Nemerov Jackwyn 4

What Happened

• Jackwyn Nemerov, a director of TJX Companies (TJX), received several deferred-share awards and completed a conversion/exercise transaction on June 9, 2026. Transactions reported: conversion/exercise of 802 shares (acquired at $0.00) and an associated disposition of 802 shares (at $0.00), plus grants of 636.87, 156.29, 636.87 and 124.85 deferred shares (all recorded as derivative awards at $0.00).
• Two of the deferred-share awards are described as annual/additional director awards with a grant-date fair value of $105,000 each (see footnotes). Several smaller grant entries represent dividend-equivalent deferred shares tied to those awards.

Key Details

• Transaction date: June 9, 2026. Filing date (Form 4): June 11, 2026 — filed within the SEC’s typical two-business-day window (timely).
• Prices: all entries reported at $0.00 (derivative awards/convertions), total cash value not reported in the transaction lines; grant-date fair value noted for certain awards = $105,000 each (per footnotes F2 and F4).
• Shares reported in filing: conversion/exercise 802 shares; grants of 636.87, 156.29, 636.87 and 124.85 deferred shares.
• Shares owned after transaction: not stated in the excerpt of this filing.
• Notable footnotes:
  • F1: Receipt of shares from an additional deferred award granted 6/10/2025 and the corresponding disposition of such award (includes dividend-equivalent amount).
  • F2 & F4: Annual/additional deferred-share awards with grant-date fair value of $105,000 each; delivery subject to departure/vesting rules.
  • F3 & F5: Deferred shares representing dividend equivalents on previously granted awards; to be delivered with the related awards.
• Filing does not indicate a 10% owner or a 10b5‑1 plan.

Context

• These entries reflect director compensation in the form of deferred-share awards (A) and conversion/exercise of derivative awards (M). Deferred shares are typically not delivered immediately as common stock; they vest or are paid out later (e.g., upon board departure or specified vesting date).
• The conversion/exercise and same-day disposition of 802 shares is explained in the filing footnote (F1) as the receipt and corresponding disposition of an award — this is routine for award administration and does not, by itself, imply a bullish or bearish signal.
• For retail investors: purchases by insiders can be more informative than routine awards. These transactions appear to be compensation-related director awards rather than an open-market buy or sale of company stock.