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

Rhea-AI Filing Summary

Belden Inc. (BDC) has submitted a Form 144 notice of proposed sale. The filing shows that an insider plans to sell 14 common shares (approximate market value $1,604.63) on 25 June 2025 through Fidelity Brokerage on the NYSE. The shares were acquired via restricted-stock vesting on 1 July 2023. With 39,496,863 shares outstanding, the planned transaction represents a negligible 0.00004 % of total equity.

The filing also details insider activity during the prior three months: 10,815 shares were sold on 13 May, 14 May and 24 June 2025 for cumulative gross proceeds of $1.23 million, equal to about 0.027 % of shares outstanding. The seller, identified as Jay Wirts, affirms no knowledge of undisclosed material adverse information. No other financial metrics, earnings data or major corporate events are included in this notice.

Insights

Securities Analyst

TL;DR: Minor insider sale; volume immaterial; neutral impact.

The upcoming sale of 14 shares and the recently completed disposal of 10,815 shares together represent less than 0.03% of Belden’s outstanding stock, indicating minimal dilution or market impact. While insider selling is often perceived as a bearish signal, the extremely small proportion and the routine nature of Form 144 filings keep the disclosure neutral from a valuation standpoint. No operational or financial data accompany the filing, limiting its relevance for forecasting or model adjustments.

Corporate Governance Expert

TL;DR: Continued insider disposals raise optics concerns, but immaterial size tempers risk.

From a governance perspective, three consecutive monthly sales followed by an additional planned sale may prompt questions about management’s future outlook. However, the absolute and relative amounts are too small to suggest strategic divestment. Clear disclosure under Rule 144 and the attestation of no undisclosed adverse information mitigate compliance risk. Overall, optics are mildly negative, but the transaction is not considered material.

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
Estimated average burden
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^*

Steele Robert Allan

(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	16,198	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.

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 Belden (BDC) shares are being sold under the new Form 144?

14 common shares with an estimated value of $1,604.63.

When is the planned sale of Belden shares expected to occur?

The approximate sale date disclosed is 25 June 2025.

What prior insider sales does the Form 144 disclose?

Sales of 10,815 shares between 13 May 2025 and 24 June 2025 for gross proceeds of $1.23 million.

What percentage of Belden’s outstanding shares do the disclosed sales represent?

Combined, past and planned sales equal roughly 0.027 % of the 39.5 million shares outstanding.

Who is the insider named in the Form 144 filing?

The seller is identified as Jay Wirts.

Were the shares being sold acquired through a purchase or equity compensation?

The 14 shares were acquired via restricted stock vesting on 1 July 2023 as compensation.