BJ Insider Filing: 10,007 Shares Withheld for Taxes by EVP Werner

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc. (BJ) reporting person William C. Werner, EVP, Strategy & Development, recorded a transaction on 09/27/2025 in which 10,007 shares of Common Stock were disposed of at a price of $93.10 per share. The filing explains these shares were withheld by the issuer to satisfy tax liabilities arising from the vesting of performance stock units. After the withholding, Mr. Werner beneficially owns 57,498 shares directly. The Form 4 was signed by an attorney-in-fact on 09/30/2025. This appears to be a routine, non-open-market disposition to cover taxes rather than a voluntary sale.

Positive

• Transaction is tax withholding for vested performance stock units rather than an open-market sale
• Reporting person retains a direct ownership of 57,498 shares after the withholding, indicating continued stake

Negative

• Direct holdings were reduced by 10,007 shares due to withholding to satisfy tax liabilities

Insights

Securities Analyst

TL;DR: A routine tax-withholding disposition of vested PSUs; not an open-market sale and likely minimal information impact.

The reported disposal of 10,007 shares at $93.10 per share is identified as shares withheld by the issuer to satisfy tax obligations tied to performance stock unit vesting. Because this is a withholding rather than a market sale, it does not necessarily signal a change in the reporting person's investment view or generate immediate market pressure. The remaining direct beneficial ownership is 57,498 shares, which provides context on the officer's continuing stake. For investors, this is a routine insider administrative transaction with limited informational content.

Corporate Governance Expert

TL;DR: Administrative withholding for tax on PSUs; standard insider reporting and compliance with Section 16 disclosure.

This Form 4 documents compliance with Section 16 reporting following vesting of performance stock units. The mechanism—issuer withholding shares to cover tax liabilities—is a common practice that reduces share count without an open-market transfer. The filing was executed via attorney-in-fact, which is standard for administrative submissions. No governance or compensation-policy concerns are evident from the form alone; it simply records the tax-related share withholding and updated beneficial ownership.

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

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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).

1. Name and Address of Reporting Person^*

Werner William C.

(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, Strategy & Development

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2025

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
Common Stock	09/27/2025		F		10,007(1)	D	$93.1	57,498	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. Represents shares withheld by the Issuer for payment of tax liabilities incident to the vesting of performance stock unit awards.

Remarks:

	/s/ Joseph McGrail, Attorney-in-Fact	09/30/2025
	** 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 William C. Werner report on the Form 4 for BJ (BJ)?

The filing reports 10,007 shares were disposed on 09/27/2025 at $93.10 per share, withheld by the issuer for tax liabilities from vested performance stock units.

Was the transaction an open-market sale reported for BJ insider William C. Werner?

No; the filing states the shares were withheld by the issuer to cover taxes attendant to PSU vesting, not sold on the market.

How many BJ shares does William C. Werner beneficially own after the transaction?

The Form 4 shows Mr. Werner beneficially owns 57,498 shares directly following the reported transaction.

What is the stated reason for the share disposition on the BJ Form 4?

The reason given is payment of tax liabilities incident to the vesting of performance stock unit awards.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by Joseph McGrail, Attorney-in-Fact on 09/30/2025.