase in net sales reflects a 4% increase in comp store sales, a 3% increase from non-comp store sales and a positive foreign currency exchange rate impact of 1%, partially offset by5%, a negative4% increase in comp sales and a 2% estimatedincrease year-over-yearfrom impactnon-comp of the 53rd week in fiscal 2024.sales. The increase in comp store sales was driven by an increase in customer transactions.

E-commerce sales represented lessapproximately than 4%3% of TJX International’s net sales for both fiscal 20252026 and fiscal 2024.2025.

Segment profit margin increased to 5.9%7.0% for fiscal 20252026 compared to a segment profit margin of 4.9%5.9% for fiscal 2024.2025. This increase was primarily due to higher merchandise margin, a favorable year-over-yearstore impactoccupancy fromcosts aand priorlower yearadministrative reserve related to a German COVID program receivable,costs, partially offset by incrementalexpenses storerelated wageto costs.the credit card interchange fees litigation settlement. Merchandise margin reflects higher markon and lower markdowns.markon.

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 January 31, 2026, as filed with the Securities and Exchange Commission on March 31, 2026.

The Thirteen Weeks (firstsecond quarter) and Twenty-Six Weeks (six months) Ended MayAugust 2,1, 2026

The Thirteen Weeks (firstsecond quarter) and Twenty-Six Weeks (six months) Ended MayAugust 3,2, 2025

As an overview of our financial performance, results for the quarter ended MayAugust 2,1, 2026 include the following:

–Net sales increased 9%5% to $14.3$15.2 billion for the firstsecond quarter of fiscal 2027 versus last year’s firstsecond quarter sales of $13.1$14.4 billion. As of May 2, 2026, both the number of stores in operation and the selling square footage increased approximately 3% compared to the end of the first quarter of fiscal 2026.

–Consolidated comp sales increased 6%4% for the firstsecond quarter of fiscal 2027. See Net Sales below for our definition of comp sales.

–Diluted earnings per share for the firstsecond quarter of fiscal 2027 were $1.19$1.36 versus $0.92$1.10 in the firstsecond quarter of fiscal 2026.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for the firstsecond quarter of fiscal 2027 was 12.0%,13.3%, a 1.71.9 percentage point increase compared with 10.3%11.4% in the firstsecond quarter of fiscal 2026.

–Our cost of sales, including buying and occupancy costs, ratio for the firstsecond quarter of fiscal 2027 was 68.7%,66.6%, a 1.82.7 percentage point decrease compared with 70.5%69.3% in the firstsecond quarter of fiscal 2026.

–Our selling, general and administrative (“SG&A”) expense ratio for the firstsecond quarter of fiscal 2027 was 19.5%,20.3%, a 0.10.8 percentage point increase compared with 19.4%19.5% in the firstsecond quarter of fiscal 2026.

–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%2% at the end of the firstsecond quarter of fiscal 2027 compared to the firstsecond quarter of fiscal 2026.

–During the firstsecond quarter of fiscal 2027, we returned $1.1$1.3 billion to our shareholders through share repurchases and dividends.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business, including potential additional International Emergency Economic Powers Act (“IEEPA”) tariff refunds, continues to be uncertain. Our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs is a key factor. However, the overall impact depends on a range of factors, including trade negotiations between the U.S. and other countries, responses of other countries, judicial review, exceptions that could be granted and cost of alternative sources of merchandise.

Net sales for the quarter ended MayAugust 2,1, 2026 totaled $14.3$15.2 billion, a 9%5% increase versus firstsecond quarter fiscal 2026 net sales of $13.1$14.4 billion. This increase reflects a 6%4% increase in comp sales,sales and a 2% increase from non-comp salessales, andpartially offset by a 1% positivenegative impact from foreign currency. Net sales from our e-commerce sites combined amounted to approximately 2% of total sales for each of the firstsecond quarters of fiscal 2027 and fiscal 2026.

Comp sales increased 6%4% for both the second quarter of fiscal 2027 and 3%fiscal 2026. Comp sales increased 5% and 4% for the first quartersix months of fiscal 2027 and fiscal 2026, respectively. BothHome comp sales growth (as defined below) outperformed apparel comp sales growth (as defined below) andfor home comp sales growth (as defined below) performed in line with comp sales growth forboth the second quarter and first quartersix months of fiscal 2027. Comp sales for theboth first quarter of fiscal 2027periods were driven by a higher average basket and an increase in customer transactions.

As of MayAugust 2,1, 2026, both our store count increased approximately 3% and selling square footage increased approximately 3% compared to the end of the firstsecond quarter last year. We have increased our long-term global store target to 7,500 total stores, reflecting an increase to Marmaxx and HomeGoods store targets by 300 and 200 stores, respectively.

We define comparable sales,sales or (“comp sales,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.

