UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 23, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38559

_______________________________

BJ’S WHOLESALE CLUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________


Delaware			45-2936287
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

350 Campus Drive
Marlborough, Massachusetts			01752
(Address of principal executive offices)			(Zip Code)

(774) 512-7400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	BJ	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 2021, ~~2024~~2025, the registrant had 132,~~093~~050,~~722~~705 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders’ Equity	76
	Condensed Consolidated Statements of Cash Flows	97
	Notes to Unaudited Condensed Consolidated Financial Statements	108
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2018
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3026
Item 4.	Controls and Procedures	3026
PART II.	OTHER INFORMATION	3127
Item 1.	Legal Proceedings	3127
Item 1A.	Risk Factors	3127
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3127
Item 3.	Defaults Upon Senior Securities	3128
Item 4.	Mine Safety Disclosures	3128
Item 5.	Other Information	3228
Item 6.	Exhibits	3328
	Signature	3429

TRADEMARKS

BJ’s Wholesale Club®, BJ’s®, Wellsley Farms®, Berkley Jensen®, My BJ’s Perks®, BJ’s Easy Renewal®, BJ’s Gas®, BJ's One®, BJ's One+®, BJ’s Perks Elite®, BJ’s Perks Plus®, Inner Circle®, Same-Day-Select®, ExpressPay® and BJ’s Perks Rewards® are all registered trademarks of BJ’s Wholesale Club, Inc. Other trademarks, trade names and service marks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of those other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, trademarks, trade names and service marks referred to in this Quarterly Report on Form 10-Q may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks.

DEFINED TERMS

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires:

•"The Company", "BJ’s", "we", "us" and "our" mean BJ’s Wholesale Club Holdings, Inc. and, unless the context otherwise requires, its consolidated subsidiaries;

•"ABL Revolving Facility" means the Company's revolving credit facility entered into on July 28, 2022;

•"ABL Revolving Commitment" means the aggregate committed amount of $1.2 billion under the ABL Revolving Facility;

•"First Lien Term Loan" means the Company’s senior secured first lien term loan facility that was amended on ~~October~~November 124, ~~2023~~2024;

•"Fourth Amendment" means the Company’s fourth amendment to the senior secured former first lien term loan facility that was entered into on October 12, 2023;

•"Fifth Amendment" means the Company's fifth amendment to the senior secured former first lien term loan facility that was entered into on November 4, 2024;

•"fiscal year ~~2022~~2024" means the 52 weeks ended ~~January 28~~February 1, ~~2023~~2025;

•"fiscal year ~~2023~~2025" means the 5352 weeks ~~ended~~ending ~~February~~January 331, ~~2024~~2026;

•"fiscal year 2024" means the 52 weeks ending February 1, 2025;

•"GAAP" means generally accepted accounting principles in the United States of America;

•"ESPP" means the Company's Employee Stock Purchase Plan; and

•"SOFR" means the Secured Overnight Financing Rate.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)

(Unaudited)

November 2, 2024

February 3, 2024

October 28, 2023

May 3, 2025

February 1, 2025

May 4, 2024

ASSETS

Current assets:

Cash and cash equivalents

3339,~~873~~484

3628,~~049~~272

3335,~~551~~094

Accounts receivable, net

~~266~~240,~~718~~419

~~234~~277,~~769~~326

~~224~~225,~~505~~199

Merchandise inventories

1,~~720~~567,~~011~~032

1,~~454~~508,~~822~~988

1,~~661~~533,~~852~~310

Prepaid expenses and other current assets

7681,~~491~~833

6864,~~366~~374

8085,~~550~~048

Total current assets

21,~~097~~928,~~093~~768

1,~~794~~878,~~006~~960

21,~~000~~878,~~458~~651

Operating lease right-of-use assets, net

2,~~114~~065,~~592~~890

2,~~140~~100,~~482~~257

2,~~174~~159,~~706~~955

Property and equipment, net

1,~~832~~988,~~397~~290

1,~~578~~897,~~792~~604

1,~~495~~620,~~912~~255

Goodwill

1,008,816

Intangibles, net

~~102~~99,~~739~~697

~~107~~101,~~632~~109

~~109~~106,~~600~~001

Deferred income taxes

57,~~010~~615

46,~~071~~975

72,~~429~~693

Other assets

5558,~~575~~596

4371,~~823~~584

4048,~~323~~356

Total assets

7,~~216~~157,~~222~~672

67,~~677~~065,~~622~~305

6,~~837~~824,~~244~~727

LIABILITIES

Current liabilities:

Short-term debt

~~245~~150,000

~~319~~175,000

~~434~~270,000

Current portion of operating lease liabilities

~~163~~169,~~292~~568

~~153~~192,~~631~~528

~~180~~156,~~490~~914

Accounts payable

1,~~420~~255,~~425~~867

1,~~183~~253,~~281~~512

1,~~318~~264,~~959~~873

Accrued expenses and other current liabilities

~~913~~934,~~307~~974

~~812~~913,~~136~~042

~~805~~834,~~607~~053

Total current liabilities

2,~~742~~510,~~024~~409

2,~~468~~534,~~048~~082

2,~~739~~525,~~056~~840

Long-term operating lease liabilities

21,~~024~~977,~~689~~180

2,~~050~~013,~~883~~962

2,~~084~~069,~~744~~587

Long-term debt

398,~~663~~880

398,~~432~~807

398,~~355~~509

Deferred income taxes

6555,~~531~~386

7459,~~773~~659

6574,~~104~~804

Other non-current liabilities

~~223~~244,~~144~~232

~~226~~211,~~635~~341

~~196~~228,~~289~~567

Commitments and contingencies (see Note 5)

STOCKHOLDERS’ EQUITY

Preferred stock; par value $0.01; 5,000 shares authorized, and no shares issued

—

Common stock, par value $0.01; 300,000 shares authorized, 148,776 shares issued and 132,094 outstanding at November 2, 2024; 147,544 shares issued and 132,768 outstanding at February 3, 2024; and 147,470 shares issued and 133,494 outstanding at October 28, 2023

1,488

1,475

Common stock, par value $0.01; 300,000 shares authorized, 149,743 shares issued and 132,051 outstanding at May 3, 2025; 148,965 shares issued and 131,638 outstanding at February 1, 2025; and 148,247 shares issued and 132,708 outstanding at May 4, 2024

1,497

1,489

1,482

Additional paid-in capital

1,~~054~~095,~~912~~105

1,~~006~~079,~~409~~445

~~993~~1,~~178~~020,857

Retained earnings

1,~~579~~852,~~986~~416

1,~~168~~702,~~231~~648

1,~~022~~279,~~359~~250

Accumulated other comprehensive income

~~501~~231

~~1,049~~501

Treasury stock, at cost, 16,682 shares at November 2, 2024; 14,776 shares at February 3, 2024; and 13,976 shares at October 28, 2023

(874,716)

(717,765)

(664,365)

Treasury stock, at cost, 17,692 shares at May 3, 2025; 17,327 shares at February 1, 2025; and 15,539 shares at May 4, 2024

(977,664)

(936,359)

(774,670)

Total stockholders’ equity

1,~~762~~971,~~171~~585

1,~~458~~847,~~851~~454

1,~~353~~527,~~696~~420

Total liabilities and stockholders’ equity

7,~~216~~157,~~222~~672

67,~~677~~065,~~622~~305

6,~~837~~824,~~244~~727

The accompanying notes are an integral part of the condensed consolidated financial statements.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)

	Thirteen Weeks Ended
	November 2, 2024		October 28, 2023
	May 3, 2025		May 4, 2024
Net sales	$	45,~~984~~033,~~385~~094	$	4,~~818~~807,~~670~~129
Membership fee income	~~114~~120,~~979~~389		~~106~~111,~~053~~390
Total revenues	5,~~099~~153,~~364~~483		4,~~924~~918,~~723~~519
Cost of sales	4,~~123~~183,~~888~~984		4,~~022~~035,~~243~~129
Selling, general and administrative expenses	~~733~~760,~~580~~880		~~697~~721,~~104~~771
Pre-opening expenses	124,~~513~~974		~~6,001~~864
Operating income	~~229~~203,~~383~~645		~~199~~160,~~375~~755
Interest expense, net	1211,~~593~~099		1813,~~004~~951
Income from operations before income taxes	216,790		181,371
Income before income taxes	192,546		146,804
Provision for income taxes	6142,~~042~~778		5035,~~904~~785
Net income	$	~~155~~149,~~748~~768	$	~~130~~111,~~467~~019
Income per share attributable to common stockholders—basic:	$	1.1814	$	0.9884
Income per share attributable to common stockholders—diluted:	1.1713		0.9783
Weighted-average shares of common stock outstanding:
Basic	~~132~~131,~~083~~569		~~133~~132,~~069~~397
Diluted	~~133~~132,~~333~~749		134,~~984~~111
Other comprehensive income:
Total other comprehensive income	—		—
Total comprehensive income	$	~~155~~149,~~748~~768	$	~~130~~111,~~467~~019

The accompanying notes are an integral part of the condensed consolidated financial statements.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)

	Thirty-nine Weeks Ended
	November 2, 2024		October 28, 2023
Net sales	$	14,883,793	$	14,299,132
Membership fee income	339,485		312,273
Total revenues	15,223,278		14,611,405
Cost of sales	12,407,836		11,932,120
Selling, general and administrative expenses	2,205,674		2,081,392
Pre-opening expenses	15,955		11,479
Operating income	593,813		586,414
Interest expense, net	39,299		48,968
Income from continuing operations before income taxes	554,514		537,446
Provision for income taxes	142,759		159,666
Income from continuing operations	411,755		377,780
Income from discontinued operations, net of income taxes	—		89
Net income	$	411,755	$	377,869
Income per share attributable to common stockholders—basic:
Income from continuing operations	$	3.11	$	2.84
Income from discontinued operations	—		—
Net income	$	3.11	$	2.84
Income per share attributable to common stockholders—diluted:
Income from continuing operations	$	3.08	$	2.79
Income from discontinued operations	—		—
Net income	$	3.08	$	2.79
Weighted-average shares of common stock outstanding:
Basic	132,304		133,232
Diluted	133,764		135,338
Other comprehensive loss:
Amounts released from accumulated other comprehensive income, net of tax	$	—	$	(501)
Total other comprehensive loss	—		(501)
Total comprehensive income	$	411,755	$	377,368

The accompanying notes are an integral part of the condensed consolidated financial statements.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)

	Common Stock			AdditionalPaid-inCapital		Retained Earnings		AccumulatedOtherComprehensiveIncome		Treasury Stock			TotalStockholders’Equity
	Shares	Amount								Shares	Amount
Balance, February 3, 2024	147,544	$	1,475	$	1,006,409	$	1,168,231	$	501	(14,776)	$	(717,765)	$	1,458,851
Balance, February 1, 2025	148,965	$	1,489	$	1,079,445	$	1,702,648	$	231	(17,327)	$	(936,359)	$	1,847,454
Net income	—	—		—		~~111~~149,~~019~~768		—		—	—		~~111~~149,~~019~~768
Common stock issued under stock incentive plans	~~703~~778	78		(78)		—		—		—	—		—
Stock-based compensation expense	—	—		810,~~590~~654		—		—		—	—		810,~~590~~654
Exercise of stock options	—	—		5,~~865~~014		—		—		—	—		5,~~865~~014
Acquisition of treasury stock	—	—		—		—		—		(~~763~~365)	(5641,~~905~~305)		(5641,~~905~~305)
Balance, May 4, 2024	148,247	$	1,482	$	1,020,857	$	1,279,250	$	501	(15,539)	$	(774,670)	$	1,527,420
Balance, May 3, 2025	149,743	$	1,497	$	1,095,105	$	1,852,416	$	231	(17,692)	$	(977,664)	$	1,971,585
Net income	—	—		—		144,988		—		—	—		144,988
Common stock issued under stock incentive plans	450	5		(5)		—		—		—	—		—
Common stock issued under ESPP	60	1		3,410		—		—		—	—		3,411
Stock-based compensation expense	—	—		10,336		—		—		—	—		10,336
Exercise of stock options	—	—		9,598		—		—		—	—		9,598
Acquisition of treasury stock	—	—		—		—		—		(452)	(40,846)		(40,846)
Balance, August 3, 2024	148,757	$	1,488	$	1,044,196	$	1,424,238	$	501	(15,991)	$	(815,516)	$	1,654,907
Net income	—	—		—		155,748		—		—	—		155,748
Common stock issued under stock incentive plans	19	—		—		—		—		—	—		—
Stock-based compensation expense	—	—		10,714		—		—		—	—		10,714
Exercise of stock options	—	—		2		—		—		—	—		2
Acquisition of treasury stock	—	—		—		—		—		(691)	(59,200)		(59,200)
Balance, November 2, 2024	148,776	$	1,488	$	1,054,912	$	1,579,986	$	501	(16,682)	$	(874,716)	$	1,762,171


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance, February 3, 2024	147,544	$	1,475	$	1,006,409	$	1,168,231	$	501	(14,776)	$	(717,765)	$	1,458,851
Net income	—	—		—		111,019		—		—	—		111,019


Common stock issued under stock incentive plans	703	7		(7)		—		—		—	—		—
Stock-based compensation expense	—	—		8,590		—		—		—	—		8,590
Exercise of stock options	—	—		5,865		—		—		—	—		5,865
Acquisition of treasury stock	—	—		—		—		—		(763)	(56,905)		(56,905)
Balance, May 4, 2024	148,247	$	1,482	$	1,020,857	$	1,279,250	$	501	(15,539)	$	(774,670)	$	1,527,420

The accompanying notes are an integral part of the condensed consolidated financial statements.

