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BJ's Wholesale (NYSE: BJ) COO reports stock awards and tax share withholding

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc. executive Scott Schmadeke, EVP and Chief Operations Officer, reported equity compensation changes in the company’s common stock. He received 2,569 shares issued upon vesting of 2023 performance share units and a new 8,191-share restricted stock unit award granted on April 1, 2026, which will vest in three equal annual installments. The company also withheld 4,883 shares at $94.61 per share to cover tax liabilities tied to vesting, a non-market disposition. Following these compensation-related transactions, he directly holds 36,971 shares of common stock.

Positive

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  • None.
Insider Schmadeke Scott
Role EVP, Chief Operations Officer
Type Security Shares Price Value
Grant/Award Common Stock 2,569 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 4,883 $94.61 $462K
Grant/Award Common Stock 8,191 $0.00 $0.00
Holdings After Transaction: Common Stock — 36,971 shares (Direct)
Footnotes (3)
  1. F1. Shares issued in settlement of performance share units granted in 2023 which vested upon the achievement of the performance condition.
  2. F2. Represents shares withheld by the Issuer for payment of tax liabilities incident to the vesting of performance share unit, restricted stock unit, and restricted stock awards.
  3. F3. Restricted stock unit award, granted on April 1, 2026, which will vest with respect to 1/3 of the shares subject thereto on each of the first, second and third anniversaries of the date of grant.
PSU shares vested 2,569 shares Performance share units granted in 2023 that vested upon performance achievement
New RSU award 8,191 shares Restricted stock unit award granted April 1, 2026, vesting over three years
Tax withholding shares 4,883 shares Shares withheld to satisfy tax liabilities on equity award vesting
Tax withholding price $94.61 per share Value used for shares withheld for tax liabilities
Shares held after transactions 36,971 shares Direct BJ common stock holdings following April 1, 2026 transactions
performance share units financial
"Shares issued in settlement of performance share units granted in 2023 which vested upon the achievement of the performance condition."
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
restricted stock unit financial
"Restricted stock unit award, granted on April 1, 2026, which will vest with respect to 1/3 of the shares subject thereto on each of the first, second and third anniversaries of the date of grant."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax liabilities financial
"Represents shares withheld by the Issuer for payment of tax liabilities incident to the vesting of performance share unit, restricted stock unit, and restricted stock awards."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did BJ (BJ's Wholesale Club) EVP Scott Schmadeke report in this Form 4?
Scott Schmadeke reported equity compensation-related transactions in BJ’s common stock. He received 2,569 shares from vested 2023 performance share units and a new 8,191-share restricted stock unit award, along with tax-related share withholding by the company.

How many BJ common shares did Scott Schmadeke acquire through awards?
Scott Schmadeke acquired 2,569 BJ common shares from vested 2023 performance share units and received a new 8,191-share restricted stock unit award. These equity awards are compensation-related, not open-market purchases, and increase his direct equity exposure to the company.

Why were 4,883 BJ shares disposed of at $94.61 in this filing?
The 4,883 BJ shares were withheld by the company at $94.61 per share to pay tax liabilities linked to vesting of performance share, restricted stock unit, and restricted stock awards. This F-code transaction is tax-withholding, not an open-market sale by the executive.

What are the vesting terms of Scott Schmadeke’s new BJ restricted stock unit award?
The new restricted stock unit award of 8,191 BJ shares was granted on April 1, 2026. It will vest in three equal installments, with one-third of the shares vesting on each of the first, second, and third anniversaries of the grant date.

How many BJ shares does Scott Schmadeke hold after these Form 4 transactions?
After these reported transactions, Scott Schmadeke directly holds 36,971 shares of BJ common stock. This figure reflects the impact of shares issued from vested performance units, the new restricted stock unit grant, and shares withheld to cover tax obligations.
SEC Form 4
FORM 4UNITED 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*
Schmadeke Scott
(Last)(First)(Middle)
C/O BJ'S WHOLESALE CLUB HOLDINGS, INC.
350 CAMPUS DRIVE
(Street)
MARLBOROUGH MASSACHUSETTS 01752
(City)(State)(Zip)
UNITED STATES
(Country)		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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Operations Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A2,569(1)A$033,663D
Common Stock04/01/2026F4,883(2)D$94.6128,780D
Common Stock04/01/2026A8,191(3)A$036,971D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares issued in settlement of performance share units granted in 2023 which vested upon the achievement of the performance condition.
2. Represents shares withheld by the Issuer for payment of tax liabilities incident to the vesting of performance share unit, restricted stock unit, and restricted stock awards.
3. Restricted stock unit award, granted on April 1, 2026, which will vest with respect to 1/3 of the shares subject thereto on each of the first, second and third anniversaries of the date of grant.
Remarks:
/s/ Joseph McGrail, Attorney-in-Fact04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR