BJ's Wholesale (BJ) EVP granted stock units as shares withheld for tax

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings EVP of Strategy & Development William C. Werner reported stock-based compensation activity involving common stock. He acquired 7,860 shares issued upon settlement of performance share units granted in 2023 after meeting performance goals, and separately received a new 6,870-share restricted stock unit award.

To cover tax liabilities from vesting of performance and restricted stock awards, 7,495 shares were withheld by the company at a price of $94.61 per share instead of being delivered as stock. These events reflect equity compensation and related tax withholding rather than open-market buying or selling, and he continues to hold a substantial direct stake in the company.

Insights

Equity compensation analyst

Routine equity awards and tax withholding with no open-market trading.

EVP William C. Werner received 7,860 shares from vested performance share units and a new grant of 6,870 restricted stock units. These awards are standard stock-based compensation and do not involve cash purchases in the market.

The 7,495 shares reported as a disposition were withheld at $94.61 per share to satisfy tax obligations on vesting, rather than sold in open-market transactions. This pattern is a typical A+F sequence for executive equity, and does not on its own signal a change in sentiment toward BJ's Wholesale Club Holdings.

Insider Trade Summary

Net Buyer: 7,235 shares

Net Buy 3 txns

Insider Werner William C.

Role EVP, Strategy & Development

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,860	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,495	$94.61	$709K
Grant/Award	Common Stock	6,870	$0.00	$0.00

Holdings After Transaction: Common Stock — 57,733 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.

Key Figures

Performance share units settled: 7,860 shares Shares withheld for taxes: 7,495 shares Tax withholding price: $94.61 per share +1 more

4 metrics

Performance share units settled 7,860 shares Common stock issued upon 2023 PSUs vesting

Shares withheld for taxes 7,495 shares Withheld at $94.61 per share for tax liabilities

Tax withholding price $94.61 per share Price applied to 7,495 withheld shares

New RSU grant 6,870 units Restricted stock units granted April 1, 2026

Key Terms

performance share units, tax liabilities, restricted stock unit award, 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.

tax liabilities financial

"Represents shares withheld by the Issuer for payment of tax liabilities incident"

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.

vesting financial

"which will vest with respect to 1/3 of the shares subject thereto"

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 →

Accepted by SEC EDGAR 04/03/2026 - 04:13 PM Learn about SEC filing dates

FAQ

What insider transactions did BJ's (BJ) EVP William C. Werner report?

He reported equity compensation activity, including 7,860 BJ common shares from vested performance share units and a new 6,870-share restricted stock unit award, plus 7,495 shares withheld by the company to cover related tax liabilities at $94.61 per share.

Did BJ's (BJ) EVP William C. Werner buy or sell shares on the open market?

The filing shows no open-market buys or sells. Reported transactions are stock-based compensation grants and share issuances, with 7,495 shares withheld at $94.61 per share to pay taxes, rather than discretionary trading in BJ’s stock on the market.

What are the performance share units mentioned in BJ's (BJ) Form 4 filing?

Performance share units are awards that convert into shares if performance goals are met. Werner received 7,860 BJ shares when 2023-granted performance share units vested after achieving performance conditions, turning those units into actual common stock in his name.

How were taxes handled on BJ's (BJ) EVP William C. Werner’s stock awards?

To satisfy tax liabilities from vesting of performance share units, restricted stock units, and restricted stock, 7,495 BJ shares were withheld by the company at $94.61 per share, instead of issuing all shares directly and requiring a separate cash tax payment.

What are the terms of the new restricted stock unit grant at BJ's (BJ)?

Werner received a restricted stock unit award for 6,870 BJ shares on April 1, 2026. According to the filing, one-third of these units will vest on each of the first, second, and third anniversaries of the grant date, subject to continued service conditions.

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^*

Werner William C.

(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, Strategy & Development

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		7,860(1)	A	$0	58,358	D
Common Stock	04/01/2026		F		7,495(2)	D	$94.61	50,863	D
Common Stock	04/01/2026		A		6,870(3)	A	$0	57,733	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. 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)