Canestrari Kenneth 4

What Happened

• Kenneth Canestrari, Senior Executive Vice President and Group President of TJX (TJX), received equity awards that settled into 53,881 shares on March 30, 2026 (45,664 + 8,217 shares; both recorded as grants/awards at $0.00). To satisfy tax withholding obligations on the settlement of the performance share unit award, 22,079 shares were withheld/disposed at $155.79 per share, a withholding value of $3,439,687.
• This was not an open‑market purchase or a discretionary sale; the shares were issued on vesting/settlement of performance share units and restricted stock units, and a portion was retained by the company to cover taxes.

Key Details

• Transaction date: March 30, 2026; Filing date: April 1, 2026 (appears timely).
• Grants/awards: 45,664 shares and 8,217 shares acquired at $0.00 (settlement of PSU and RSU awards).
• Withholding/disposition: 22,079 shares withheld at $155.79 per share = $3,439,687 (tax withholding).
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes:
  • F1: Shares from settlement of a performance share unit (PSU) award under TJX’s Stock Incentive Plan.
  • F2: Shares withheld by the company to satisfy tax withholding on the PSU settlement.
  • F3: RSU award with service‑based vesting; shares issued following vesting and may be withheld for taxes.

Context

• These transactions reflect equity award settlement and routine tax withholding (a common administrative disposition), not an independent sell decision in the open market. Performance share units (PSUs) and restricted stock units (RSUs) are forms of compensation that convert to shares on vesting; withholding to cover taxes is typical and does not necessarily indicate a change in the insider’s investment view.