Cost of sales, including buying and occupancy costs, as a percentage of net sales was 68.7%66.6% for the firstsecond quarter of fiscal 2027, a decrease of 1.82.7 percentage points compared to 70.5%69.3% for the firstsecond quarter of fiscal 2026. The decrease in the cost of sales ratio, including buying and occupancy costs, for the second quarter of fiscal 2027 was driven by a net benefit from tariff refunds, and favorable merchandise margin due to higher markon.

Cost of sales, including buying and occupancy costs, as a percentage of net sales was 67.6% for the first six months of fiscal 2027, a decrease of 2.3 percentage points compared to 69.9% for the first six months of fiscal 2026. The decrease in the cost of sales ratio, including buying and occupancy costs, for the first quartersix months of fiscal 2027 was driven by a net benefit from tariff refunds, favorable merchandise margin due to higher markon, the favorable year-over-year impact related to the mark-to-market adjustments on inventory and fuel hedges and expense leverage on higher comp sales.

SG&A expenses, as a percentage of net sales, was 19.5%20.3% for the firstsecond quarter of fiscal 2027, an increase of 0.10.8 percentage points compared to 19.4%19.5% for the firstsecond quarter of fiscal 2026.

Interest (income) expense, net increased for both the second quarter and first quartersix months of fiscal 2027 compared to the same periodperiods in fiscal 2026, primarily due to an increase in interest income driven by a higher average cash balance, partially offset by a decrease in prevailing rates.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, making permanent certain expiring provisions of the Tax Cuts and Jobs Act, including 100% accelerated depreciation deductions on qualified property and immediate expensing of domestic research and development costs, as well as modifying some of the international tax rules. These changes have not had a material impact on our income tax provision for either the second quarter or the first quartersix months of fiscal 2027, and we do not expect them to have a material impact on our income tax provision for the fiscal year.

A number of countries have enacted legislation to implement the Organization for Economic Cooperation and Development’s 15% global minimum tax regime (Pillar Two) with effect from January 1, 2024. A comprehensive Side-by-Side Package was released in January 2026, introducing additional safe harbors and options for companies headquartered in jurisdictions with a qualified Side-by-Side regime. Member countries must enact local legislation or update existing regulations to adopt and incorporate the Pillar Two Side-by-Side Package. We continue to evaluate the impacts of proposed and enacted legislation and regulations for the jurisdictions in which we operate.

The effective income tax rate was 22.6%24.7% for the firstsecond quarter of fiscal 2027 and 23.0%24.5% for the second quarter of fiscal 2026. The increase in the effective tax rate for the second quarter of fiscal 2027 was primarily due to an increase in nondeductible items and foreign withholding taxes, partially offset by an increase in the excess tax benefit from share-based compensation. The effective income tax rate was 23.7% for the first quartersix months of fiscal 2027 and 23.9% for the first six months of fiscal 2026. The decrease in the effective income tax rate for the first quartersix months of fiscal 2027 was primarily due to thean increase in an excess tax benefit from share-based compensation and a benefitbenefits from the acquisition of federal tax credits,credits and an increase in the excess tax benefit from share-based compensation, partially offset by a reduction ofin benefits from audit settlements.

Net income was $1.3$1.5 billion, or $1.19$1.36 per diluted share, and $1$1.2 billion, or $0.92$1.10 per diluted share, for the firstsecond quarter of fiscal 2027 and fiscal 2026, respectively. The net benefit from tariff refunds resulted in a benefit of $0.14 on diluted earnings per share for the second quarter of fiscal 2027. Foreign currency had a $0.01 positive impact on diluted earnings per share for the firstsecond quarter of fiscal 2027 and a $0.02 negativepositive impact on diluted earnings per share for the firstsecond quarter of fiscal 2026.

Net sales for Marmaxx were $8.7$9.1 billion for the firstsecond quarter of fiscal 2027, an increase of 7%3% compared to $8.1$8.8 billion for the firstsecond quarter of fiscal 2026. This increase in the firstsecond quarter reflects a 6%2% increase from compnon-comp sales and a 1% increase fromin non-compcomp sales.

For the second quarter of fiscal 2027, the increase in comp sales was driven by a higher average basket, partially offset by a decrease in customer transactions. For the first quartersix months of fiscal 2027, the increase in comp sales was driven by a higher average basket and an increase in customer transactions. MarmaxxBoth apparel comp sales growth and home sales growth performed in line with the overall comp sales increase for the second quarter of fiscal 2027. Apparel sales growth outperformed home comp sales growth for the first quartersix months of fiscal 2027. Geographically, each region generally performed in line with comp sales growth for both the second quarter and first quartersix months of fiscal 2027.

