Insider David Burwick awarded 1,662 BJ's RSUs; defers to 2028

Rhea-AI Filing Summary

BJs Wholesale Club Holdings, Inc. (BJ) filed a Form 4 disclosing that director David A. Burwick received 1,662 restricted stock units (RSUs) on 19 June 2025. The grant price is reported as $0 because it represents a non-cash equity award issued under the companys director compensation plan. According to the filings footnote, the RSUs will vest on the earlier of (i) 19 June 2026 or (ii) the day before the companys next annual shareholder meeting. Mr. Burwick has elected to defer settlement of the units until 1 June 2028. Following this award, his total direct beneficial ownership rises to 3,694 common shares. No derivative securities or open-market transactions were reported. As a routine director equity grant of limited size, the filing does not indicate any material change in the companys financial condition or outlook.

Insights

Securities Analyst

TL;DR: Routine RSU grant to BJ director; small size, neutral signal, no cash outflow.

The Form 4 shows a standard annual equity award of 1,662 RSUs to director David Burwick. At todays share price, the notional value is modest and has no balance-sheet impact because the shares are issued from equity plans already accounted for. The transaction increases insider ownership slightly but does not reflect an elective purchase, so it conveys limited information about insider sentiment. Overall, the filing is administratively important but financially immaterial and therefore neutral for investors.

Corporate Governance Expert

TL;DR: Director compensation aligns with equity policy; long deferral until 2028 shows commitment.

The one-year vesting and three-year settlement deferral are consistent with governance best practices that encourage long-term alignment between directors and shareholders. Deferral to 2028 further ties the directors economic interest to future performance of BJs stock. Nevertheless, given the limited share quantity, the governance impact is incremental rather than transformative.

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

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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^*

Burwick David A

(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	3,694	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 June 1, 2028.

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 (BJ) shares did director David A. Burwick receive on 19-Jun-2025?

He was granted 1,662 restricted stock units, increasing his direct holdings to 3,694 shares.

What type of security was reported in BJs latest Form 4?

The filing discloses restricted stock units (RSUs), not open-market common-stock purchases.

When do the RSUs granted to David Burwick vest?

They vest on the earlier of 19 June 2026 or the day before BJs next annual shareholder meeting.

Has the director elected to defer settlement of the RSUs?

Yes. Mr. Burwick deferred settlement until 1 June 2028, extending his alignment with long-term shareholder value.

Was cash paid for the RSUs reported at a $0 price?

Correct. The $0 price indicates a non-cash compensatory grant rather than a purchase on the open market.