	Common Stock			AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensiveIncome		Treasury Stock			TotalStockholders’Equity
	Shares	Amount								Shares	Amount
Balance, January 28, 2023	146,347	$	1,463	$	958,555	$	644,490	$	1,550	(12,444)	$	(559,221)	$	1,046,837
Net income	—	—		—		116,077		—		—	—		116,077
Other comprehensive loss, net of tax	—	—		—		—		(501)		—	—		(501)
Common stock issued under stock incentive plans	1,033	10		(10)		—		—		—	—		—
Stock-based compensation expense	—	—		10,007		—		—		—	—		10,007
Exercise of stock options	—	—		1,675		—		—		—	—		1,675
Acquisition of treasury stock	—	—		—		—		—		(560)	(42,369)		(42,369)
Balance, April 29, 2023	147,380	$	1,473	$	970,227	$	760,567	$	1,049	(13,004)	$	(601,590)	$	1,131,726
Net income	—	—		—		131,325		—		—	—		131,325
Common stock issued under stock incentive plans	2	—		—		—		—		—	—		—
Common stock issued under ESPP	61	1		3,254		—		—		—	—		3,255
Stock-based compensation expense	—	—		9,624		—		—		—	—		9,624
Exercise of stock options	—	—		261		—		—		—	—		261
Acquisition of treasury stock	—	—		—		—		—		(719)	(44,902)		(44,902)
Balance, July 29, 2023	147,443	$	1,474	$	983,366	$	891,892	$	1,049	(13,723)	$	(646,492)	$	1,231,289
Net income	—	—		—		130,467		—		—	—		130,467
Common stock issued under stock incentive plans	27	1		(1)		—		—		—	—		—
Stock-based compensation expense	—	—		9,380		—		—		—	—		9,380
Exercise of stock options	—	—		433		—		—		—	—		433
Acquisition of treasury stock	—	—		—		—		—		(253)	(17,873)		(17,873)
Balance, October 28, 2023	147,470	$	1,475	$	993,178	$	1,022,359	$	1,049	(13,976)	$	(664,365)	$	1,353,696

The accompanying notes are an integral part of the condensed consolidated financial statements.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Thirty-nine Weeks Ended
	Thirteen Weeks Ended
	November 2, 2024		October 28, 2023
	May 3, 2025		May 4, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	~~411~~149,~~755~~768	$	~~377~~111,~~869~~019
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~194~~69,~~238~~665		~~166~~63,~~421~~422
Amortization of debt issuance costs and accretion of original issue discount	~~830~~273		~~900~~277
Debt extinguishment charges	—		1,830
Stock-based compensation expense	10,654		8,590
Stock-based compensation expense	29,640		29,011
Deferred income tax (benefit) provision	(4,913)		1,409
Deferred income tax provision	(10,181)		12,149
Changes in operating leases and other non-cash items	(24,397)		2,922
Changes in operating leases and other non-cash items	10,803		3,684
Increase (decrease) in cash due to changes in:
Accounts receivable, net	~~(41~~39,~~021)~~735		153,~~205~~491
Merchandise inventories	(~~265~~58,~~189~~044)		(~~283~~78,~~301~~488)
Prepaid expenses and other current assets	(815,~~279~~283)		(2311,~~628~~083)
Other assets	(121,~~351~~476)		(94,~~917~~733)
Accounts payable	~~237~~2,~~144~~355		~~123~~81,~~262~~592
Accrued expenses and other current liabilities	8124,~~546~~783		2919,~~916~~316
Other non-current liabilities	2014,973		13,~~130~~113
Net cash provided by operating activities	~~628~~208,~~955~~093		~~444~~200,~~531~~847
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment, net of disposals	(~~427~~140,~~553~~497)		(~~347~~105,~~951~~741)
Proceeds from sale-leaseback transactions	—		12,310
Other investing activities	(1,794)		—
Net cash used in investing activities	(~~427~~142,~~553~~291)		(~~335~~105,~~641~~741)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long term-debt	—		305,041
Proceeds from revolving lines of credit	66,000		193,000
Payments on long-term debt	—		(355,041)
Payments on revolving lines of credit	(91,000)		(242,000)
Proceeds from revolving lines of credit	605,000		564,000
Net cash received from stock option exercises	5,014		5,865
Payments on revolving lines of credit	(679,000)		(535,000)
Acquisition of treasury stock	(41,305)		(57,256)
Debt issuance costs paid	—		(1,722)
Proceeds from financing obligations	8,721		6,044
Net cash received from stock option exercises	15,465		2,369
Other financing activities	(2,020)		(1,714)
Net cash received from ESPP	3,411		3,255
Net cash used in financing activities	(54,590)		(96,061)
Acquisition of treasury stock	(158,041)		(101,819)
Net increase (decrease) in cash and cash equivalents	11,212		(955)
Proceeds from financing obligations	14,917		11,691
Cash and cash equivalents at beginning of period	28,272		36,049
Other financing activities	(5,330)		(2,028)
Cash and cash equivalents at end of period	$	39,484	$	35,094
Net cash used in financing activities	(203,578)		(109,254)
Net decrease in cash and cash equivalents	(2,176)		(364)
Cash and cash equivalents at beginning of period	36,049		33,915
Cash and cash equivalents at end of period	$	33,873	$	33,551
Supplemental cash flow information:
Interest paid	$	348,~~034~~966	$	4412,~~335~~112
Income taxes paid	~~144~~12,~~908~~738		~~156~~13,~~632~~688
Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items	~~116~~14,~~173~~583		~~165~~65,~~931~~905
Non-cash financing and investing activities:
Finance lease liabilities arising from obtaining right-of-use assets	~~758~~525		~~4,467~~345
Property additions included in accrued expenses	5240,~~066~~404		3235,~~104~~456
Treasury stock acquisitions included in accrued expenses	1,~~509~~561		3,~~325~~013

The accompanying notes are an integral part of the condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

BJ’s Wholesale Club Holdings, Inc. and its wholly-owned subsidiaries (the "Company" or "BJ's") is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States. The Company provides a curated assortment focused on groceries, fresh foods, general merchandise, gasoline, and other ancillary services to deliver a differentiated shopping experience that is further enhanced by ~~our omnichannel capabilities. Additionally,~~ the Company's ~~provides~~digital ~~access to coupons and promotions to deliver further value to our members~~capabilities. As of ~~November~~May 23, ~~2024~~2025, ~~the~~BJ's ~~Company~~ operated ~~247~~255 warehouse clubs and ~~182~~190 gas stations in 2021 states.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The accompanying interim financial statements of BJ’s Wholesale Club Holdings, Inc. are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial statements in accordance with GAAP.

The condensed consolidated balance sheet as of February 31, ~~2024~~2025 is derived from the audited consolidated balance sheet as of that date. The Company’s business, as is common with the business of retailers generally, is subject to seasonal influences. The Company’s sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for fiscal year ~~2023~~2024, as filed with the Securities and Exchange Commission on March 1814, ~~2024~~2025.

(b) Fiscal Year

The Company follows the National Retail Federation’s fiscal calendar and reports financial information on a 52- or 53-week year ending on the Saturday closest to January 31. The thirteen-week periods ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024 are referred to herein as the "~~third~~first quarter of fiscal year ~~2024~~2025" and the "~~third~~first quarter of fiscal year ~~2023," respectively. The thirty-nine week periods ended November 2,~~ 2024 ~~and October 28~~, ~~2023 are referred to herein as the~~ "~~thirty-nine~~ ~~weeks ended November 2, 2024" and the "thirty-nine weeks ended October 28, 2023,"~~ respectively. Operating results for the thirteen week ~~and~~period ~~thirty-nine week periods~~ ended ~~November~~May 23, ~~2024~~2025 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending ~~February~~January 131, ~~2025~~2026.

The Company’s accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year ~~2023~~2024. There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 will require public companies to disclose, on an annual basis, a tabular reconciliation, using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory tax, further broken out by nature and/or jurisdiction. ASU 2023-09 requires all entities to disclose, on an annual basis, the amount of income taxes paid (net of refunds received), disaggregated between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The new ~~standard~~pronouncement iswill ~~effective~~not ~~for~~have ~~fiscal~~an ~~years~~impact ~~beginning~~on ~~after~~the ~~December~~Company's ~~15,~~consolidated ~~2024~~balance sheet, onstatement aof ~~prospective~~operations ~~basis.~~and ~~Early~~comprehensive ~~adoption~~income, ~~and~~statement ~~retrospective~~of ~~application~~stockholders' ~~are~~equity, ~~permitted~~or statement of cash flows. The Company iscontinues ~~currently~~to ~~evaluating~~evaluate the impact of enhanced disclosure requirements on the ~~adoption~~notes ofto the consolidated financial statements. The Company will adopt this new pronouncement ~~will~~as ~~have~~part onof its ~~financial~~annual ~~statement~~report ~~disclosures~~as of and for the fiscal year ended January 31, 2026.

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, ~~Segment~~Income ~~Reporting~~Statement ~~(Topic~~– ~~280):~~Reporting ~~Improvements~~Comprehensive toIncome ~~Reportable~~– ~~Segment~~Expense Disaggregation Disclosures, ~~which~~(Subtopic ~~expands~~220-40): ~~the~~Disaggregation ~~segment~~of ~~reporting~~Income ~~disclosures~~Statement ~~and~~Expenses. ASU 2024-03 requires disclosure of ~~segment~~certain costs and expenses ~~that~~on ~~are~~an ~~regularly~~interim ~~provided~~and annual basis in the notes to the ~~chief~~financial ~~operating~~statements. ~~decision~~ASU ~~maker~~2024-03 ~~("CODM")~~is effective for fiscal years beginning after December 15, 2026, and ~~included~~interim periods within ~~each~~fiscal ~~reported~~years ~~measure~~beginning ofafter ~~segment~~December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to

108

~~profit~~financial orstatements ~~loss,~~issued ~~amounts and description of its composition~~ for ~~other~~reporting ~~segment~~periods ~~items,~~after ~~and interim disclosure of a reportable segment’s profit or loss and assets. Additionally,~~ the ~~amendments~~effective ~~require~~date ~~the disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit~~ or ~~loss~~retrospectively ~~in assessing performance and deciding how~~ to ~~allocate~~any ~~resources.~~or ~~The~~all ~~new standard is effective for fiscal years beginning after December 15, 2023, and interim~~ periods ~~within~~presented ~~fiscal~~in ~~years beginning after December 15, 2024, on a retrospective basis. The new pronouncement will not have an impact on~~ the ~~Company's~~financial ~~consolidated balance sheet, statement of operations and comprehensive income, statement of stockholders' equity, or statement of cash flows~~statements. The Company ~~continues~~is tocurrently ~~evaluate~~evaluating the impact ofthat ~~enhanced~~this ~~disclosure~~guidance ~~requirements~~will have on ~~the~~its ~~notes to the consolidated~~ financial ~~statements.~~statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.

3. Revenue Recognition

Net sales

The Company recognizes net sales at clubs and gas stations when the customer takes possession of the goods and tenders payment. Sales tax is recorded as a liability at the point-of-sale. Revenue is recorded at the point-of-sale based on the transaction price, net of any applicable discounts, sales tax, and expected refunds. For edigitally-~~commerce~~enabled sales, including buy-online-pickup-in-club ("BOPIC"), curbside delivery, and same-day delivery, the Company generally recognizes revenue when the customer takes possession of the merchandise. For ship-to-home sales, the Company recognizes revenue when control of the merchandise is transferred to the customer, which is typically at the time of shipment.

Rewards programs

The Company’'s ~~BJ’s~~Club+ ~~Perks Rewards membership~~ program ~~which~~allows ~~was in place in fiscal year 2022 and the first month of fiscal year 2023, allowed~~ participating members to earn 2% cash back, up to a maximum of $500 per year, on qualified purchases made at BJ’'s~~. The Company also offered a co-branded credit card program~~, ~~the My BJ’s Perks program, which allowed My BJ’s Perks Mastercard credit card holders to earn up to~~ a 105-cent per gallon discount onat ~~gasoline, up to 5% cash back on eligible purchases made in~~ BJ’'s ~~clubs~~gas ~~or online at bjs.com~~locations, and uptwo ~~to 2% cash~~free ~~back~~same-day ~~on purchases made with the card outside of BJ’s~~deliveries. Cash back ~~was~~is in the form of electronic awards issued into ~~$10 increments~~each ~~that could~~member beonce ~~used~~$10 ~~online or~~ in~~-club~~ ~~and~~rewards ~~expired six~~have ~~months~~been ~~from the date issued~~earned.

