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  4. [Form 4] BJ's Wholesale Club Holdings, Inc. Insider Trading Activity

BJ's Wholesale (NYSE: BJ) CEO gains stock awards, shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc. President & CEO Robert W. Eddy reported equity-based compensation activity in company stock. He received 48,376 shares of common stock issued in settlement of performance share units granted in 2023 after performance conditions were achieved, and a new restricted stock unit award of 54,962 shares granted on April 1, 2026 that will vest in three equal annual installments.

To cover tax liabilities related to vesting of performance and restricted stock awards, 49,137 shares were withheld by the company at a price of $94.61 per share, which is a tax-withholding disposition rather than an open-market sale. Following these transactions, he holds 259,368 shares directly and an additional 2,000 shares indirectly through dependent children.

Positive

  • None.

Negative

  • None.
Insider Eddy Robert W.
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 48,376 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 49,137 $94.61 $4.65M
Grant/Award Common Stock 54,962 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 314,330 shares (Direct); Common Stock — 2,000 shares (Indirect, By Dependent Children)
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.
Performance share settlement 48,376 shares Common stock issued from 2023 performance share units upon vesting
New RSU grant 54,962 shares Restricted stock unit award granted April 1, 2026, vesting over three years
Tax withholding shares 49,137 shares Shares withheld to pay tax liabilities on vesting awards
Withholding price $94.61 per share Value used for tax-withholding disposition of 49,137 shares
Direct holdings after transactions 259,368 shares Common stock directly owned following reported transactions
Indirect holdings after transactions 2,000 shares Common stock held indirectly by dependent children
performance share units financial
"Shares issued in settlement of performance share units granted in 2023"
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"
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
"shares withheld by the Issuer for payment of tax liabilities incident"
vesting financial
"which vested upon the achievement of the performance condition"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
dependent children financial
"Indirect ownership nature: By Dependent Children"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did BJ (BJ's Wholesale Club) CEO Robert Eddy report?
The CEO reported equity compensation activity, including performance share settlement and a new restricted stock unit award, plus shares withheld for taxes. These are non-market transactions reflecting compensation and tax obligations rather than open-market buying or selling of BJ’s Wholesale Club common stock.

How many BJ (BJ's Wholesale Club) shares did the CEO receive in performance share settlement?
He received 48,376 shares of common stock issued in settlement of performance share units granted in 2023. These units vested after achieving a performance condition, converting into BJ’s Wholesale Club shares as part of his long-term incentive compensation program.

What new restricted stock unit award did BJ (BJ's Wholesale Club) grant the CEO?
He was granted 54,962 restricted stock units on April 1, 2026, vesting in three equal annual installments. One-third of the shares will vest on each of the first, second, and third anniversaries of the grant date, subject to continued service and applicable terms.

Why were 49,137 BJ (BJ's Wholesale Club) shares disposed of in the Form 4 filing?
The 49,137-share disposition reflects shares withheld by the company to pay tax liabilities from vesting of performance share units, restricted stock units, and restricted stock awards. This is a tax-withholding mechanism, not an open-market sale, and does not change cash held by the CEO.

How many BJ (BJ's Wholesale Club) shares does the CEO own after these transactions?
After the reported transactions, he directly owns 259,368 shares of BJ’s Wholesale Club common stock. Additionally, 2,000 shares are reported as indirectly owned through dependent children, providing a view of both direct and indirect equity exposure reported in this filing.

Are the BJ (BJ's Wholesale Club) CEO’s Form 4 transactions open-market trades?
No. The filing shows grants, performance share settlement, and tax-withholding dispositions, not open-market purchases or sales. These transactions arise from compensation plans and related tax obligations rather than discretionary buying or selling in the open market.
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*
Eddy Robert W.
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
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 Stock04/01/2026A48,376(1)A$0308,505D
Common Stock04/01/2026F49,137(2)D$94.61259,368D
Common Stock04/01/2026A54,962(3)A$0314,330D
Common Stock2,000IBy Dependent Children
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