Cichocki Paul 4

What Happened
Paul Cichocki, EVP and Chief Commercial Officer of BJ's Wholesale Club (BJ), received two equity awards on April 1, 2026 totaling 32,180 shares (16,326 and 15,854 shares) issued at $0.00. On the same date 16,099 shares were surrendered/withheld at $94.61 per share to satisfy tax liabilities, generating proceeds of $1,523,126. The awards include settled performance share units and a new restricted stock unit grant.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 3, 2026.
• Awards: 16,326 shares and 15,854 shares granted (acquired at $0.00).
• Tax withholding: 16,099 shares disposed/withheld at $94.61 for $1,523,126 (code F — tax/payment withholding).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes:
  • F1: Some shares were issued in settlement of 2023 performance share units that vested upon achievement of performance conditions.
  • F2: The 16,099 shares were withheld by the issuer to pay tax liabilities from vesting.
  • F3: A restricted stock unit award granted Apr 1, 2026 will vest 1/3 on each of the first three anniversaries of the grant.
• Filing timeliness: Form 4 was filed April 3, 2026 (appears within the usual two-business-day reporting window).

Context
This combination of equity issuance and share withholding is routine: PSUs/RSUs were settled/awarded to the executive and the company withheld shares to cover taxes rather than an open-market sale. Awards (acquisitions) are typically more informative than routine tax-withholding dispositions; the withheld shares do not necessarily indicate a decision to sell shares on the market.