BJ’s CEO (NYSE: BJ) reports 36,606 shares withheld for taxes on equity awards

Rhea-AI Filing Summary

BJ's Wholesale Club Holdings, Inc.'s President and CEO, who is also a director, reported a routine share withholding related to equity compensation. On 02/03/2026, 36,606 shares of common stock were withheld by the company at $95.8 per share to cover tax liabilities from vesting performance share unit awards.

Following this withholding, the executive directly beneficially owned 260,129 shares of BJ's common stock and indirectly held 2,000 additional shares through dependent children. The filing reflects tax-related administration of stock awards rather than an open-market sale.

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

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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^*

Eddy Robert W.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		F		36,606(1)	D	$95.8	260,129	D
Common Stock								2,000	I	By Dependent Children

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. Represents shares withheld by the Issuer for payment of tax liability incident to the vesting of performance share unit awards.

Remarks:

	/s/ Joseph McGrail, Attorney-in-Fact	02/05/2026
	** 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.

FAQ

What insider transaction did BJ (BJ's Wholesale Club Holdings, Inc.) report?

The filing reports that BJ’s President and CEO had 36,606 common shares withheld by the company at $95.8 per share. These shares were retained by the issuer to satisfy tax liabilities arising from the vesting of performance share unit awards, not from an open-market sale.

Who is the insider in the latest BJ Form 4 filing and what is their role?

The insider is Eddy Robert W., who serves as both President & CEO and a director of BJ’s Wholesale Club Holdings, Inc. This dual role means he is a key executive and board member, making his equity compensation and holdings particularly important for governance disclosure.

How many BJ common shares does the CEO own after the reported transaction?

After the tax-related share withholding, the CEO beneficially owned 260,129 BJ common shares directly. In addition, 2,000 common shares were reported as indirectly owned through dependent children, indicating continued significant personal and family exposure to BJ’s equity.

Was the BJ CEO’s reported transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 36,606 BJ common shares were withheld by the issuer to pay tax liabilities tied to vesting performance share unit awards, a standard administrative step in equity compensation programs rather than a discretionary stock sale.

What does transaction code "F" mean in the BJ insider filing?

Transaction code “F” in this BJ filing indicates shares were withheld to pay taxes on equity awards. Here, 36,606 common shares were retained by the issuer to cover tax liabilities from vesting performance share units, instead of the executive selling shares in the open market.

How are the BJ CEO’s indirectly owned shares reported in this filing?

The filing shows 2,000 BJ common shares held indirectly, described as “By Dependent Children.” This indicates the CEO reports beneficial ownership of shares associated with his dependent children, providing transparency into both direct and family-related equity interests.