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

BJ's Wholesale (NYSE: BJ) SVP gets stock grants as 3,060 shares withheld for taxes

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

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc. senior vice president and controller Joseph McGrail reported equity compensation transactions in company common stock. He received 1,511 shares issued upon vesting of performance share units granted in 2023 after achievement of the performance condition, and 4,128 shares from a new restricted stock unit award granted on April 1, 2026 that will vest in three equal annual installments.

The company withheld 3,060 shares at a price of $94.61 per share to cover tax liabilities related to the vesting of equity awards. After these transactions, McGrail directly holds 16,819 shares of BJ's Wholesale Club common stock.

Positive

  • None.

Negative

  • None.
Insider McGrail Joseph
Role SVP, Controller
Type Security Shares Price Value
Grant/Award Common Stock 1,511 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 3,060 $94.61 $290K
Grant/Award Common Stock 4,128 $0.00 $0.00
Holdings After Transaction: Common Stock — 16,819 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 units settled 1,511 shares Issued upon vesting of 2023 performance share units
Restricted stock unit grant 4,128 shares RSU award granted on April 1, 2026
Shares withheld for taxes 3,060 shares Withheld to pay tax liabilities on vesting awards
Tax withholding price $94.61 per share Value used for 3,060 withheld shares
Holdings after transactions 16,819 shares Direct BJ common stock held by McGrail after April 1, 2026
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.
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.
tax liabilities financial
"shares withheld by the Issuer for payment of tax liabilities incident to the vesting"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did BJ (BJ's Wholesale Club) report for Joseph McGrail?
BJ's Wholesale Club reported that SVP and controller Joseph McGrail received 1,511 shares from vested performance share units and 4,128 shares from a new restricted stock unit award, while 3,060 shares were withheld to cover related tax liabilities.

How many BJ (BJ's Wholesale Club) shares did Joseph McGrail receive from performance awards?
Joseph McGrail received 1,511 BJ's Wholesale Club shares issued in settlement of performance share units granted in 2023. These units vested after the specified performance condition was achieved, converting into common stock credited to his direct holdings.

What are the terms of Joseph McGrail’s new restricted stock unit award at BJ?
On April 1, 2026, Joseph McGrail received a restricted stock unit award for 4,128 BJ shares. The award vests in three equal installments, with one-third of the shares vesting on each of the first, second, and third anniversaries of the grant date.

Why were 3,060 BJ (BJ's Wholesale Club) shares disposed of in Joseph McGrail’s Form 4?
The 3,060 BJ shares are reported as a disposition because they were withheld by the company to pay tax liabilities arising from the vesting of performance share units, restricted stock units, and restricted stock awards, rather than sold in an open-market transaction.

How many BJ shares does Joseph McGrail hold after these Form 4 transactions?
After the reported equity award grants and tax withholding, Joseph McGrail directly holds 16,819 shares of BJ's Wholesale Club common stock. This figure reflects his updated ownership following the April 1, 2026 transactions disclosed in the Form 4 filing.

Do the BJ insider transactions for Joseph McGrail represent open-market buying or selling?
The transactions reflect equity compensation activity, not open-market trades. Shares were acquired through vesting of performance share units and a new restricted stock unit grant, while 3,060 shares were withheld by BJ to satisfy related tax obligations on these awards.
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*
McGrail Joseph
(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)
SVP, Controller
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 Stock04/01/2026A1,511(1)A$015,751D
Common Stock04/01/2026F3,060(2)D$94.6112,691D
Common Stock04/01/2026A4,128(3)A$016,819D
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 McGrail04/03/2026
** 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