InThe ~~the~~Company's ~~first~~co-branded ~~quarter~~credit ofcard ~~fiscal year 2023~~program, ~~the~~known ~~Company~~as ~~rebranded~~ the ~~rewards~~BJ's ~~program.~~One ~~The~~and ~~former~~ BJ's ~~Perks~~One+ ~~Rewards membership~~ program, isallows ~~now~~cardholders the ~~Club+~~opportunity ~~program,~~to ~~whereby~~earn ~~participating~~up ~~members~~to ~~earn 2~~5% cash back, upon topurchases amade ~~maximum~~in ofBJ's ~~$500~~clubs, ~~per~~on ~~year~~bjs.com, onor ~~qualified~~in ~~purchases~~the ~~made~~BJ's atmobile ~~BJs~~app, and up to a 515-cent per gallon discount aton gasoline when paying with a BJ's One or BJ's One+ Mastercard at BJ’s gas locations. BJ's One+ Mastercard cardholders also receive two free same-day deliveries if such benefit has not already been received under the Club+ program. Cash back is in the form of electronic awards issued to each member ~~once~~monthly ~~$10~~on inthe ~~rewards~~credit ~~have~~card ~~been~~statement ~~earned~~date. Earned rewards ~~under~~on each of the Club+ ~~program~~and co-branded credit card programs do not expire.

The Company's coaccounts for these transactions as multiple-~~branded~~element ~~credit~~arrangements ~~card~~and ~~program~~allocates isthe ~~now~~transaction price to separate performance obligations using their relative fair values. The Company includes the ~~BJ's~~fair ~~One~~value ~~and~~of ~~BJ's~~award ~~One+~~dollars ~~program,~~earned ~~which~~in ~~allows~~deferred ~~cardholders~~revenue ~~with~~at the ~~opportunity~~time tothe ~~earn~~award updollars toare 5%earned. ~~cash~~Earned ~~back~~awards may be redeemed on future purchases made inat BJ's. ~~clubs~~The orCompany ~~online~~recognizes revenue related to earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs, on bjs.com, ~~and~~or upin tothe aBJ's ~~15-cent~~mobile ~~per~~app. ~~gallon~~The ~~discount~~Company onrecognizes ~~gasoline~~royalty ~~when~~revenue ~~paying~~related ~~with~~to athe BJ's One orand BJ's One+ ~~Mastercard~~credit atcard ~~our~~programs ~~BJ’s~~based ~~gas~~upon ~~locations~~actual customer activities, such as reward redemptions. ~~Cash~~While ~~back~~the isCompany incontinues to honor all rewards presented for redemption, the ~~form~~likelihood of ~~electronic~~redemption ~~awards~~is ~~issued~~deemed to ~~each~~be ~~member~~remote ~~monthly~~for oncertain ~~their~~rewards ~~credit~~due ~~card~~to ~~statement~~historical ~~date.~~experience, ~~Earned~~including after long periods of inactivity, and rewards ~~under~~being linked to expired or canceled memberships. In these circumstances, the ~~co-branded~~Company ~~credit~~recognizes ~~card~~revenue, ~~program~~or dobreakage, ~~not~~from ~~expire.~~unredeemed rewards.

The Company accounts for these transactions as multiple-element arrangements and allocates the transaction price to separate performance obligations using their relative fair values. The Company includes the fair value of award dollars earned in deferred revenue at the time the award dollars are earned. Earned awards may be redeemed on future purchases made at the Company. The Company recognizes revenue related to earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or on the Company’s website or mobile app. The Company recognizes royalty revenue related to the outstanding My BJ's Perks and BJ's One and BJ's One+ credit card programs based upon actual customer activities, such as reward redemptions. Additionally, the Company deferred revenue for funds received related to marketing, integration costs, and other long-term initiatives in connection with the new co-brand credit card program and will recognize these funds into revenue as performance obligations are satisfied.

Membership

The Company charges a membership fee to its customers, which allows customers to shop in the Company’s clubs, ~~shop~~ on bjs.com, or in the ~~Company’~~BJ's ~~website~~mobile app, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally 12 months. In addition, members have access to other ancillary services, coupons, and promotions. As the Company has the obligation to provide access to its clubs, website, mobile app, and gas stations for the duration of the membership term, the Company recognizes membership fees on a straight-line basis over the life of the membership. All membership fees and related membership revenues are recorded as membership fee income in the condensed consolidated statements of operations and comprehensive income.

Gift Card Program

The Company sells BJ’s gift cards that allow customers to redeem the cards for future purchases equal to the amount of the face value of the gift card. Revenue from gift card sales is recognized upon redemption of the gift cards and control of the purchased goods or services is transferred to the customer.

Contract Balances

The following table summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers, excluding earned award dollars which are noted below (in thousands):

	November 2, 2024		February 3, 2024		October 28, 2023
	May 3, 2025		February 1, 2025		May 4, 2024
Current:
Rewards programs:
Earned award dollars	$	59,408	$	49,135	$	46,816
Royalty revenue	$	6,913	$	9,972	$	4,982
Royalty revenue	5,898		4,593		5,454
Co-brand initiatives	3,945		4,082		3,710
Co-brand initiatives	4,269		4,181		3,996
Total rewards programs	10,858		14,054		8,692
Total rewards programs	69,575		57,909		56,266
Membership	260,578		253,262		234,411
Membership	236,536		231,440		193,879
Gift card program	15,875		16,778		14,484
Gift card program	15,044		15,290		13,644
E-commerce sales	6,866		7,839		5,723
E-commerce sales	6,383		6,757		6,523
Long-term:
Rewards programs:
Co-brand initiatives	42,~~068~~317		63,~~216~~139		75,~~147~~910
Total deferred revenue	$	~~331~~296,~~606~~494	$	~~317~~295,~~612~~072	$	~~277~~269,~~459~~220

Current and long-term deferred revenue balances are included within accrued expenses and other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

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The following table ~~summarizes~~presents ~~the~~deferred ~~Company's~~ revenue ~~recognized~~activity ~~during~~related ~~the~~to ~~period~~earned ~~that~~award ~~was~~dollars ~~included in the opening deferred balance as of February 3, 2024 and January 28, 2023~~ (in thousands):

	Thirty-nine Weeks Ended
	Thirteen Weeks Ended
	November 2, 2024		October 28, 2023
	May 3, 2025		May 4, 2024
Rewards programs:
Earned rewards balance, beginning of period	$	57,474	$	49,135
Earned award dollars	$	49,135	$	34,676
Rewards earned	88,197		75,383
Royalty revenue	4,593		17,877
Revenue recognized on rewards	(84,383)		(71,184)
Co-brand initiatives	2,616		7,467
Earned rewards balance, end of period	$	61,288	$	53,334
Total rewards programs	56,344		60,020
Membership	213,499		174,678
Gift card program	4,517		4,765
E-commerce sales	6,757		2,731
Total revenue	$	281,117	$	242,194

Earned award dollars are combined in one homogeneous pool and are not separately identifiable. Revenue recognized on rewards consists of awards that were included in the deferred revenue balance at the beginning of the period as well as awards that were earned during the period.

The following table summarizes the Company's revenue recognized during the period that was included in the opening deferred balance, excluding earned award dollars, as of February 1, 2025 and February 3, 2024 (in thousands):


	Thirteen Weeks Ended
	May 3, 2025		May 4, 2024
Rewards programs:
Royalty revenue	$	9,972	$	4,593
Co-brand initiatives	960		776
Total rewards programs	10,932		5,369
Membership	106,337		97,790
Gift card program	2,707		2,799
E-commerce sales	7,839		6,757
Total revenue	$	127,815	$	112,715

Performance obligations related to earned award dollars, royalty revenue, and membership fees are typically satisfied over a period of twelve months or less. Funds received related to marketing and other integration costs in connection with our co-brand credit card program are recognized as performance obligations are satisfied. The timing and recognition of gift card redemptions varies depending on consumer behavior and spending patterns.

Disaggregation of Revenue

The Company’s club retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of its consolidated total revenues and are the Company’s only reportable segment. Substantially all of the Company’s identifiable assets are located in the United States. The Company does not have significant sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented.

The following table summarizes the Company’s percentage of net sales disaggregated by category:

	Thirteen Weeks Ended				~~Thirty-nine Weeks Ended~~
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
	May 3, 2025		May 4, 2024
Grocery	72	%	70	%	71	%	71	%
Perishables, Grocery, and Sundries	73	%	71	%
General Merchandise and Services	109	%	10	%	10	%	10	%
Gasoline and Other	18	%	2019	%	19	%	19	%

4. Debt and Credit Arrangements

The following table summarizes the Company’s debt (in thousands):

November 2, 2024

February 3, 2024

October 28, 2023

May 3, 2025

February 1, 2025

May 4, 2024

ABL Revolving Facility

~~245~~150,000

~~319~~175,000

~~434~~270,000

First Lien Term Loan

400,000

Unamortized original issue discount and debt issuance costs

(1,~~337~~120)

(1,~~568~~193)

(1,~~645~~491)

Less: Short-term debt

(~~245~~150,000)

(~~319~~175,000)

(~~434~~270,000)

Long-term debt

398,~~663~~880

398,~~432~~807

398,~~355~~509

ABL Revolving Facility

On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $1.2 billion pursuant to that certain credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and the other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.

Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL Revolving Commitment or a borrowing base based on the value of certain inventory and accounts and credit card receivables, subject to specified advance rebates and reserves as set forth in the Credit Agreement. Indebtedness under the ABL Revolving Facility is secured by substantially all of the assets (other than real estate) of the Company and its subsidiaries, subject to customary exceptions. As amended, interest on the ABL Revolving Facility is calculated either at SOFR plus a range of 100 to 125 basis points or a base rate plus 0 to 25 basis points, based on excess availability. The Company will also pay an unused commitment fee of 20 basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one, three, or six months, as selected by the Company, or for such other period that is twelve months or less requested by the Company and consented to by the lenders and administrative agent.

The ABL Revolving Facility places certain restrictions (i.e., covenants) upon the Borrower’s, and its subsidiaries’, ability to, among other things, incur additional indebtedness, pay dividends, and make certain loans, investments, and divestitures. The ABL Revolving Facility contains customary events of default (including payment defaults, cross-defaults to certain of our other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL Revolving Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Revolving Facility.

As of ~~November~~May 23, ~~2024~~2025, there was $~~245~~150.0 million outstanding in loans under the ABL Revolving Facility and $1213.85 million in outstanding letters of credit. The interest rate on the ABL Revolving Facility was 5.7742% and unused capacity was $~~942~~1.20 ~~million~~billion. As of February 31, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, the interest rate on the ABL Revolving Facility was 65.4441% and 6.4341%, respectively.

First Lien Term Loan

On October 12, 2023, the Company entered into an amendment (the “Fourth Amendment”) to the First Lien Term Loan Credit Agreement, with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, and the lenders party thereto.

The Fourth Amendment, among other things, extended the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2027 to February 3, 2029. In addition, the Fourth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum.

Voluntary prepayments are permitted. Principal payments must be made on the First Lien Term Loan pursuant to an annual excess cash flow calculation when the net leverage ratio exceeds 3.50 to 1.00. As of November 2, 2024, the Company's net leverage ratio did not exceed 3.50 to 1.00, and therefore, no incremental principal payments were required. The First Lien Term Loan is subject to certain affirmative and negative covenants. It is secured on a senior basis by certain "fixed assets" of the Company and on a junior basis by certain "liquid" assets of the Company.

There was $400.0 million outstanding under the First Lien Term Loan as of each of November 2, 2024, February 3, 2024, and October 28, 2023. The interest rate on the First Lien Term Loan was 6.76%, 7.33%, and 7.35% at November 2, 2024, February 3, 2024, and October 28, 2023, respectively.

On November 4, 2024, the Company entered into an amendment (the "Fifth Amendment") to the First Lien Term Loan Credit Agreement, with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, and the lenders party thereto.

The Fifth Amendment, among other things, provided for a new tranche of term loans in an aggregate principal amount of $400.0 million, which refinanced and replaced in full the existing Tranche B term loans outstanding under the First Lien Term Loan Credit Agreement immediately prior to the effectiveness of the Fifth Amendment. In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum.

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Voluntary prepayments are permitted. Principal payments must be made on the First Lien Term Loan pursuant to an annual excess cash flow calculation when the net leverage ratio exceeds 3.50 to 1.00. As of May 3, 2025, the Company's net leverage ratio did not exceed 3.50 to 1.00, and therefore, no incremental principal payments were required. The First Lien Term Loan is subject to certain affirmative and negative covenants but no financial covenants. It is secured on a senior basis by certain "fixed assets" of the Company and on a junior basis by certain "liquid" assets of the Company.

There was $400.0 million outstanding under the First Lien Term Loan as of each of May 3, 2025, February 1, 2025, and May 4, 2024. The interest rate on the First Lien Term Loan was 6.07%, 6.08%, and 7.32% at May 3, 2025, February 1, 2025, and May 4, 2024, respectively.

