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 12, ~~2025~~2026

☐ 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, ~~2025~~2026, the registrant had ~~130~~127,~~847~~693,~~715~~987 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	2118
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3026
Item 4.	Controls and Procedures	3027
PART II.	OTHER INFORMATION	3127
Item 1.	Legal Proceedings	3128
Item 1A.	Risk Factors	3128
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3128
Item 3.	Defaults Upon Senior Securities	3228
Item 4.	Mine Safety Disclosures	3228
Item 5.	Other Information	3228
Item 6.	Exhibits	3329
	Signature	3430

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 $1.220 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 November 4, 2024;

•“Fourth Amendment” means the Company’s fourth amendment to the First Lien Term Loan that was entered into on October 12, 2023;

•“Fifth Amendment” means the Company's fifth amendment to the First Lien Term Loan that was entered into on November 4, 2024;

•“fiscal year ~~2024~~2025” means the 52 weeks ended ~~February~~January 131, ~~2025~~2026;

•“fiscal year ~~2025~~2026” means the 52 weeks ending January 3130, ~~2026~~2027;

•“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 1, 2025

February 1, 2025

November 2, 2024

May 2, 2026

January 31, 2026

May 3, 2025

ASSETS

Current assets:

Cash and cash equivalents

4527,~~119~~826

2846,~~272~~245

3339,~~873~~484

Accounts receivable, net

~~299~~319,~~250~~936

~~277~~252,~~326~~789

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

Merchandise inventories

1,~~693~~668,~~805~~263

1,~~508~~555,~~988~~471

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

Prepaid expenses and other current assets

90198,~~472~~876

64135,~~374~~584

7681,~~491~~833

Total current assets

2,~~128~~214,~~646~~901

1,~~878~~990,~~960~~089

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

Operating lease right-of-use assets, net

2,~~015~~004,~~769~~451

21,~~100~~976,~~257~~013

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

Property and equipment, net

2,~~227~~534,~~460~~420

12,~~897~~364,~~604~~552

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

Goodwill

1,008,816

Intangibles, net

9694,~~874~~239

~~101~~95,~~109~~462

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

Deferred income taxes

54,~~874~~593

64,~~975~~427

57,~~010~~615

Other assets

6267,~~361~~578

71,~~584~~116

5558,~~575~~596

Total assets

7,~~545~~928,~~800~~998

7,~~065~~510,~~305~~475

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

LIABILITIES

Current liabilities:

Short-term debt

~~200~~375,000

~~175~~120,000

~~245~~150,000

Current portion of operating lease liabilities

~~177~~181,~~928~~994

~~192~~209,~~528~~249

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

Accounts payable

1,~~376~~438,~~057~~931

1,~~253~~307,~~512~~405

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

Accrued expenses and other current liabilities

~~945~~1,~~730~~048,934

~~913~~1,~~042~~033,579

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

Total current liabilities

23,~~699~~044,~~715~~859

2,~~534~~670,~~082~~233

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

Long-term operating lease liabilities

1,~~920~~905,~~153~~325

21,~~013~~880,~~962~~383

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

Long-term debt

399,~~026~~172

~~398~~399,~~807~~099

398,~~663~~880

Deferred income taxes

6968,~~260~~228

5964,~~659~~889

6555,~~531~~386

Other non-current liabilities

~~285~~385,~~736~~155

~~211~~298,~~341~~212

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

Total liabilities

5,802,739

5,312,816

5,186,087

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, 149,835 shares issued and 130,848 outstanding at November 1, 2025; 148,965 shares issued and 131,638 outstanding at February 1, 2025; and 148,776 shares issued and 132,094 outstanding at November 2, 2024

1,498

1,489

1,488

Common stock, par value $0.01; 300,000 shares authorized, 127,693 shares issued and outstanding at May 2, 2026; 129,638 shares issued and outstanding at January 31, 2026; and 149,743 shares issued and 132,051 outstanding at May 3, 2025

1,277

1,296

1,497

Additional paid-in capital

1780,~~122,485~~976

1995,~~079,445~~083

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

Retained earnings

21,~~155~~343,~~171~~933

1,~~702~~201,~~648~~207

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

Accumulated other comprehensive income

~~231~~73

~~501~~231

Treasury stock, at cost, 18,987 shares at November 1, 2025; 17,327 shares at February 1, 2025; and 16,682 shares at November 2, 2024

(1,107,475)

(936,359)

(874,716)

Treasury stock, at cost, no shares at May 2, 2026 and January 31, 2026; and 17,692 shares at May 3, 2025

—

(977,664)