Segment profit margin increased to 14.7%15.6% for the firstsecond quarter of fiscal 2027 compared to 13.7%14.2% for the same period last year. The increase in segment profit margin for the firstsecond quarter of fiscal 2027 was primarily driven by a net benefit from tariff refunds and favorable merchandise margin due to higher markonmarkon, partially offset by expense deleverage on lower comp sales and expenseincremental leveragestore onwage higherand comppayroll sales.costs.

Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented approximately 3%2% of Marmaxx’s net sales for both the second quarter and first quartersix months of fiscal 2027 and fiscal 2026, and did not have a significant impact on year-over-year segment margin comparisons.

Net sales for HomeGoods were $2.5 billion for the firstsecond quarter of fiscal 2027, an increase of 11%,10%, compared to $2.3 billion for the firstsecond quarter of fiscal 2026. This increase in the firstsecond quarter reflects a 9%7% increase fromin comp sales and a 2%3% increase from non-comp sales.

The increase in comp sales was primarily driven by a higher average basket andfor an increase in customer transactions forboth the second quarter and first quartersix months of fiscal 2027. Both periods also had growth in customer transactions. Geographically, all regions saw strong comp sales growth with comp sales growth being strongest in the Midwest for the second quarter and first quartersix months of fiscal 2027.

Segment profit margin increased to 12.9%17.6% for the firstsecond quarter of fiscal 2027 compared to 10.2%10.0% for the same period last year. This increase in segment profit margin for the firstsecond quarter of fiscal 2027 was primarily driven by a net benefit from tariff refunds, favorable merchandise margin, lower supply chain and store costs and expense leverage on higher comp salessales, partially offset by incremental store wage and lower supply chain and storepayroll costs. Merchandise margin reflects favorable markon and lower freight costs and favorable markon,costs, partially offset by higher markdowns.

Net sales for TJX Canada were $1.3$1.5 billion for the firstsecond quarter of fiscal 2027, an increase of 12%,6%, compared to $1.1$1.4 billion for the firstsecond quarter of fiscal 2026. This increase in the firstsecond quarter reflects a 7%6% increase in comp sales, a positive2% increase from non-comp sales, partially offset by a negative foreign currency impact of 3% and a 2% increase in non-comp sales.2%.

The increase in comp sales for both the second quarter and first quartersix months of fiscal 2027 was driven by an increase in customer transactions and a higher average basket.

Segment profit margin increaseddecreased to 11.7%15.6% for the firstsecond quarter of fiscal 2027 compared to 10.7%16.0% for the same period last year. This increasedecrease for the firstsecond quarter of fiscal 2027 was primarily driven by incremental compensation expense accruals related to tariff refunds and additional payroll costs, partially offset by expense leverage on higher comp sales and favorable merchandise margin. Within merchandise margin, higher markon was driven by the year-over-yearpositive benefitimpact from unfavorableof transactional foreign exchange laston year.the cost of merchandise, partially offset by higher freight costs.

Net sales for TJX International were $1.9$2.1 billion for the firstsecond quarter of fiscal 2027, an increase of 13%,11%, compared to $1.7$1.9 billion for the firstsecond quarter of fiscal 2026. This increase in the firstsecond quarter reflects a 7% increase in comp sales, a 3% increase from non-comp sales and a positive foreign currency impact of 6%, a 4% increase in comp sales and a 3% increase in non-comp sales.1%.

The increase in comp sales for both the second quarter and first quartersix months of fiscal 2027 was driven by an increase in customer transactions and a higher average basket.

E-commerce sales represented approximately 3% of TJX International’s net sales for both the second quarter and first quartersix months of fiscal 2027 and approximately 4% for the first quarter of fiscal 2026.

Segment profit margin increased to 4.6%6.4% for the firstsecond quarter of fiscal 2027 compared to 4.3%5.2% for the same period last year. This increase for the firstsecond quarter of fiscal 2027 was primarily duedriven toby favorable merchandise margin,margin and expense leverage on higher comp sales, partially offset by incremental storecompensation wage.expense accruals related to tariff refunds. Within merchandise margin, higher markon,markon was driven by the positive impact of transactional foreign exchange on the cost of merchandise, was partially offset by higher markdowns.merchandise.

The decreaseincrease in general corporate expense for the firstsecond quarter of fiscal 2027 was primarily driven by the favorableunfavorable year-over-year impact related to the mark-to-market adjustments on inventory and fuel hedge, partiallyincremental offsetcompensation byexpense accruals related to tariff refunds and higher incentiveother compensationadministrative costs.

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 MayAugust 2,1, 2026, 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 MayAugust 2,1, 2026, are adequate to meet our operating needs for the foreseeable future. Our 2.25%2.250% ten-year Notes due September 2026 will mature during our third quarter of fiscal 2027 and are included within our current maturities of long-term debt. For more information, see Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.