5. Commitments and Contingencies

The Company is involved in various legal proceedings that are typical of a retail business. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable. The Company does not believe the resolution of any current proceedings will result in a material ~~loss~~impact to the ~~condensed~~ consolidated financial statements. Gain contingencies are recognized when they are realized or realizable.

6. Stock Incentive Plans

On June 13, 2018, the Company’s board of directors adopted, and its stockholders approved, the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Plan"). The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards.

The 2018 Plan authorizes the issuance of 13,148,058 shares. If an award under the 2018 Plan is forfeited, expires, or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration, or cash settlement, be used again for new grants under the 2018 Plan. Additionally, shares tendered or withheld to satisfy grant or exercise price, or tax withholding obligations associated with an award under the 2018 Plan will be added to the shares authorized for grant under the 2018 Plan. The following shares may not be used again for grant under the 2018 Plan: (1) shares subject to a stock appreciation right ("SAR") that are not issued in connection with the stock settlement of the SAR upon its exercise and (2) shares purchased on the open market with the cash proceeds from the exercise of options under the 2018 Plan. As of ~~November~~May 23, ~~2024~~2025, there were 4,~~516~~283,~~202~~687 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 (shares in thousands):

	Stock Options			Restricted Stock			Restricted Stock Units			Performance Stock
	Shares	Weighted-AverageExercisePrice		Shares	Weighted-AverageGrantDate FairValue		Shares	Weighted-AverageGrantDate FairValue		Shares(a)	Weighted-AverageGrantDate FairValue
Outstanding, February 3, 2024	1,655	$	20.53	621	$	67.35	22	$	62.13	677	$	58.84
Outstanding, February 1, 2025	821	$	19.14	291	$	73.78	368	$	75.43	628	$	69.53
Granted (b)	—	—		6—	~~85.21~~—		~~377~~245	75114.3288		~~432~~331	76114.6588
Forfeited/canceled	—	—		(173)	~~72.~~76.07		(87)	74.64		(1020)	7176.0736
Exercised/vested	(~~692~~299)	2216.3474		(~~316~~177)	6172.7808		(22115)	6274.1365		(~~471~~367)	4462.7469
Outstanding, November 2, 2024	963	$	19.23	294	$	73.38	369	$	75.34	628	$	69.53
Outstanding, May 3, 2025	522	$	20.52	111	$	75.38	491	$	95.27	572	$	84.78

(a) Shares outstanding reflect a 100% payout, however, the actual payout for the remaining performance stock awards granted in fiscal year 2021 is expected to be 200%., ~~Actual~~and the actual payout for ~~the~~ performance stock awards granted in ~~each~~fiscal year 2022, which vested in the first quarter of fiscal year ~~2022~~2025, ~~and~~was 177%. Actual payout for the performance stock awards granted in fiscal year 2023, which vest in fiscal year ~~2025 and~~ 2026, ~~respectively,~~ could be below 100% or up to 200%. Actual payout for the performance stock awards granted in each of fiscal ~~year~~years 2024 and 2025, which vest in fiscal ~~year~~years 2027 and 2028, respectively, could be below 100% or up to 300%.

(b) Includes ~~236~~165 incremental performance stock awards granted in fiscal ~~year~~years 2021 and 2022 with a weighted-average grant date fair value of $4462.7413, that vested in fiscal year ~~2024~~2025 at greater than 100% of target payout based on performance.

Stock-based compensation expense was $10.7 million and $9.4 million for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively, and $29.6 million and $29.0 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively.13

15Stock-based compensation expense was $10.7 million and $8.6 million for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

On June 14, 2018, the Company’s board of directors adopted, and its stockholders approved, the ESPP, which became effective July 1, 2018. The aggregate number of shares of common stock reserved for issuance under the ESPP is equal to the sum of (i) 973,014 shares and (ii) an annual increase on the first day of each calendar year beginning in 2019 and ending in 2028 equal to the lesser of (A) 486,507 shares, (B) 0.5% of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by the Company's board of directors. The amount of expense recognized related to the ESPP was $0.5 million and $0.4 million for the thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023, respectively, and $1.2 million and $1.1 million for the thirty-nine weeks ended November 2,~~ 2024 ~~and October 28~~, ~~2023,~~ respectively. As of ~~November~~May 23, ~~2024~~2025, there were 23,~~834~~272,~~406~~229 shares available for issuance under the ESPP.

7. Treasury Shares and Share Repurchase Program

Treasury Shares Acquired on Restricted Stock and Performance Stock Awards

The Company acquired 11310,~~331~~102 shares tofor ~~satisfy~~$35.1 ~~employees’~~million ~~tax~~and ~~withholding~~357,451 ~~obligations~~shares ~~upon~~for ~~the~~$26.7 ~~vesting~~million ~~of restricted stock and performance stock awards~~ in the thirteen weeks ended ~~November~~May 23, ~~2024,~~2025 ~~which~~and ~~was~~May 4, ~~recorded~~2024, ~~as $1.0 million of treasury stock. The Company acquired 11~~respectively,~~052 shares~~ to satisfy employees'’ tax withholding obligations upon the vesting of restricted stock ~~awards~~and inperformance ~~the thirteen~~stock ~~weeks ended October 28~~awards, ~~2023,~~ which was recorded as ~~$0.8 million of~~ treasury stock.

The Company acquired 369,327 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards in the thirty-nine weeks ended November 2, 2024, which was recorded as $27.7 million of treasury stock. The Company acquired 370,879 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock and performance stock awards in the thirty-nine weeks ended October 28, 2023, which was recorded as $28.1 million of treasury stock.

Share Repurchase Program

On November 16, 2021, the Company's board of directors approved a share repurchase program (the "2021 Repurchase Program") that ~~allows~~allowed the Company to repurchase up to $500.0 million of its outstanding common stock ~~from time to time as market conditions warrant~~. The 2021 Repurchase Program ~~expires~~expired in January 2025, with the Company utilizing the entire authorization of $500.0 million.

~~The~~On ~~Company~~November ~~repurchased 679~~18,~~499 shares~~ ~~for~~2024, ~~$58.2~~the ~~million~~Company's ~~and~~board ~~242,000~~of ~~shares~~directors ~~for~~approved a new share repurchase program (the "2024 Repurchase Program") that allows the Company to repurchase up to an additional $~~17.~~1.0 ~~million~~billion ~~during~~of ~~the~~its ~~thirteen~~outstanding ~~weeks~~common ~~ended November 2,~~stock ~~2024~~from ~~and~~time ~~October 28,~~to ~~2023,~~time ~~respectively~~as market conditions warrant. The ~~Company~~2024 ~~repurchased~~ Repurchase Program was effective on February 1,~~536,591 shares~~ ~~for~~2025 ~~$129~~and expires in January 2029.3 ~~million~~The timing and ~~1,161,162~~actual number of shares ~~for~~repurchased ~~$77.0~~will ~~million~~depend ~~during~~on ~~the~~a ~~thirty-nine~~variety ~~weeks~~of ~~ended November 2,~~factors ~~2024~~including ~~and~~price, ~~October 28~~corporate requirements, ~~2023~~market conditions, ~~respectively.~~and ~~The~~other ~~Company~~corporate ~~accounts~~liquidity ~~for~~requirements ~~treasury~~and ~~stock~~priorities. ~~under~~The Company initiated the ~~cost~~2024 ~~method~~Repurchase ~~based~~Program onto ~~the~~mitigate ~~fair~~potentially ~~market~~dilutive ~~value~~effects of ~~the~~stock ~~shares~~awards ongranted by the ~~dates~~Company, ofin ~~repurchase~~addition ~~plus~~to ~~any~~enhancing ~~direct~~shareholder ~~costs incurred~~value.

AsThe ofCompany repurchased ~~November~~55,000 shares for $6.2, million under the 2024 Repurchase Program and 405, 110 shares for $6130.02 million under the 2021 Repurchase Program during the thirteen weeks ended ~~remained~~May 3, ~~available~~2025 toand ~~purchase~~May 4, 2024, respectively. The Company accounts for treasury stock under the ~~2021~~cost ~~Repurchase~~method ~~Program~~based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred.

OnAs ~~November 18~~of May 3, ~~2024~~2025, ~~the Company's board of directors approved a new share repurchase program (the "2024 Repurchase Program") that allows the Company to repurchase up to an additional~~ $1993.08 ~~billion~~million remained ofavailable ~~its outstanding common stock from time~~ to ~~time~~purchase asunder market conditions warrant. The 2024 Repurchase Program expires in January 2029. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements, market conditions, and other corporate liquidity requirements and priorities. The Company initiated the 2024 Repurchase Program ~~to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value~~.

8. Income Taxes

The Company projects the estimated annual effective tax rate for fiscal year ~~2024~~2025 to be 28.10%, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate ~~from continuing operations~~ was 2822.2% and 2824.14% for the thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, respectively. ~~For~~The decrease in the ~~thirty-nine~~effective tax rate for the thirteen weeks ended ~~November~~May 23, ~~2024~~2025 ~~and~~compared ~~October~~to the thirteen weeks ended May 284, ~~2023,~~2024 ~~the~~was ~~Company's~~primarily ~~effective~~driven by higher excess tax ~~rate~~benefits from ~~continuing~~stock-based ~~operations~~compensation ~~was~~in ~~25.7%~~the ~~and~~current 29period.~~7%, respectively.~~

16The Company is subject to taxation in the U.S. federal and various state taxing jurisdictions. The Company’s tax years from 2021 forward remain open and subject to examination by the Internal Revenue Service and various state taxing authorities.

The increase in the effective tax rate for the thirteen weeks ended November 2, 2024 compared to the thirteen weeks ended October 28, 2023 was primarily driven by lower excess tax benefits from stock-based compensation in the current period. The decrease in the effective tax rate for the thirty-nine weeks ended November 2, 2024 compared to the thirty-nine weeks ended October 28, 2023 was primarily driven by higher tax benefits from stock-based compensation in the current period.14

The Company is subject to taxation in the U.S. federal and various state taxing jurisdictions. The Company’s tax years from 2019 forward remain open and subject to examination by the Internal Revenue Service and various state taxing authorities.

9. Fair Value Measurements

Certain assets and liabilities are required to be carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Financial Assets and Liabilities

The fair value of the Company's long-term debt is estimated based on current market rates for our specific debt instrument. Judgment is required to develop these estimates. As such, the estimated fair value of long-term debt is classified within Level 2, as defined under U.S. GAAP.

The gross carrying amount and fair value of the Company’s debt at ~~November~~May 23, ~~2024~~2025 are as follows (in thousands):

	Carrying Amount		Fair Value
ABL Revolving Facility	$	~~245~~150,000	$	~~245~~150,000
First Lien Term Loan	400,000		~~401~~400,~~332~~916
Total Debt	$	~~645~~550,000	$	~~646~~550,~~332~~916

The gross carrying amount and fair value of the Company’s debt at February 31, ~~2024~~2025 are as follows (in thousands):

	Carrying Amount		Fair Value
ABL Revolving Facility	$	~~319~~175,000	$	~~319~~175,000
First Lien Term Loan	400,000		~~401~~402,~~168~~500
Total Debt	$	~~719~~575,000	$	~~720~~577,~~168~~500

The gross carrying amount and fair value of the Company’s debt at ~~October~~May 284, ~~2023~~2024 are as follows (in thousands):

	Carrying Amount		Fair Value
ABL Revolving Facility	$	~~434~~270,000	$	~~434~~270,000
First Lien Term Loan	400,000		~~400~~402,~~252~~000
Total Debt	$	~~834~~670,000	$	~~834~~672,~~252~~000

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis.

The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, and accounts payable, approximate their fair values due to the short-term maturities of these instruments.

10. Earnings Per Share

The table below reconciles basic weighted-average shares of common stock outstanding to diluted weighted-average shares of common stock outstanding for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024 (in thousands):

Thirteen Weeks Ended

~~Thirty-nine Weeks Ended~~

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

May 3, 2025

May 4, 2024

Weighted-average shares of common stock outstanding, used for basic computation

~~132~~131,~~083~~569

~~133~~132,~~069~~397

~~132,304~~

~~133,232~~

Plus: Incremental shares of potentially dilutive securities

1,~~250~~180

1,~~915~~714

~~1,460~~

~~2,106~~

Weighted-average shares of common stock and dilutive potential shares of common stock outstanding

~~133~~132,~~333~~749

134,~~984~~111

~~133,764~~

~~135,338~~

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended

~~Thirty-nine Weeks Ended~~

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

May 3, 2025

May 4, 2024

Stock-based awards

—89

~~203~~328

~~112~~

~~207~~

1811. Segment Reporting

The Company’s operations are primarily retail club and other sales procured from clubs and distribution centers, representing one operating segment. All of the Company’s identifiable assets are located in the United States. The Company does not have significant sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented.

The chief operating decision maker ("CODM") is the Company’s chairman and chief executive officer. The CODM utilizes net income, as reported in the condensed consolidated statements of operations and comprehensive income, in evaluating performance of the retail operations segment and determining how to allocate resources of the Company as a whole, including investing in clubs, stockholder return programs, and other strategies. The CODM does not review assets when evaluating the results of the segment, and therefore, such information is not presented.

