Schmadeke Scott 4

What Happened

• Scott Schmadeke, Executive Vice President and Chief Operations Officer of BJ's Wholesale Club (BJ), received equity awards and had shares withheld to satisfy tax obligations. On April 1, 2026 he was issued 2,569 shares (settlement of performance share units) and granted 8,191 restricted stock units (RSUs) — both recorded at $0 acquisition price. Also on April 1, 4,883 shares were disposed of (withheld) at $94.61 per share to cover tax liabilities, a withholding value of $461,981.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (timely filing).
• Grants/awards: 2,569 shares issued (settlement of 2023 PSUs) and 8,191 RSUs granted; acquisition price $0.
• Withholding/disposition: 4,883 shares withheld at $94.61 to satisfy tax liability (total ~$461,981).
• Vesting note for new RSUs: the 8,191 RSU award vests 1/3 on each of the first, second and third anniversaries of the grant (footnote F3).
• Footnotes from filing:
  • F1: 2,569 shares issued in settlement of 2023 performance share units that vested on achievement of performance conditions.
  • F2: 4,883 shares represent issuer withholding to pay taxes incident to the vesting of awards.
  • F3: 8,191 restricted stock unit award vests in thirds over three years.
• Shares owned after transaction: not disclosed in the provided filing.

Context

• These transactions are compensation-related (awards and tax withholding), not open-market buys or sales. The withheld shares were retained by the issuer to cover tax obligations—common and routine following vesting—and do not necessarily indicate a voluntary sale by the insider. The RSU grant vests over three years; the PSU settlement reflects achieved performance from a prior grant.