BJ Form 4: William Werner Receives 41,392 Shares from 2021 PSU Award

Rhea-AI Filing Summary

Insider transaction disclosure: William C. Werner, Executive Vice President, Strategy & Development of BJ's Wholesale Club Holdings, Inc. (BJ), reported acquisition of 41,392 shares of BJ common stock on 09/24/2025 at no cash price as a result of achievement of a 2021 performance stock unit award. After the reported transaction, Mr. Werner beneficially owns 67,505 shares. The award will vest in two equal installments: one on September 27, 2025 and the other on the first anniversary of that date.

Insights

Financial Analyst

TL;DR: A company officer received vested performance stock units totaling 41,392 shares, modestly increasing insider ownership.

The filing documents the vesting and delivery of performance stock units granted in 2021 after the performance condition was met. The shares were acquired with a transaction code indicating issuance on achievement of performance goals and were reported as acquired at $0, consistent with equity awards converting into common stock upon vesting. The immediate impact on share count or earnings per share is not provided in this filing; the disclosure is routine for executive compensation settlement.

Corporate Governance Expert

TL;DR: Vesting of long-term incentive awards reflects compensation plan mechanics and alignment of an executive with shareholder interests.

The Form 4 shows an executive-level officer receiving vested PSUs that met performance conditions established in 2021. The filing includes the remaining beneficial ownership post-transaction and specifies the vesting schedule for the two equal installments. This is a standard disclosure under Section 16 and does not by itself indicate any change in governance or control.

Insider Trade Summary

Net Buyer: 41,392 shares

Net Buy 1 txn

Insider Werner William C.

Role EVP, Strategy & Development

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	41,392	$0.00	$0.00

Holdings After Transaction: Common Stock — 67,505 shares (Direct)

Footnotes (1)

1. F1. Performance stock unit award granted in 2021, which has achieved the performance condition, and will vest with respect to 1/2 of the shares subject thereto on each of September 27, 2025, and the first anniversary of such date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/26/2025 - 04:13 PM Learn about SEC filing dates

FAQ

What did William C. Werner report on Form 4 for BJ (BJ)?

He reported acquisition of 41,392 shares on 09/24/2025 due to vesting of a 2021 performance stock unit award.

How many BJ shares does the reporting person own after the transaction?

The Form 4 reports beneficial ownership of 67,505 shares following the transaction.

At what price were the shares acquired according to the filing?

The filing lists a price of $0, consistent with issuance upon vesting of equity awards.

When will the vested award shares actually vest?

The award will vest in two equal installments: one on September 27, 2025 and the second on the first anniversary of that date.

What triggered the acquisition of shares reported on the Form 4?

The acquisition was triggered by the performance stock unit award granted in 2021 achieving its performance condition.

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).

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)
09/24/2025

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	09/24/2025		A		41,392(1)	A	$0	67,505	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. Performance stock unit award granted in 2021, which has achieved the performance condition, and will vest with respect to 1/2 of the shares subject thereto on each of September 27, 2025, and the first anniversary of such date.

Remarks:

	/s/ Joseph McGrail, Attorney-in-Fact	09/26/2025
	** 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.