The following table provides the operating financial results of our reportable segment (in thousands):


	Thirteen Weeks Ended
	May 3, 2025		May 4, 2024
Total revenues	$	5,153,483	$	4,918,519
Less: significant and other segment expenses
Merchandise cost of sales (a)	3,363,785		3,158,913
Selling, general and administrative expenses (b)	765,854		722,635
Other segment expenses (c)	874,076		925,952
Net income	$	149,768	$	111,019


(a)			Merchandise cost of sales represents those expenses related to the sales of merchandise including inventory costs and distribution costs, and excludes costs related to gasoline and membership fee income.
(b)			Selling, general and administrative expenses is inclusive of pre-opening expenses, stock-based compensation, and other corporate expenses.
(c)			Other segment expenses primarily consists of other costs of revenues, including gas, as well as interest expense and income tax expense.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q should be considered forward-looking statements, including, without limitation, statements regarding our future results of operations and financial position, business strategy, transformation, strategic priorities and future progress, including expectations regarding deferred revenue, lease commencement dates, impact of infrastructure investments on our operating model and selling, general and administrative expenses, sales of gasoline and gross profit margin rates, share repurchases, and new club and gas station openings, as well as statements that include terms such as "may", "might", "will", "should", "expect", "plan", "anticipate", "could", "intend", "project", "believe", "estimate", "predict", "continue", "forecast", "would", or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

• uncertainties in the financial markets including, without limitation, as a result of disruptions and instability in the banking and financial services industries, wars and global political conflicts, and the effect of certain economic conditions or events on consumer and small business spending patterns and debt levels;

• risks related to our dependence on having a large and loyal membership;

• risks related to our membership fee increases;

• domestic and international economic conditions, including volatility in inflation or interest rates, supply chain disruptions, construction delays, tariffs, and exchange rates;

• our ability to procure the merchandise we sell at the best possible prices;

• the effects of competition in, and regulation of, the retail industry;

• our dependence on vendors to supply us with quality merchandise at the right time and at the right price;

• risks related to our indebtedness;

• changes in laws related to, or the governments administration of, the Supplemental Nutrition Assistance Program or its electronic benefit transfer systems;

• the risks and uncertainties related to the impact of any future pandemic, epidemic or outbreak of any other highly infectious disease on the U.S., regional and global economies and on our business, financial condition and results of operations;

• risks related to climate change and natural disasters, including hurricanes;

• our ability to identify and respond effectively to consumer trends, including our ability to successfully maintain a relevant ~~omnichannel~~digital experience for our members;

• risks related to cybersecurity, which may be heightened due to our e-commerce business, including our ability to protect the privacy of member or business information and the security of payment card information;

• risks relating to our ability to attract and retain a qualified management team and other team members;

• risks relating to our ability to implement our growth strategy by opening new clubs, and gasoline stations; and

• the other risk factors identified in our filings with the Securities and Exchange Commission (the "SEC"), including in particular those set forth under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended February 31, ~~2024~~2025 (the "Annual Report on Form 10-K for fiscal year ~~2023~~2024") and our other filings with the SEC.

Given these uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by applicable law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future, and you should not rely upon these forward-looking statements after the date of this Quarterly Report on Form 10-Q.

1917

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis is intended to promote an understanding of the results of operations and financial condition of the Company and is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for fiscal year ~~2023~~2024. The following discussion may contain forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report on Form 10-Q titled "Forward-Looking Statements" and in Part I. "Item 1A. Risk Factors" in our Annual Report on Form 10-K for fiscal year ~~2023~~2024 and subsequent filings with the SEC.

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to the last day of January. Accordingly, references herein to "fiscal year ~~2024~~2025" relate to the 52 weeks ending ~~February~~January 131, ~~2025~~2026, and references herein to "fiscal year ~~2023~~2024" relate to the 5352 weeks ended February 31, ~~2024~~2025. The ~~third~~first quarter of fiscal year ~~2024~~2025 ended on ~~November~~May 23, ~~2024~~2025, and the ~~third~~first quarter of fiscal year ~~2023~~2024 ended on ~~October~~May 284, ~~2023~~2024, and both ~~include~~included thirteen weeks.

Overview

BJ’s Wholesale Club is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States. We deliver significant value to our members, consistently offering up to 25% savings on a representative basket of manufacturer-branded groceries compared to traditional supermarket competitors. ~~The~~We ~~Company~~provide ~~provides~~ a curated assortment focused on groceries, fresh foods, general merchandise, gasoline, and other ancillary services to deliver a differentiated shopping experience that is further enhanced by our ~~omnichannel~~digital capabilities. Additionally, ~~the~~we ~~Company~~provide ~~provides~~ access to coupons and promotions to deliver further value to our members.

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to ~~247~~255 large-format, high volume warehouse clubs and ~~182~~190 gas stations spanning 2021 states as of the date of this filing. In our ~~core~~originating New England market, which has high population density and generates a disproportionate part of U.S. gross domestic product ("GDP"), we operate more than three times the number of clubs compared to the next largest warehouse club competitor. In addition to shopping in our clubs, members are able to shop when and how they want through our website, bjs.com, and our highly rated mobile app, which allows them to use our buy-online-pickup-in-club ("BOPIC") service, curbside delivery, same-day ~~home~~ delivery or traditional ship-to-home service, as well as through the DoorDash and Instacart marketplaces. We also offer Same-Day Select, which offers BJ’s members the ability to pay a one-time fee for either unlimited or twelve same-day ~~grocery~~ deliveries over a one-year period.

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee. We have over 7.5 million members paying annual fees to gain access to savings on groceries, general merchandise, services, and gasoline. The annual membership fee for our Club Card membership is generally $5560, and the annual membership fee for our Club+ membership, which offers additional value-enhancing features, is generally $120. Prior to January 1, 2025, the Club Card and Club+ membership fees were $55 and $110 per year, respectively. We believe that members can save over ten times their $5560 Club Card membership fee versus what they would otherwise pay at traditional supermarket competitors when they spend $2,500 or more per year at BJ’s on manufacturer-branded groceries. In addition to providing significant savings on a representative basket of manufacturer-branded groceries, we accept all manufacturer coupons and also carry our own exclusive brands that enable members to save on price without compromising on quality. Our two private label brands, Wellsley Farms® and Berkley Jensen®, represented approximately ~~$4.1~~26% ~~billion~~of inour ~~annual~~total net sales, excluding gasoline, for fiscal year ~~2023~~2024. Our customers recognize the relevance of our value proposition across economic environments, as demonstrated by over 25 consecutive years of membership fee income growth. Our membership fee income was $~~447~~465.95 million for the trailing twelve-months ended ~~November~~May 23, ~~2024~~2025.

We announced plans to increase our membership fee effective January 1, 2025. The Club Card membership fee will increase by $5 to $60 a year. The Club+ membership fee will increase by $10 to $120 a year. We believe that these membership fee increases will allow us to invest in an even stronger value proposition for our growing member base.

Our business is moderately seasonal in nature. Historically, our business has realized a slightly higher portion of net sales, operating income, and cash flows from operations in the second and fourth fiscal quarters, attributable primarily to the impact of the summer and year-end holiday season, respectively. Our quarterly results have been, and will continue to be, affected by the timing of new club openings and their associated pre-opening expenses. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.

2018

Factors Affecting Our Business

Overall economic trends

The overall economic environment and related changes in consumer behavior have a significant impact on our business. In general, positive conditions in the broader economy promote customer spending in our clubs, while economic weakness, which generally results in a reduction of customer spending, may have a different or more extreme effect on spending at our clubs. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include, among others, employment rates, changes to the Supplemental Nutrition Assistance Program (SNAP), government stimulus programs, tax legislation, business conditions, changes in the housing market, the availability of credit, interest rates and inflation, tariffs, tax rates, and fuel and energy costs. In addition, unemployment rates and benefits may cause us to experience higher labor costs.

Size and loyalty of membership base

The membership model is a critical element of our business. Members drive our results of operations through their membership fee income and their purchases. The majority of members renew within six months following their renewal date. Therefore, our renewal rate is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date. We have grown our membership fee income each year for over 25 consecutive years and the quality of our membership mix is strong as evidenced by our higher tier penetration growth in the first ~~thirty-nine~~thirteen weeks of fiscal year ~~2024~~2025. Our tenured membership renewal rate, a key indicator of membership engagement, satisfaction and loyalty, was 90% at the end of fiscal year ~~2023~~2024.

Effective sourcing and distribution of products and consumer demands

Our net sales and gross profit are affected by our ability to purchase our products in sufficient quantities at competitive prices. Further, our ability to maintain our appeal to existing customers and attract new customers primarily depends on our ability to originate, develop, and offer a compelling product assortment responsive to customer preferences. As a result, our level of net sales could be adversely affected due to constraints in our supply chain, including our inability to procure and stock sufficient quantities of some merchandise in a manner that is able to match market demand from our customers.

Infrastructure investment

Our historical operating results reflect the impact of our ongoing investments to support our growth. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that expanding our club footprint, bringing substantially all of our end-to-end perishable supply chain in-house, enhancing our information systems, including our distribution center and transportation management systems, and investing in hardware, software, and digitally enabled shopping capabilities for convenience, such as BOPIC, ~~ExpressPay,~~ curbside pickup, ~~and~~ same- day ~~home~~ delivery, ExpressPay, and a digital coupon gallery will enable us to replicate our profitable club format and provide a differentiated shopping experience. We expect these infrastructure investments to support our successful operating model across our club operations.

Gasoline prices

The market price of gasoline impacts our net sales and comparable club sales, and large fluctuations in the price of gasoline may produce a short-term impact on our margins. Retail gasoline prices are driven by daily crude oil and wholesale commodity market changes and are volatile, as they are influenced by factors that include changes in demand and supply of oil and refined products, global geopolitical events, regional market conditions, and supply interruptions caused by severe weather conditions. Typically, the change in crude oil prices impacts the purchase price of wholesale petroleum fuel products, which in turn impacts retail gasoline prices at the pump. During times when prices are particularly volatile, differences in pricing and procurement strategies between the Company and its competitors may lead to temporary margin contraction or expansion, depending on whether prices are rising or falling, and this impact could affect our overall results for a fiscal quarter.

In addition, the relative level of gasoline prices from period to period may lead to differences in our net sales between those periods. Further, because we generally attempt to maintain a fairly stable gross profit per gallon, this variance in net sales, which may be substantial, may or may not have a significant impact on our operating income.

2119

Inflation and deflation trends

Our financial results can be directly impacted by substantial changes in product costs due to commodity cost fluctuations or general inflation, disinflation, or deflation, which could lead to a reduction in our sales, as well as greater margin pressure, as costs may not be able to be passed on to consumers. Changes in commodity prices and changes in inflation rates have impacted several categories of our business and may continue to do so. Inflationary volatility can be attributed to macro economic factors including supply chain disruptions, government stimulus, interest rates, tariffs, and other factors. In response to general inflationary volatility, we seek to minimize the impact of such events by sourcing our merchandise from different vendors, changing our product mix or increasing our pricing when necessary.

Results of Operations

The following table summarizes key components of our results of operations for the periods indicated:

Statement of Operations Data	Thirteen Weeks Ended				~~Thirty-nine Weeks Ended~~
(dollars in thousands, except per share amounts)	~~November~~May 23, ~~2024~~2025		~~October~~May 284, ~~2023~~2024		~~November 2, 2024~~		~~October 28, 2023~~
Net sales	$	45,~~984~~033,~~385~~094	$	4,~~818~~807,~~670~~129	$	~~14,883,793~~	$	~~14,299,132~~
Membership fee income	~~114~~120,~~979~~389		~~106~~111,~~053~~390		~~339,485~~		~~312,273~~
Total revenues	5,~~099~~153,~~364~~483		4,~~924~~918,~~723~~519		~~15,223,278~~		~~14,611,405~~
Cost of sales	4,~~123~~183,~~888~~984		4,~~022~~035,~~243~~129		~~12,407,836~~		~~11,932,120~~
Selling, general and administrative expenses	~~733~~760,~~580~~880		~~697~~721,~~104~~771		~~2,205,674~~		~~2,081,392~~
Pre-opening expenses	124,~~513~~974		~~6,001~~864		~~15,955~~		~~11,479~~
Operating income	~~229~~203,~~383~~645		~~199~~160,~~375~~755		~~593,813~~		~~586,414~~
Interest expense, net	1211,~~593~~099		1813,~~004~~951		~~39,299~~		~~48,968~~
Income from continuing operations before income taxes	216,790		181,371		554,514		537,446
Income before income taxes	192,546		146,804
Provision for income taxes	6142,~~042~~778		5035,~~904~~785		~~142,759~~		~~159,666~~
Income from continuing operations	155,748		130,467		411,755		377,780
Net income	$	149,768	$	111,019
Income from discontinued operations, net of income taxes	—		—		—		89
Weighted-average shares outstanding—basic	131,569		132,397
Net income	$	155,748	$	130,467	$	411,755	$	377,869
Basic EPS(a)	$	1.14	$	0.84
Weighted-average shares outstanding—basic	132,083		133,069		132,304		133,232
Weighted-average shares outstanding—diluted	132,749		134,111
Basic EPS(a)	$	1.18	$	0.98	$	3.11	$	2.84
Diluted EPS(a)	$	1.13	$	0.83
Weighted-average shares outstanding—diluted	133,333		134,984		133,764		135,338
Diluted EPS(a)	$	1.17	$	0.97	$	3.08	$	2.79
Operational Data:
Total clubs at end of period	~~247~~255		~~238~~244		~~247~~		~~238~~
Comparable club sales (b)	1.56%		01.36%		~~2.0%~~		~~(1.2)%~~
Merchandise comparable club sales (b)	3.89%		(0.1)6%		~~2.3%~~		~~2.1%~~
Adjusted net income (b) (c)	$	157,254	$	135,538	$	416,994	$	384,688
Adjusted net income (b)	$	150,875	$	113,408
Adjusted EPS (b) (c)	1.18		1.00		3.12		2.84
Adjusted EPS (b)	1.14		0.85
Adjusted EBITDA (b) (d)	308,292		271,738		826,027		791,385
Adjusted EBITDA (b)	285,836		236,386
Net cash provided by operating activities	~~206~~208,~~757~~093		~~175~~200,~~031~~847		~~628,955~~		~~444,531~~
Adjusted free cash flow (b)	1867,~~824~~596		4795,~~642~~106		~~201,402~~		~~108,890~~

(a) Basic and diluted EPS are calculated using net income.

