BJ CFO reports equity awards and tax share withholding

BJ's Wholesale Club Holdings EVP and CFO Laura L. Felice reported equity compensation adjustments, not open-market trading.

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings EVP and CFO Laura L. Felice reported equity compensation adjustments, not open-market trading. On April 1, 2026, she received 10,279 shares of common stock issued in settlement of performance share units granted in 2023 that vested upon achieving their performance condition.

On the same date, a restricted stock unit award of 13,740 shares was granted, scheduled to vest in three equal annual installments on the first, second, and third anniversaries of the grant date. Separately, 11,225 shares were withheld at $94.61 per share to cover tax liabilities tied to vesting of equity awards, which is a non-market, tax-withholding disposition rather than a sale.

After these transactions, Felice directly held 92,868 shares of BJ's Wholesale Club Holdings common stock. In addition, 16,522 shares were reported as indirectly held through a grantor retained annuity trust.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Felice Laura L.

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,279	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	11,225	$94.61	$1.06M
Grant/Award	Common Stock	13,740	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 92,868 shares (Direct); Common Stock — 16,522 shares (Indirect, By grantor retained annuity trust)

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.

Key Figures

Performance share settlement: 10,279 shares New RSU grant: 13,740 shares Tax withholding shares: 11,225 shares +3 more

6 metrics

Performance share settlement 10,279 shares Common stock issued from 2023 performance share units

New RSU grant 13,740 shares Restricted stock unit award granted April 1, 2026

Tax withholding shares 11,225 shares Shares withheld to cover tax liabilities on vesting

Tax withholding price $94.61 per share Price used for tax-withholding disposition

Direct holdings after transactions 92,868 shares Direct BJ common stock owned by CFO after Form 4

Indirect trust holdings 16,522 shares Common stock held via grantor retained annuity trust

Key Terms

performance share units, restricted stock unit award, grantor retained annuity trust, tax liabilities incident to the vesting

4 terms

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 award financial

"Restricted stock unit award, granted on April 1, 2026"

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.

grantor retained annuity trust financial

"By grantor retained annuity trust"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

tax liabilities incident to the vesting financial

"for payment of tax liabilities incident to the vesting of performance share unit"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BJ (BJ's Wholesale Club) CFO Laura L. Felice report in this Form 4?

Laura L. Felice reported equity compensation changes, not open-market trades. She received 10,279 shares from vested 2023 performance share units and a new 13,740-share restricted stock unit grant, with additional shares withheld to pay related tax liabilities.

How many BJ common shares did the CFO receive from performance share units?

She received 10,279 BJ common shares. These were issued upon settlement of performance share units granted in 2023 that vested after meeting their performance condition, converting prior contingent awards into actual common stock ownership for the executive.

What are the terms of the new restricted stock unit award reported by BJ CFO?

The new restricted stock unit award covers 13,740 BJ shares. It was granted on April 1, 2026 and 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.

Why were 11,225 BJ shares disposed of in this Form 4 filing?

The 11,225 BJ shares were withheld by the company to pay tax liabilities from vesting equity awards. This F-code transaction reflects tax withholding and is not an open-market sale, so it does not represent discretionary selling by the executive.

How many BJ shares does the CFO hold after these transactions?

Following the reported transactions, Laura L. Felice directly holds 92,868 BJ common shares. Additionally, 16,522 shares are reported as indirectly held through a grantor retained annuity trust, reflecting part of her broader beneficial ownership structure.

What is the nature of the indirect BJ shareholding reported in this Form 4?

The Form 4 reports 16,522 BJ shares held indirectly through a grantor retained annuity trust. This structure typically reflects estate or wealth planning, with the trust formally holding the shares while remaining associated with the reporting person’s economic interests.

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

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Accepted by SEC EDGAR 04/03/2026 - 04:11 PM EDT Learn about SEC filing dates

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

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^*

Felice Laura L.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		10,279(1)	A	$0	90,353	D
Common Stock	04/01/2026		F		11,225(2)	D	$94.61	79,128	D
Common Stock	04/01/2026		A		13,740(3)	A	$0	92,868	D
Common Stock								16,522	I	By grantor retained annuity trust

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. 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-Fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)