BERKERY ROSEMARY T 4

What Happened

• Rosemary T. Berkery, a director of TJX Companies (TJX), was the recipient of several deferred share awards and had derivative conversions reported on June 9, 2026. The filing shows awards/acquisitions of 636.87, 636.87, 110.48 and 8.4 deferred shares (all $0 cash price) and an exercise/conversion of 802 derivative shares (acquired and separately shown as disposed). All award items are reported as grant/award (code A) or exercise/conversion (code M); cash paid is listed as $0. Two of the deferred-share awards have a stated grant-date fair value of $105,000 each per the footnotes.

Key Details

• Transaction date: 2026-06-09; Form 4 filed 2026-06-11 (timely).
• Reported items:
  • Exercise/conversion (M): 802 shares acquired @ $0.00 and 802 shares disposed @ $0.00 (derivative conversion reported both ways).
  • Awards/grants (A): 636.87 shares (twice), 110.48 shares, and 8.4 shares — all $0.00 cash price (deferred shares / dividend equivalents).
• Grant-date fair value: Two awards each have a $105,000 fair value (per footnotes F2 and F4).
• Footnotes: Awards are deferred shares under TJX’s Stock Incentive Plan; some are tied to director departure or vesting/annual meeting dates, and some entries represent dividend-equivalent shares (F1–F5). One entry and its corresponding disposition are described as receipt and disposition of an additional deferred award (F1).
• Shares owned after the transactions: not disclosed in the provided excerpt.
• Filing status: Appears to be timely (transaction 6/9; filing 6/11).

Context

• These are compensation-related deferred share awards and derivative conversions, not open-market purchases or sales. Deferred shares are typically delivered later (e.g., on vesting or upon board departure) and may include dividend-equivalent amounts, so they do not necessarily signal direct buying or selling intent in the market.
• Transaction codes: A = award/grant (compensation); M = exercise/conversion of a derivative. The paired acquisition and disposition of 802 shares likely reflect plan mechanics (see footnote F1) rather than an outright market sale.