(b) See "Non-GAAP Financial Measures" and "Liquidity and Capital Resources" within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for definitions.

2220

(c) Adjusted net income for the thirteen and thirty-nine weeks ended October 28, 2023 has been recast to include adjustments for restructuring charges, and the corresponding tax impact, to conform to the current period presentation.

(d) Adjusted EBITDA for the thirteen and thirty-nine weeks ended October 28, 2023 has been recast to exclude adjustments for pre-opening expenses and non-cash rent expense to conform to the current period definition, and to include adjustments for restructuring charges to conform to the current period presentation.

Net Sales

Net sales are derived from direct retail sales to our customers, net of merchandise returns and discounts. Fluctuations in net sales are impacted by opening new clubs and gas stations and comparable club sales.

Net sales for the ~~third~~first quarter of fiscal year ~~2024~~2025 were $5.0 billion, a 3.4.7% increase from net sales reported for the ~~third~~first quarter of fiscal year ~~2023~~2024 of $4.8 billion.

~~Net~~The ~~sales~~increase ~~for~~was ~~the~~due ~~first~~primarily ~~nine~~to ~~months~~traffic ofand ~~fiscal~~unit ~~year~~growth, ~~2024~~particularly ~~were~~in ~~$14.9~~the ~~billion~~perishables, ~~a 4.1% increase~~grocery, ~~from~~and ~~net~~sundries ~~sales~~division, ~~reported~~as ~~for~~well ~~the~~as ~~first~~an ~~nine~~increase ~~months~~ of ~~fiscal~~11 clubs from the prior year ~~2023~~period, ofpartially ~~$14.3~~offset ~~billion~~by a decrease in gasoline sales.

The increase for both comparative periods was due primarily to traffic and unit growth, particularly in the perishables, grocery, and sundries division, an increase of nine clubs from the prior year period, as well as gasoline sales at our gas stations.

Comparable Club Sales and Merchandise Comparable Club Sales

We believe net sales is an important driver of our profitability, particularly comparable club sales. Comparable club sales, a key performance indicator, also known as same-store sales in the retail industry, includes all clubs that were open for at least 13 months at the beginning of the period and were in operation during the entirety of both periods being compared, including relocated clubs and expansions. Comparable club sales allow us to evaluate how our club base is performing by measuring the change in period-over-period net sales in clubs that have been open for the applicable period.

Various factors affect comparable club sales, including customer preferences and trends, product sourcing, promotional offerings and pricing, shopping frequency from new and existing members and the amount they spend on each visit, weather and holiday shopping period timing and length. Sales comparisons can be influenced by certain factors that are beyond our control such as changes in the cost of gasoline and macro-economic factors such as inflation. The higher comparable club sales, the more we can leverage certain of our selling, general and administrative ("SG&A") expenses, reducing them as a percentage of sales and enhancing profitability.

	Thirteen Weeks Ended		~~Thirty-nine Weeks Ended~~
	November 2, 2024		November 2, 2024
	May 3, 2025
Comparable club sales	1.5	%	2.0	%
Merchandise comparable club sales	3.9	%
Impact from gasoline sales	2.3	%	0.3	%
Less: impact from gasoline sales	(2.3)	%
Merchandise comparable club sales	3.8	%	2.3	%
Comparable club sales	1.6	%

Merchandise comparable club sales represents comparable club sales from all merchandise other than our gasoline operations for the applicable period. Merchandise comparable club sales increased 3.89% in the ~~third~~first quarter of fiscal year ~~2024~~2025 compared to the ~~third~~first quarter of fiscal year ~~2023~~2024, primarily driven by increased sales ofin the perishables, ~~with~~grocery, ~~sales of general merchandise~~ and ~~services~~sundries ~~remaining relatively flat. Additionally~~division, wepartially ~~estimate~~offset ~~that an increase in sales, temporarily driven~~ by a ~~port~~slight ~~strike~~decline ~~and~~in ~~recent~~sales ~~hurricanes, had a favorable impact~~ of ~~slightly~~general ~~less~~merchandise ~~than~~and ~~one~~services ~~percentage~~compared ~~point~~to onthe ~~its~~prior ~~third~~year ~~quarter sales~~period.

In the perishables, grocery, and sundries division, growth was led by fresh ~~produce,~~meat ~~dairy, fresh beef~~ and ~~poultry~~produce, ~~beverages~~dairy, candy, snacks, nutrition, ~~vitamins, packaged goods,~~ household cleaning, and paper categories when compared to the ~~third~~first quarter of fiscal year ~~2023~~2024, slightly offset by decreased demand for alcohol.

General merchandise and services ~~remained~~declined ~~flat~~ in the ~~third~~first quarter of fiscal year ~~2024~~2025 compared to the ~~third~~first quarter of fiscal year ~~2023,~~2024 ~~with~~due ~~the~~primarily ~~continued~~to ~~strength~~decreases in large ticket discretionary items in home and seasonal categories, partially offset by ~~decreased~~increases ~~sales~~ in ~~apparel~~consumer electronics, toys, and ~~electronics~~apparel.

23The impact of gasoline sales is a result of a decrease in retail prices year over year, partially offset by an increase in comparable gallons sold in the first quarter of fiscal 2025 as compared to the first quarter of fiscal year 2024.

The impact of gasoline sales is a result of a decrease in retail prices year over year, partially offset by an increase in comparable gallons sold in the third quarter of fiscal 2024 as compared to the third quarter of fiscal year 2023.

Merchandise comparable club sales increased by 2.3% in the first nine months of fiscal year 2024 compared to the first nine months of fiscal year 2023 driven by increased sales of groceries, partially offset by decreased sales of general merchandise and services.

In the perishables, grocery, and sundries division, growth was led by fresh produce, dairy, nutrition, beverages, fresh beef, and paper categories when compared to the first nine months of fiscal year 2023, partially offset by a decrease in sales of candy, snacks, and alcohol.

General merchandise and services decreased in the first nine months of fiscal 2024 as compared to the first nine months of fiscal year 2023, primarily driven by the impact of our co-brand credit card economics as we cycled past the anniversary of the rebranded program launch in the first quarter of fiscal year 2023, as well as lower consumer spending in certain seasonal categories.

The impact of gasoline sales is a result of a decrease in retail prices year over year, partially offset by an increase in comparable gallons sold in the first nine months of fiscal 2024 as compared to the first nine months of fiscal year 2023.

Membership fee income

Membership fee income was $~~115~~120.04 million in the ~~third~~first quarter of fiscal year ~~2024~~2025 compared to $~~106~~111.14 million in the ~~third~~first quarter of fiscal year ~~2023~~2024, an 8.41% increase. The increase was primarily driven by strength in membership acquisition, retention and higher tier membership penetration across both new and existing clubs, as well as the increase in annual membership fees which became effective in January 2025. We anticipate the annual membership fee increase will positively impact membership fee income for the remainder of fiscal 2025.

~~Membership fee income was $339.5 million in the first nine months of fiscal year 2024 compared to $312.3 million in the first nine months of fiscal year 2023, an 8.7% increase.~~21

The increase for both comparative periods was primarily driven by strength in membership acquisition and retention across both new and existing clubs. We continued to add new members from our four new club openings in fiscal year 2024 as well as the five new clubs that opened in the fourth quarter of fiscal year 2023. As noted above, we announced an increase in membership fees effective January 1, 2025 which we anticipate will positively impact membership fee income in fiscal year 2025.

Cost of sales

Cost of sales consists primarily of the direct cost of merchandise and gasoline sold at our clubs, including costs associated with operating our distribution centers, including payroll, payroll benefits, occupancy costs, and depreciation; freight expenses associated with moving merchandise from vendors to our distribution centers and from distribution centers to our clubs; and vendor allowances, rebates, and cash discounts.

Cost of sales was $4.12 billion, or 8283.71% of net sales, in the ~~third~~first quarter of fiscal year ~~2024~~2025 compared to $4.0 billion, or 83.59% of net sales, in the ~~third~~first quarter of fiscal year ~~2023~~2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 2030 basis points compared to the prior year period,. ~~primarily~~The ~~driven~~Company bycontinues to manage the ~~continued~~business ~~execution~~to ofdrive ~~our~~profitable ~~long-term~~growth ~~initiatives~~across ~~and~~the ~~improved~~broader ~~cost~~merchandise ~~management~~assortment.

Cost of sales was $12.4 billion, or 83.4% of net sales, in the first nine months of fiscal year 2024 compared to $11.9 billion, or 83.4% of net sales, in the first nine months of fiscal year 2023. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, remained flat compared to the first nine months of fiscal year 2023.

Selling, general and administrative expenses

SG&A consists of various expenses related to supporting and facilitating the sale of merchandise in our clubs, including the following: payroll and payroll benefits for team members; rent, depreciation, and other occupancy costs for retail and corporate locations; share-based compensation, advertising expenses; tender costs, including credit and debit card fees; amortization of intangible assets; and consulting, legal, insurance, restructuring charges, and other professional services expenses.

24SG&A includes both fixed and variable components and, therefore, is not directly correlated with net sales. We expect that our SG&A will increase in future periods due to investments to drive comparable club sales growth and our expanding footprint as we open new clubs and distribution centers. In addition, any future increases in wages or stock-based grants or modifications will increase our SG&A.

SG&A ~~includes~~increased ~~both~~by ~~fixed~~5.4% to ~~and~~$760.9 ~~variable~~million ~~components~~in ~~and,~~the ~~therefore,~~first isquarter ~~not~~of ~~directly~~fiscal ~~correlated~~year ~~with~~2025 ~~net~~from ~~sales~~$721.8 Wemillion ~~expect~~in ~~that~~the ~~our~~first ~~SG&A~~quarter ~~will~~of ~~increase~~fiscal inyear ~~future~~2024. ~~periods~~The ~~due~~increase toin ~~investments~~SG&A towas ~~drive~~primarily ~~comparable~~driven ~~club~~by ~~sales~~increased ~~growth~~labor and ~~our~~occupancy ~~expanding~~costs ~~footprint~~ as wea ~~open~~result of new ~~clubs.~~club Inand ~~addition,~~gas ~~any~~station ~~future~~openings. ~~increases~~Additionally, an increase in ~~wages~~the ornumber ~~stock-based~~of ~~grants~~owned orclubs ~~modifications~~has ~~will~~resulted ~~increase~~in ~~our~~increased ~~SG&A~~depreciation expense year-over-year.

~~SG&A~~We ~~increased~~remain byfocused ~~5.2% to~~on ~~$733.6~~investing ~~million~~ in ~~the~~member ~~third~~engagement, ~~quarter~~marketing, ofand ~~fiscal~~digital ~~year 2024 from $697~~strategies.~~1 million in the third quarter of fiscal year 2023.~~

SG&A increased by 6.0% to $2.2 billion in the first nine months of fiscal year 2024 from $2.1 billion in the first nine months of fiscal year 2023.

The increase in SG&A for both comparative periods was primarily driven by increased labor and occupancy costs as a result of new club and gas station openings in addition to other investments to drive strategic priorities, such as the restructuring of certain corporate functions, and an increase in accrued incentive compensation. Additionally, an increase in the number of owned clubs has resulted in increased depreciation expense. The increases in SG&A were partially offset by the favorable net impact of legal settlements reached of approximately $20 million during the third quarter of fiscal year 2024. We remain focused on investing in member engagement, marketing and digital strategies.

Pre-opening expenses

Pre-opening expenses include startup costs for new clubs and distribution centers and costs for relocated clubs. Expenses will vary based on the number of club openings, geography of the club, whether the club is owned or leased, and timing of the opening relative to our period end.

Pre-opening expenses were $~~12.~~5.0 million in the ~~third~~first quarter of fiscal year ~~2024~~2025 compared to $6.0.9 million in the ~~third~~first quarter of fiscal year ~~2023~~2024. Pre-opening expenses fluctuated due to timing of spend and the number of club openings year-over-year.

