BJ's Restaurants Insider Grant: 11,886 Options, 5,668 RSUs Reported

Rhea-AI Filing Summary

Thomas M. Kowalski, Chief Supply Chain Officer of BJ's Restaurants, Inc. (BJRI), reported insider acquisitions dated 07/15/2025. The filing shows an acquisition of 5,668 restricted stock units (RSUs) at an attributed price of $39.70 per share; these RSUs vest in three equal annual installments beginning 07/15/2026 and the 5,668 shares reported remain unvested. The filing also reports receipt of 11,886 non-qualified stock options with an exercise price of $39.70, vesting 33.3% per year beginning 07/15/2026, exercisable through 07/15/2035. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Equity grants tied to multi-year vesting (RSUs vest over three years; options vest starting 07/15/2026) which supports executive retention
• No immediate sales or dispositions reported, indicating the reporting person did not sell shares following the grant

Negative

• Potential future dilution from 11,886 options and 5,668 RSUs if exercised or vested and issued
• Grants are at a $39.70 exercise/attributed price, which creates future dilution only if market price exceeds this level at exercise/settlement

Insights

Corporate Governance Expert

TL;DR: Routine executive equity grants align management with shareholders; vesting schedules delay immediate dilution.

The reported RSU award and stock option grant to the Chief Supply Chain Officer are consistent with compensation practices that tie executive pay to long-term performance. The RSUs vest over three years and the options vest starting one year after grant, which supports retention incentives. The exercise price equals the reported price per share in the filing, and the long expiration through 2035 provides extended upside potential for the holder. No dispositions or sales are reported, and the ownership reported is direct.

Securities Analyst

TL;DR: Transaction is not immediately dilutive to public float and appears neutral for near-term valuation.

From an investor-impact perspective, the awards increase potential future dilution if exercised or vested, but substantial vesting is deferred beginning 07/15/2026. The option and RSU quantities (11,886 options, 5,668 RSUs) are modest relative to large-cap free floats but should be monitored in aggregate with other company awards. The use of standard multi-year vesting reduces short-term selling pressure.

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^*

Kowalski Thomas Michael

(Last) (First) (Middle)

7755 CENTER AVENUE

SUITE 300

(Street)

HUNTINGTON BEACH CA 92647

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BJs RESTAURANTS INC [ BJRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Supply Chain Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2025

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	07/15/2025		A		5,668(1)	A	$39.7	5,668(2)	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
Non-Qualified Stock Option Holding	$39.7	07/15/2025		A		11,886(3)		07/15/2026	07/15/2035	Common Stock	11,886	$39.7	11,886	D

Explanation of Responses:

1. These shares represent a Restricted Stock Unit award vesting in three equal annual installments beginning on July 15, 2026. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

2. Amount includes 5,668 of unvested Restricted Stock Units.

3. These stock options vest 33.3% per year beginning on July 15, 2026.

	/s/ Jacob J. Guild, Attorney-in-Fact for Thomas M. Kowalski	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Thomas M. Kowalski report on Form 4 for BJRI?

The Form 4 reports acquisition of 5,668 RSUs and 11,886 non-qualified stock options on 07/15/2025.

When do the RSUs and options vest for the BJRI grants?

The RSUs vest in three equal annual installments starting 07/15/2026; the options vest 33.3% per year beginning 07/15/2026 and expire on 07/15/2035.

What is the exercise or attributed price reported for the BJRI awards?

The filing shows an attributed/exercise price of $39.70 per share for both the RSU attribution and the stock options.

Did the filing show any sales of BJRI stock by the reporting person?

No. The Form 4 shows acquisitions only (transaction code A); there are no dispositions reported.

When was the Form 4 signed and filed?

The Form 4 signature by attorney-in-fact is dated 09/09/2025, and the reported transaction date is 07/15/2025.