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

BJ’s Wholesale (NYSE: BJ) EVP Graham Luce receives stock awards, tax withholding

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

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc. executive Graham Luce, EVP and Secretary, reported equity compensation activity in company common stock. On April 1, 2026, Luce acquired 6,198 shares issued in settlement of performance share units granted in 2023 after meeting performance goals, and received a new restricted stock unit award of 6,341 shares that will vest in three equal annual installments.

To cover tax liabilities tied to these vesting events, 5,962 shares were withheld by the company at $94.61 per share, which is recorded as a disposition but is not an open‑market sale. Following these transactions, Luce directly owns 18,194 shares of BJ's Wholesale Club common stock.

Positive

  • None.

Negative

  • None.
Insider Luce Graham
Role EVP, Secretary
Type Security Shares Price Value
Grant/Award Common Stock 6,198 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 5,962 $94.61 $564K
Grant/Award Common Stock 6,341 $0.00 $0.00
Holdings After Transaction: Common Stock — 18,194 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.
Performance share settlement 6,198 shares Common stock issued from 2023 performance share units upon vesting
Tax withholding shares 5,962 shares at $94.61 Shares withheld to cover tax liabilities on vesting awards
New RSU award 6,341 shares Restricted stock unit award granted April 1, 2026, vesting over three years
Post-transaction holdings 18,194 shares Direct ownership of BJ’s Wholesale common stock after reported transactions
performance share units financial
"Shares issued in settlement of performance share units granted in 2023 which vested"
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 award financial
"Restricted stock unit award, granted on April 1, 2026, which will vest"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
tax liabilities financial
"Represents 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.

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) report for Graham Luce?
BJ's Wholesale Club reported that EVP and Secretary Graham Luce received 6,198 shares from vested performance share units and a new 6,341-share restricted stock unit award. The company also withheld 5,962 shares to cover related tax liabilities on April 1, 2026.

Did Graham Luce buy or sell BJ (BJ's Wholesale Club) stock on the open market?
The filing shows no open-market purchases or sales by Graham Luce. Reported activity reflects stock granted as compensation and 5,962 shares withheld by the company at $94.61 per share to pay tax liabilities tied to vesting awards.

How many BJ (BJ's Wholesale Club) shares does Graham Luce hold after these transactions?
After the reported compensation and tax withholding transactions, Graham Luce directly holds 18,194 shares of BJ's Wholesale Club common stock. This figure reflects ownership following the April 1, 2026 equity grants and share withholding for taxes.

What are the terms of Graham Luce’s new restricted stock unit award at BJ (BJ's Wholesale Club)?
Graham Luce received a restricted stock unit award of 6,341 shares on April 1, 2026. The award will vest in three equal parts, with one-third of the shares vesting on each of the first, second, and third anniversaries of the grant date.

What are the performance share units mentioned in the BJ (BJ's Wholesale Club) Form 4 filing?
The Form 4 notes 6,198 shares issued to Graham Luce upon settlement of performance share units granted in 2023. These units vested when a specified performance condition was achieved, triggering delivery of BJ's Wholesale Club common shares to the executive.
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*
Luce Graham
(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, Secretary
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 Stock04/01/2026A6,198(1)A$017,815D
Common Stock04/01/2026F5,962(2)D$94.6111,853D
Common Stock04/01/2026A6,341(3)A$018,194D
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