Pre-opening expenses were $16.0 million in the first nine months of fiscal year 2024 compared to $11.5 million in the first nine months of fiscal year 2023.

Pre-opening expenses fluctuated due to timing of spend and the number of club openings year-over-year for both comparative periods.

Interest expense, net

Interest expense, net was $1211.61 million in the ~~third~~first quarter of fiscal year ~~2024~~2025 compared to $1814.0 million in the ~~third~~first quarter of fiscal year ~~2023~~2024.

~~Interest~~The ~~expense,~~decrease ~~net~~ was ~~$39.3~~primarily ~~million~~due into ~~the~~a ~~first~~reduction ~~nine~~in ~~months~~outstanding ofborrowings ~~fiscal~~as ~~year~~well ~~2024~~as ~~compared~~fluctuations ~~to $49.0 million~~ in ~~the~~interest ~~first~~rates ~~nine months of fiscal~~ year ~~2023~~-over-year.

The decrease for both comparative periods was primarily due to a reduction in outstanding borrowings, fluctuations in interest rates year-over-year, and a decrease in debt extinguishment charges as the third quarter of fiscal year 2023 included charges related to the Fourth Amendment of the First Lien Term Loan.

Provision for income taxes

The effective income tax rate ~~from continuing operations~~ was 2822.2% and 2824.14% for the ~~third~~first quarter of fiscal years ~~2024~~2025 and ~~2023~~2024, respectively. The ~~increase~~decrease in the effective income tax rate was primarily driven by ~~lower~~higher tax benefits from stock-based compensation in the current year period.

The effective income tax rate from continuing operations was 25.7% and 29.7% for the first nine months of fiscal years 2024 and 2023, respectively. The decrease in the effective income tax rate was primarily driven by higher tax benefits from stock-based compensation in the current year period.22

Non-GAAP Financial Measures

The accompanying Condensed Consolidated Financial Statements, including the related notes, are presented in accordance with GAAP. In addition to relevant GAAP measures we also provide non-GAAP measures, including adjusted net income, adjusted net income per diluted share ("adjusted EPS"), adjusted EBITDA, adjusted free cash flow, and other key performance indicators, including comparable club sales, because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. These non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, adjusted net income, adjusted EPS, adjusted EBITDA, adjusted free cash flow, and comparable club sales may not be comparable to similarly titled measures used by other companies in our industry or across different industries. See Results of Operations above for our comparable club sales and merchandise comparable club sales results. Adjusted free cash flow is discussed within the Liquidity and Capital Resources section below.

Adjusted Net Income and Adjusted EPS

The adjusted net income and adjusted EPS metrics are important measures used by management to compare the performance of core operating results between periods. We define adjusted net income as net income as reported, adjusted for non-recurring, infrequent, or unusual charges, including restructuring charges, and other adjustments that the Company believes appropriate, net of the tax impact of such adjustments. We define adjusted EPS as adjusted net income divided by the weighted-average diluted shares outstanding.

We believe adjusted net income and adjusted EPS are useful metrics to investors and analysts because they present more accurate year-over-year comparisons for our net income and net income per diluted share because adjusted items are not the result of our normal operations. We also use adjusted EPS in connection with establishing long-term incentive compensation.

	Thirteen Weeks Ended				~~Thirty-nine Weeks Ended~~
(in thousands, except per share amounts)	~~November~~May 23, ~~2024~~2025		~~October~~May 284, ~~2023~~2024		~~November 2, 2024~~		~~October 28, 2023~~
Net income as reported	$	~~155~~149,~~748~~768	$	~~130~~111,~~467~~019	$	~~411,755~~	$	~~377,869~~
Adjustments:
Charges related to debt (a)	—		1,830		—		1,830
Restructuring (a)	1,537		3,307
Restructuring (b)	2,091		5,213		7,276		8,427
Tax impact of adjustments to net income (b)	(430)		(918)
Other adjustments (c)	—		—		—		(786)
Adjusted net income	$	150,875	$	113,408
Tax impact of adjustments to net income (d)	(585)		(1,972)		(2,037)		(2,652)
Weighted-average diluted shares outstanding	132,749		134,111
Adjusted net income (e)	$	157,254	$	135,538	$	416,994	$	384,688
Adjusted EPS (c)	$	1.14	$	0.85
Weighted-average diluted shares outstanding	133,333		134,984		133,764		135,338
Adjusted EPS (e) (f)	$	1.18	$	1.00	$	3.12	$	2.84

(a)Represents ~~the~~charges ~~expensing~~related ofto ~~fees~~the ~~and~~restructuring ~~deferred~~of ~~fees~~certain ~~and~~corporate ~~original~~functions, ~~issue~~including ~~discount~~costs ~~associated~~for ~~with~~severance, ~~the~~retention, ~~amendment~~outplacement, ofconsulting ~~the~~fees, ~~senior~~and ~~secured~~other ~~first~~third-party ~~lien term loan in fiscal 2023~~fees.

(b)Represents ~~charges related to~~ the ~~restructuring~~tax effect of ~~certain~~the ~~corporate~~above ~~functions,~~adjustments ~~including~~at ~~costs~~a ~~for~~statutory ~~severance,~~tax ~~retention,~~rate ~~outplacement,~~of ~~consulting~~approximately ~~fees, and other third-party fees~~28%.

(c)~~Other~~Adjusted ~~non-cash~~EPS ~~items~~is ~~related~~measured tousing ~~the reclassification into earnings of accumulated other comprehensive income / loss associated with the de~~weighted-~~designation~~average ofdiluted ~~hedge~~shares ~~accounting and other adjustments~~outstanding.

(d)Represents the tax effect of the above adjustments at a statutory tax rate of approximately 28%.

(e)Adjusted net income for the thirteen and thirty-nine weeks ended October 28, 2023 has been recast to include adjustments for restructuring charges, and the corresponding tax impact, to conform to the current period presentation.

(f)Adjusted EPS is measured using weighted-average diluted shares outstanding.

Adjusted EBITDA

Adjusted EBITDA is defined as net income ~~from continuing operations~~ before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense, restructuring, and other adjustments.

We believe that adjusted EBITDA is helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We use adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies; to make budgeting decisions; and to compare our performance against that of other peer companies using similar measures. We also use adjusted EBITDA in connection with establishing annual incentive compensation.

~~The following is a reconciliation of our income from continuing operations to adjusted EBITDA and adjusted EBITDA as a percentage of net sales for the periods presented:~~23

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
(in thousands)	November 2, 2024			October 28, 2023			November 2, 2024			October 28, 2023
Income from continuing operations	$	155,748		$	130,467		$	411,755		$	377,780
Interest expense, net	12,593			18,004			39,299			48,968
Provision for income taxes	61,042			50,904			142,759			159,666
Depreciation and amortization	65,679			57,406			194,238			166,421
Stock-based compensation expense	10,714			9,380			29,640			29,011
Restructuring (a)	2,091			5,213			7,276			8,427
Other adjustments (b)	425			364			1,060			1,112
Adjusted EBITDA (c)	$	308,292		$	271,738		$	826,027		$	791,385
Adjusted EBITDA as a percentage of net sales	6.2		%	5.6		%	5.5		%	5.5		%

The following is a reconciliation of our net income to adjusted EBITDA for the periods presented:

(a) Represents charges related to the restructuring of certain corporate functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees. Adjusted EBITDA for the thirteen and thirty-nine weeks ended October 28, 2023 has been recast to include adjustments for restructuring charges to conform to the current period presentation.


	Thirteen Weeks Ended
(in thousands)	May 3, 2025		May 4, 2024
Net income	$	149,768	$	111,019
Interest expense, net	11,099		13,951
Provision for income taxes	42,778		35,785
Depreciation and amortization	69,665		63,422
Stock-based compensation expense	10,654		8,590




Restructuring (a)	1,537		3,307
Other adjustments (b)	335		312
Adjusted EBITDA	$	285,836	$	236,386

(a) Represents charges related to the restructuring of certain corporate functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees.

(b) Other non-cash items, including non-cash accretion on asset retirement obligations and obligations associated with our post-retirement medical plan.

(c) Adjusted EBITDA for the thirteen and thirty-nine weeks ended October 28, 2023 has been recast to exclude adjustments for pre-opening expenses and non-cash rent to conform to the current period definition.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of ~~November~~May 23, ~~2024~~2025, cash and cash equivalents totaled $3339.95 million and we had $~~942~~1.20 ~~million~~billion of unused capacity under our ABL Revolving Facility. Our principal liquidity needs for the next twelve months and beyond are to fund normal recurring operational expenses and anticipated capital expenditures, fund share repurchases, and meet debt service and principal repayment obligations. We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under our ABL Revolving Facility, will be sufficient to finance our operations for at least the next twelve months.

In the first ~~nine~~three months of fiscal year ~~2024~~2025, we repurchased 155,~~536,591~~000 shares under the ~~2021~~2024 Repurchase Program for a total purchase price of $~~129~~6.32 million, inclusive of associated costs.

We do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have, a current or future material effect on our results of operations or financial position. We do, however, enter into letters of credit and purchase obligations in the normal course of our operations.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table:

Thirty-nine Weeks Ended

Thirteen Weeks Ended

(in thousands)

~~November~~May 23, ~~2024~~2025

~~October~~May 284, ~~2023~~2024

Net cash provided by operating activities

~~628~~208,~~955~~093

~~444~~200,~~531~~847

Net cash used in investing activities

(~~427~~142,~~553~~291)

(~~335~~105,~~641~~741)

Net cash used in financing activities

(~~203~~54,~~578~~590)

(~~109~~96,~~254~~061)

Net decrease in cash and cash equivalents

(2,176)

(364)

Net increase (decrease) in cash and cash equivalents

11,212

(955)

Net Operating Cash Flows

Net cash provided by operating activities was $~~629~~208.01 million for the first ~~nine~~three months of fiscal year ~~2024~~2025 compared to $~~444~~200.58 million for the first ~~nine~~three months of fiscal year ~~2023~~2024. The ~~$184.4 million~~ increase was primarily due to ~~fluctuations~~a ~~in working capital, including~~ $~~113~~38.97 million ~~related~~increase toin ~~accounts~~net ~~payable~~income, asinclusive ~~a result~~ of ~~timing~~a ~~of inventory receipts and vendor payments;~~ $~~51.~~6.2 million ~~related~~increase ~~to accrued expenses, primarily driven by the change~~ in ~~accrued~~depreciation ~~incentive~~and ~~compensation~~amortization asand a ~~result~~net ofdecrease ~~differences~~ in ~~the~~deferred ~~expected~~income ~~achievement~~tax ~~from~~provision ~~period-to-period;~~of $186.13 million. ~~related~~Also contributing to ~~merchandise~~the ~~inventories,~~increase ~~primarily~~in ~~driven~~net byoperating ~~changes~~cash inflows ~~inventory~~were ~~levels~~fluctuations in ~~our~~working ~~perishables~~capital, ~~grocery,~~including ~~and sundries divisions; partially offset by~~ $5636.2 million related to accounts receivable due to timing of vendor and customer cash receipts.; ~~Also contributing to the increase in net operating cash flows was an~~ $3320.94 million ~~increase~~related into ~~net~~merchandise ~~income~~inventories, ~~inclusive~~primarily ofdriven aby ~~$27.8~~changes ~~million increase~~ in ~~depreciation~~inventory ~~and~~levels ~~amortization and a net decrease~~ in ~~deferred~~our ~~income~~perishables, ~~tax~~grocery, ~~provisions~~and ofsundries ~~$22.3~~divisions; ~~million.~~

offset by $79.2 million related to accounts payable as a result of timing of inventory receipts and vendor payments, as well as $27.3 million of lease-related activity primarily due to an increase in prepaid rent based on the timing of quarter-end.

Our net cash from operating activities can fluctuate from period to period due to several factors, including: the timing and mix of sales, which are typically higher in the second and fourth quarters due to seasonality; the timing of inventory purchases as the Company prepares for holiday seasons; lease-related activity; and income tax and other payments.

Net Investing Cash Flows

Net cash used in investing activities was $~~427~~142.63 million for the first ~~nine~~three months of fiscal year ~~2024,~~2025 compared to $~~335~~105.67 million for the first ~~nine~~three months of fiscal year ~~2023~~2024. This fluctuation is primarily driven by an increase in capital spending of $7934.68 million ~~primarily~~as ~~due~~we continue to anexecute ~~increase~~on inour ~~the~~growth ~~number~~strategy with new clubs ~~under~~in ~~construction~~our pipeline.

