TJX: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 16, 2026, the Board of Directors (the “Board”) of The TJX Companies, Inc. (the “Company”) elected Craig A. Pintoff as a member of the Company’s Board and of its Audit and Finance Committee, effective immediately. Mr. Pintoff, 56, is Executive Vice President and Chief Administrative Officer of United Rentals, Inc. (NYSE: URI), a global equipment rental company, where he leads the human resources, legal, safety, and environmental functions. He joined United Rentals in 2003 and in his time there has served in various leadership roles prior to his current position, which he has held since 2017. Mr. Pintoff will receive compensation for his service on the Board in accordance with the Company’s non-employee director compensation program (as described in the director compensation section of the Company’s proxy statement filed with the Securities and Exchange Commission on April 30, 2026, which description is incorporated herein by reference). This includes an annual cash retainer, currently $115,000, and two annual deferred stock awards under the Company’s Stock Incentive Plan with a total target value of $210,000, prorated to reflect his election date. The Board has determined that Mr. Pintoff is independent as defined by the New York Stock Exchange listing Standards. Mr. Pintoff has not previously been employed by the Company, and there are no transactions or relationships between the registrant and Mr. Pintoff that would be required to be reported under Item 404(a) of Regulation S-K. There are also no arrangements or understandings between Mr. Pintoff and any other person pursuant to which Mr. Pintoff was a