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

Rhea-AI Filing Summary

Monica Schwartz, EVP and CIDO of BJ's Wholesale Club Holdings, Inc. (BJ), was granted 15,436 restricted stock units (RSUs) on 08/27/2025. Each RSU represents a contingent right to one share of BJ's common stock and the award carries a $0 purchase price. Following the grant, Ms. Schwartz beneficially owns 15,436 shares on a direct basis. The RSUs are scheduled to vest on 08/17/2027 subject to satisfaction of specified performance conditions as of the vesting date. The Form 4 reporting the grant was signed on 08/28/2025 by Joseph McGrail as attorney-in-fact.

Positive

• 15,436 RSUs were granted, increasing reported direct beneficial ownership by 15,436 shares
• Vesting is performance‑conditioned, indicating award is not solely time‑based
• Grant price documented as $0, consistent with restricted stock unit treatment
• Form 4 filing completed and signed (attorney‑in‑fact signature on 08/28/2025), meeting disclosure requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine executive equity award that vests subject to performance conditions, reported under Section 16.

The filing documents a standard restricted stock unit grant to an executive officer, with 15,436 RSUs awarded and a vesting schedule tied to performance as of 08/17/2027. The grant is reported as a direct beneficial ownership increase and carries no purchase price. From a governance perspective, the disclosure meets Section 16 reporting requirements and identifies the reporting person as EVP and CIDO, which is appropriate for executive compensation transparency. The filing does not include details on the specific performance metrics or potential dilution impact, which limits assessment of incentive alignment.

Compensation Analyst

TL;DR: Executive received a time- and performance‑conditioned RSU award; materiality to shareholders appears limited based on disclosed size.

The Form 4 shows an award of 15,436 RSUs granted on 08/27/2025 to the EVP, CIDO, vesting 08/17/2027 contingent on performance conditions. The units represent one share each and were issued at a $0 price, consistent with typical RSU structure. The filing discloses post-transaction direct beneficial ownership of 15,436 shares. The document lacks the award's grant-date valuation and specific performance targets, which are necessary to quantify potential dilution or payout magnitude.

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^*

Schwartz Monica

(Last) (First) (Middle)

C/O BJ'S WHOLESALE CLUB HOLDINGS, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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

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
Restricted Stock Units	(1)	08/27/2025		A		15,436		(2)	(3)	Common Stock	15,436	$0	15,436	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to one share of BJ's Wholesale Club Holdings, Inc. common stock.

2. The RSU award granted on August 27, 2025, will vest on August 17, 2027, subject to the satisfaction of certain performance conditions as of the vesting date.

3. Not applicable.

Remarks:

	/s/ Joseph McGrail, Attorney-in-Fact	08/28/2025
	** 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

What did Monica Schwartz (BJ) receive according to the Form 4?

She received 15,436 restricted stock units (RSUs) granted on 08/27/2025, each representing a contingent right to one share of BJ common stock.

When do the RSUs granted to Monica Schwartz vest?

The RSUs are scheduled to vest on 08/17/2027, subject to satisfaction of certain performance conditions as of the vesting date.

How many shares does Monica Schwartz beneficially own after the reported transaction?

Following the reported transaction, she beneficially owns 15,436 shares on a direct basis.

What price was paid for the RSUs in the grant to Monica Schwartz?

The RSU award is documented with a $0 price, consistent with restricted stock units that convert to shares upon vesting.

Who signed the Form 4 reporting this transaction and when?

The Form 4 was signed by Joseph McGrail, Attorney‑in‑Fact on 08/28/2025.