Net Financing Cash Flows

Net cash used in financing activities for the first ~~nine~~three months of fiscal year ~~2024~~2025 was $~~203~~54.6 million, compared to $~~109~~96.31 million for the first ~~nine~~three months of fiscal year ~~2023~~2024. The ~~increase~~decrease in cash used is primarily due to a $~~103~~24.0 million ~~increase~~decrease in net payments on our ABL Revolving Facility, asand ~~well~~a ~~as an increased outflow of~~ $5616.20 million ~~for~~decrease in the acquisition of treasury stock compared to the prior year period~~; partially offset by a $50~~.~~0 million net decrease in principal payments on our First Lien Term Loan, and by an increase in net cash received from stock option exercises of $13.1 million.~~

Adjusted Free Cash Flow

We present adjusted free cash flow because we ~~use it to report to our board of directors and we~~ believe it assists investors and analysts in evaluating our liquidity. Adjusted free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure. We define adjusted free cash flow as net cash provided by operating activities less additions to property and equipment, net of disposals, plus proceeds from sale-leaseback transactions.

The following is a reconciliation of our net cash provided by operating activities to adjusted free cash flow for the periods presented:


	Thirteen Weeks Ended
(in thousands)	May 3, 2025		May 4, 2024
Net cash provided by operating activities	$	208,093	$	200,847
Less: Additions to property and equipment, net of disposals	(140,497)		(105,741)
Plus: Proceeds from sale-leaseback transactions	—		—
Adjusted free cash flow	$	67,596	$	95,106

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
(in thousands)	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net cash provided by operating activities	$	206,757	$	175,031	$	628,955	$	444,531
Less: Additions to property and equipment, net of disposals	(187,933)		(133,711)		(427,553)		(347,951)
Plus: Proceeds from sale-leaseback transactions	—		6,322		—		12,310
Adjusted free cash flow	$	18,824	$	47,642	$	201,402	$	108,890

Adjusted free cash flow decreased to $67.6 million for the first quarter of fiscal year 2025 compared to $95.1 million for the first quarter of fiscal year 2024. This decrease in adjusted free cash flow is primarily the result of an increase in capital spending, partially offset by higher cash flows from operating activities primarily due to higher net income.

Adjusted free cash flow decreased to $18.8 million for the third quarter of fiscal year 2024 compared to $47.6 million for the third quarter of fiscal year 2023. This decrease in adjusted free cash flow is primarily the result of an increase in capital spending, partially offset by higher cash flows from operating activities due to favorable fluctuations in working capital and higher net income. Adjusted free cash flow increased to $201.4 million for the first nine months of fiscal year 2024 compared to $108.9 million for the first nine months of fiscal year 2023. This increase is primarily the result of higher cash flows from operating activities due to favorable fluctuations in working capital and higher net income, partially offset by an increase in capital spending.

Debt and Borrowing Capacity

Our primary ~~sources~~source of borrowing capacity ~~are~~is the ABL Revolving Facility ~~and the First Lien Term Loan~~, which ~~are~~is further discussed in Note 4, "Debt and Credit Arrangements," included in this Quarterly Report on Form 10-Q.

On July 28, 2022, we entered into the ABL Revolving Facility with an aggregate ABL Revolving Commitment of $1.2 billion pursuant to that certain credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.

On ~~October~~November 124, ~~2023~~2024, we ~~amended~~entered into the Fifth Amendment of the First Lien Term Loan towith ~~extend~~Nomura ~~the~~Corporate ~~maturity~~Funding ~~date~~Americas, ~~from February 3~~LLC, ~~2027~~as toadministrative ~~February 3,~~agent ~~2029~~ and ~~reduce~~collateral ~~applicable~~agent, ~~margin~~and ~~in respect of~~ the ~~interest~~lenders ~~rate,~~party ~~effective immediately, from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum~~thereto.

AtThe ~~November 2~~Fifth Amendment, ~~2024~~among other things, ~~there~~provided ~~was~~for a new tranche of term loans in an aggregate principal amount of $~~245~~400.0 million, ~~outstanding~~which refinanced and replaced in full the existing Tranche B term loans outstanding under the ~~ABL~~First ~~Revolving~~Lien ~~Facility~~Term ~~and~~Loan ~~$12.8~~Credit ~~million~~Agreement inimmediately ~~outstanding~~prior ~~letters~~to the effectiveness of ~~credit~~the Fifth Amendment. ~~The~~In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate onfrom ~~the~~SOFR ~~revolving~~plus ~~credit~~200 ~~facility~~basis ~~was~~points ~~5.77%~~per ~~and~~annum ~~unused~~to ~~capacity~~SOFR ~~was~~plus ~~$942~~175 basis points per annum.2 ~~million~~The maturity date of the First Lien Term Loan is February 3, 2029.

~~At November 2, 2024, the interest rate for the First Lien Term Loan was 6.76% and there was $400.0 million outstanding.~~ 25

OnAt ~~November 4~~May 3, ~~2024~~2025, wethere ~~entered~~was ~~into~~$150.0 million outstanding in loans under the ~~Fifth~~ABL ~~Amendment~~Revolving ~~with~~Facility ~~Nomura~~and ~~Corporate~~$13.5 ~~Funding~~million ~~Americas,~~in ~~LLC,~~outstanding asletters ~~administrative~~of ~~agent~~credit. ~~and~~The ~~collateral~~interest ~~agent,~~rate ~~and~~on the ~~lenders~~revolving ~~party~~credit ~~thereto~~facility was 5.42% and unused capacity was $1.0 billion.

~~The~~At ~~Fifth Amendment~~May 3, ~~among other things~~2025, ~~provided for a new tranche of term loans in an aggregate principal amount of $400.0 million, which refinanced and replaced in full~~ the ~~existing~~interest ~~Tranche~~rate Bfor ~~term loans outstanding under~~ the First Lien Term Loan ~~Credit~~was 6.07% and ~~Agreement~~there ~~immediately prior to the effectiveness of the Fifth Amendment~~was $400.0 ~~In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum~~million outstanding.

Material Cash Commitments

Our material cash commitments consist primarily of debt obligations, interest payments, leases, and purchase orders for merchandise inventory, agreements for capital items, gasoline, products and services used in our business, information technology, ~~and~~ executive employment, and other agreements. These material cash commitments impact our short-term and long-term liquidity and capital needs. As of ~~November~~May 23, ~~2024~~2025, other than those items related to the ordinary course of operations of our business such as inventory purchases, agreements for capital items, and new leases and lease amendments, there were no material changes to our material cash commitments from those described in our Annual Report on Form 10-K for fiscal year ~~2023~~2024.

Critical Accounting Policies and Use of Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. There were no material changes in critical accounting policies and estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7., "Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates," in our Annual Report on Form 10-K for fiscal year ~~2023~~2024 for a complete list of our Critical Accounting Policies and Estimates.

Recent Accounting Pronouncements

Our accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year ~~2023~~2024. There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements.

Refer to "Note 2. Summary of Significant Accounting Policies" included in this Quarterly Report on Form 10-Q for additional information regarding recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The primary market risk we are exposed to is interest rate risk and changes in rates will impact our net interest expense and our cash flow from operations. Substantially all of our borrowings carry variable interest rates, and we expect that some of our future outstanding debt will have variable interest rates. Accordingly, we seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs and may use interest rate caps and/or swap agreements in the future to manage our interest rate risks relating to such variable rate debt. Increases in interest rates can result in increased interest expense under our variable rate debt as well as when any of our fixed rate debt matures and needs to be refinanced and an increase in interest rates could have a material impact on our cash flow.

As of ~~November~~May 23, ~~2024~~2025, our total debt outstanding was $~~645~~550.0 million, which included $~~245~~150.0 million under our ABL Revolving Facility and $400.0 million under our First Lien Term Loan at interest rates of 5.7742% and 6.7607%, respectively. See “Note 4. Debt and Credit Arrangements” of our condensed consolidated financial statements included in in this Quarterly Report on Form 10-Q for additional information. A 100 basis point change in prevailing market rates would cause annual interest costs to change by approximately $65.5 million.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~November~~May 23, ~~2024~~2025.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15 or 15d-15 of the Exchange Act during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various litigation, claims and other proceedings that arise from time to time in the ordinary course of business. We believe these actions are routine and incidental to the business. While the outcome of these actions cannot be predicted with certainty, we do not believe that any will have a material adverse impact on our business, financial condition or results of operations.

Item 1A. Risk Factors.

There have been no material changes to the risk factors relating to the Company set forth under the caption "Item 1A. Risk Factors" in our Annual Report on Form 10-K for fiscal year ~~2023~~2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information regarding our purchases of shares of our common stock during the ~~third~~first quarter of fiscal year ~~2024~~2025.

Period	Total Number of SharesPurchased (a)	Average Price Paid per Share(b)		Total Number of SharesPurchased as Part of PubliclyAnnounced Plans orPrograms	Approximate Dollar Valueof Shares that May Yet BePurchased Under the Plans orPrograms (c)(in thousands)
August 4, 2024 to August 31, 2024	320,000	84.00		320,000	$	91,791
February 2, 2025 to March 1, 2025	36,619	$	99.62	—	$	1,000,000
September 1, 2024 to October 5, 2024	60,835	$	78.88	60,000	87,061
March 2, 2025 to April 5, 2025	327,321	114.62		55,000	993,765
October 6, 2024 to November 2, 2024	309,995	$	86.91	299,499	61,017
April 6, 2025 to May 3, 2025	1,162	117.57		—	993,765
Total	~~690~~365,~~830~~102			~~679~~55,~~499~~000

(a)Includes ~~835~~36,619 shares of common stock for the period ~~September~~February 2, 2025 to March 1, ~~2024~~2025, 272,321 shares of common stock for the period March 2, 2025 to ~~October~~April 5, ~~2024~~2025, and 101,~~496~~162 shares of common stock for the period ~~October~~April 6, ~~2024~~2025 to ~~November~~May 23, ~~2024~~2025 surrendered to the Company by employees to satisfy their tax withholding obligations in connection with the vesting of restricted stock and performance stock awards. See Note 7 "Treasury Shares and Share Repurchase Programs" of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

(b)Excludes the impact of excise tax imposed on share repurchases pursuant to the Inflation Reduction Act.

(c)On November 18, ~~2021~~2024, the Company ~~announced that on November 16, 2021, the Company'~~’s board of directors approved the ~~2021~~2024 ~~Repurchase~~Share ~~Program, that allows the Company to repurchase up to $500.0 million of its outstanding common stock. The 2021~~ Repurchase Program ~~expires in January 2025~~. ~~On November 18, 2024, the Company’s board of directors approved a new share repurchase program.~~ The authorization allows the Company to repurchase up to $1.0 billion of its outstanding common stock and will expire in January 2029.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Employment Agreement Amendments

Following an ordinary course review of our existing compensation arrangements, we entered into amendments (the “Amendments”) to employment agreements with each of Messrs. Eddy, Cichocki and Werner and Ms. Felice. The Amendments are effective as of November 23, 2024. The Amendments modify the criteria permitting a termination for cause by the Company as well as include technical language relating to Section 409A of the Internal Revenue Code of 1986, as amended, and are filed with this Quarterly Report on Form 10-Q as Exhibits 10.1, 10.2, 10.3 and 10.4.

Additionally, the amendment to Mr. Eddy’s employment agreement revises the definition of “Good Reason” to include his removal from the role of Chairman of the board of directors of the Company or to the extent he becomes ineligible to serve in such role due to an amendment to the Company’s bylaws or corporate governance polices.

The foregoing description of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, which are incorporated herein by reference.

10b5-1 Trading Plans

~~None~~On ofApril ~~our~~10, ~~directors~~2025, orMr. ~~"officers~~Paul Cichocki," asexecutive ~~defined~~vice inpresident, ~~Rule~~chief ~~16a-1(f)~~commercial ~~under~~officer, adopted a trading arrangement with respect to the ~~Securities~~sale ~~Exchange~~of ~~Act~~securities of ~~1934,~~the ~~adopted~~Company's orcommon ~~terminated~~stock athat is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) ~~trading~~(a ~~plan~~"Rule or10b5-1 ~~arrangement~~Trading orPlan"). aMr. ~~non-~~Cichocki's Rule 10b5-1 ~~trading~~Trading ~~plan~~Plan, orwhich ~~arrangement~~expires on July 1, as2026, ~~defined~~provides infor ~~Item~~the ~~408(c)~~sale of ~~Regulation~~up ~~S-K~~to 128,853 ~~during~~shares ~~the~~of ~~fiscal~~common ~~quarter~~stock ~~covered~~pursuant byto ~~this~~the ~~report~~terms of the plan.

Item 6. Exhibits.

Exhibit Number			Exhibit Description
10.1			~~Amendment~~Amended ~~No. 1 to Employment Agreement between Robert W. Eddy~~ and ~~BJ's~~Restated ~~Wholesale~~Annual ~~Club,~~Incentive ~~Inc.~~Plan, ~~dated~~effective as of ~~November~~March 236, ~~2024~~2025 (filed herewith).
10.2			Amendment No. 1 to Employment Agreement between Laura L. Felice and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
10.3			Amendment No. 1 to Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
10.4			Amendment No. 1 to Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
31.1			Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2			Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS			Inline XBRL Instance Document (filed herewith)
101.SCH			Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE			Inline XBRL Taxonomy Extension Linkbase Document (filed herewith)
104			Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BJ’S WHOLESALE CLUB HOLDINGS, INC.
Date: November 27, 2024	By:	/s/ Laura L. Felice
Date: May 29, 2025	By:	/s/ Laura L. Felice
		Laura L. Felice
		Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

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