[Form 4] BJs Wholesale Club Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

BJ Wholesale Club Holdings (NYSE:BJ) filed a Form 4 revealing that director Maile Naylor received 1,662 restricted stock units (RSUs) on 06/19/2025 at no cost. The RSUs will vest on the earlier of the first anniversary of grant or the day prior to the next annual shareholder meeting, and settlement is deferred until her board service ends. After the award, Naylor beneficially owns 19,938 common shares, an increase of roughly 9% versus her prior holdings. The filing reports no share sales or derivative transactions, indicating no immediate dilution or cash proceeds.

Positive

• Director Maile Naylor received 1,662 RSUs, increasing her direct ownership by approximately 9% to 19,938 shares, enhancing alignment with shareholders.

Negative

• None.

Insights

Governance Specialist

TL;DR: Routine equity grant, immaterial to valuation.

The 1,662-share RSU grant modestly boosts the director’s stake but represents a negligible fraction of BJ’s float. With no accompanying sales, the filing signals ongoing alignment rather than insider caution. The deferred settlement feature further ties compensation to long-term performance. Overall, the disclosure is standard governance practice with minimal market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Naylor Maile

(Last) (First) (Middle)

C/O BJ'S WHOLESALE CLUB, INC.

350 CAMPUS DRIVE

(Street)

MARLBOROUGH MA 01752

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BJ's Wholesale Club Holdings, Inc. [ BJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/19/2025		A		1,662(1)	A	$0	19,938	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock unit award ("RSUs") which shall vest on the earlier of (i) the first anniversary of the date of grant, which date of grant is June 19, 2025; or (ii) the day immediately preceding the date of the first annual meeting of the Company's shareholders following the date of grant. The reporting person has elected to defer the settlement of the RSUs until the reporting person's termination of service as a director.

Remarks:

	/s/ Joseph McGrail, Attorney-in-Fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many BJ shares did director Maile Naylor acquire on 06/19/2025?

The Form 4 shows an award of 1,662 restricted stock units, convertible into common stock upon vesting.

What is Maile Naylor's total BJ share ownership after this transaction?

Following the grant, she beneficially owns 19,938 common shares.

When do the newly granted RSUs to Maile Naylor vest?

They vest on the earlier of June 19, 2026 or the day before BJ's next annual shareholder meeting.

Did the filing report any sale of BJ shares by the director?

No. The Form 4 lists no dispositions; it records only an RSU acquisition.

Was this transaction executed under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the award was made under a Rule 10b5-1 plan.