BJ's Wholesale (NYSE: BJ) EVP granted shares, some withheld for tax

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc. EVP and Chief Growth Officer Timothy Pierce Morningstar reported equity compensation and related tax withholding transactions in company common stock.

He received 10,884 shares issued upon vesting of performance share units granted in 2023, and a new restricted stock unit award of 12,551 shares granted on April 1, 2026, which will vest in three equal annual installments. To cover tax liabilities from vesting of equity awards, 10,996 shares were withheld by the company. Following these transactions, he directly holds 53,652 shares of common stock.

Insider Trade Summary

Net Buyer: 12,439 shares

Net Buy 3 txns

Insider Morningstar Timothy Pierce

Role EVP, Chief Growth Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,884	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,996	$94.61	$1.04M
Grant/Award	Common Stock	12,551	$0.00	$0.00

Holdings After Transaction: Common Stock — 53,652 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

PSU shares vested: 10,884 shares RSU grant size: 12,551 shares Shares withheld for taxes: 10,996 shares +2 more

5 metrics

PSU shares vested 10,884 shares Performance share units granted in 2023, vested upon performance achievement

RSU grant size 12,551 shares Restricted stock unit award granted April 1, 2026

Shares withheld for taxes 10,996 shares Withheld to cover tax liabilities on vesting equity awards

Shares held after transactions 53,652 shares Direct ownership after April 1, 2026 equity transactions

Withholding reference price $94.61 per share Price per share used in tax-withholding disposition

Key Terms

performance share units, restricted stock unit, tax liabilities, grant, award, or other acquisition, +1 more

5 terms

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 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.

tax liabilities financial

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

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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 (BJ's Wholesale Club) report for Timothy Pierce Morningstar?

The EVP and Chief Growth Officer reported equity compensation activity on common stock, including vested performance share units, a new restricted stock unit award, and shares withheld to cover tax liabilities related to these vestings.

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

He received 10,884 BJ common shares issued in settlement of performance share units granted in 2023, which vested after achieving their performance condition, increasing his direct equity position in the company’s stock on that date.

What is the size and vesting schedule of the new BJ restricted stock unit award?

He received a restricted stock unit award covering 12,551 BJ shares, granted on April 1, 2026. The award will vest in three equal installments, with one-third vesting on each of the first, second, and third anniversaries of the grant date.

Why were 10,996 BJ shares disposed of in this Form 4 filing?

The 10,996 BJ shares were withheld by the company to pay tax liabilities triggered by the vesting of performance share units, restricted stock units, and restricted stock awards, rather than being sold in open-market transactions.

How many BJ shares does the EVP own after these reported transactions?

After the reported grants, vesting, and tax withholding, the EVP and Chief Growth Officer directly holds 53,652 shares of BJ common stock, reflecting his updated equity ownership position following the April 1, 2026 transactions.

Were the BJ insider transactions open-market buys or sales?

No open-market buys or sales were reported. The filing shows grant and award acquisitions of BJ shares and a disposition solely for tax withholding purposes, rather than discretionary purchases or sales in the open market.

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^*

Morningstar Timothy Pierce

(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 Growth 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		10,884(1)	A	$0	52,097	D
Common Stock	04/01/2026		F		10,996(2)	D	$94.61	41,101	D
Common Stock	04/01/2026		A		12,551(3)	A	$0	53,652	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)