Total stockholders’ equity

2,~~171~~126,~~910~~259

12,~~847~~197,~~454~~659

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

Total liabilities and stockholders’ equity

7,~~545~~928,~~800~~998

7,~~065~~510,~~305~~475

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

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 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Net sales	$	5,~~221~~529,~~866~~145	$	45,~~984~~033,~~385~~094
Membership fee income	~~126~~132,~~297~~355		~~114~~120,~~979~~389
Total revenues	5,~~348~~661,~~163~~500		5,~~099~~153,~~364~~483
Cost of sales	4,~~333~~633,~~826~~599		4,~~123~~183,~~888~~984
Selling, general and administrative expenses	~~788~~806,~~151~~010		~~733~~760,~~580~~880
Pre-opening expenses	713,~~835~~978		124,~~513~~974
Operating income	~~218~~207,~~351~~913		~~229~~203,~~383~~645
Interest expense, net	1012,~~309~~367		1211,~~593~~099
Income before income taxes	~~208~~195,~~042~~546		~~216~~192,~~790~~546
Provision for income taxes	5552,~~992~~820		6142,~~042~~778
Net income	$	~~152~~142,~~050~~726	$	~~155~~149,~~748~~768
Income per share attributable to common stockholders—basic:	$	1.1611	$	1.1814
Income per share attributable to common stockholders—diluted:	$	1.1510	$	1.1713
Weighted-average shares of common stock outstanding:
Basic	~~131~~128,~~194~~650		~~132~~131,~~083~~569
Diluted	~~131~~129,~~922~~383		~~133~~132,~~333~~749
Other comprehensive income:
Total other comprehensive income	—		—
Total comprehensive income	$	~~152~~142,~~050~~726	$	~~155~~149,~~748~~768

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 1, 2025		November 2, 2024
Net sales	$	15,511,867	$	14,883,793
Membership fee income	370,019		339,485
Total revenues	15,881,886		15,223,278
Cost of sales	12,891,875		12,407,836
Selling, general and administrative expenses	2,335,389		2,205,674
Pre-opening expenses	16,096		15,955
Operating income	638,526		593,813
Interest expense, net	31,801		39,299
Income before income taxes	606,725		554,514
Provision for income taxes	154,202		142,759
Net income	$	452,523	$	411,755
Income per share attributable to common stockholders—basic:	$	3.44	$	3.11
Income per share attributable to common stockholders—diluted:	$	3.42	$	3.08
Weighted-average shares of common stock outstanding:
Basic	131,520		132,304
Diluted	132,396		133,764
Other comprehensive income:
Total other comprehensive income	—		—
Total comprehensive income	$	452,523	$	411,755

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 1, 2025	148,965	$	1,489	$	1,079,445	$	1,702,648	$	231	(17,327)	$	(936,359)	$	1,847,454
Balance, January 31, 2026	129,638	$	1,296	$	995,083	$	1,201,207	$	73	—	$	—	$	2,197,659
Net income	—	—		—		~~149~~142,~~768~~726		—		—	—		~~149~~142,~~768~~726
Common stock issued under stock incentive plans	~~778~~390	84		(84)		—		—		—	—		—
Stock-based compensation expense	—	—		1013,~~654~~280		—		—		—	—		1013,~~654~~280
Exercise of stock options	—	—		~~5,014~~125		—		—		—	—		~~5,014~~125
Acquisition of treasury stock	—	—		—		—		—		(~~365~~2,335)	(41227,~~305~~531)		(41227,~~305~~531)
Balance, May 3, 2025	149,743	$	1,497	$	1,095,105	$	1,852,416	$	231	(17,692)	$	(977,664)	$	1,971,585
Retirement of treasury stock	(2,335)	(23)		(227,508)		—		—		2,335	227,531		—
Net income	—	—		—		150,705		—		—	—		150,705
Balance, May 2, 2026	127,693	$	1,277	$	780,976	$	1,343,933	$	73	—	$	—	$	2,126,259
Common stock issued under stock incentive plans	18	—		—		—		—		—	—		—
Common stock issued under ESPP	59	1		4,448		—		—		—	—		4,449
Stock-based compensation expense	—	—		13,945		—		—		—	—		13,945
Acquisition of treasury stock	—	—		—		—		—		(379)	(41,590)		(41,590)
Balance, August 2, 2025	149,820	$	1,498	$	1,113,498	$	2,003,121	$	231	(18,071)	$	(1,019,254)	$	2,099,094
Net income	—	—		—		152,050		—		—	—		152,050
Common stock issued under stock incentive plans	15	—		—		—		—		—	—		—
Stock-based compensation expense	—	—		8,987		—		—		—	—		8,987
Acquisition of treasury stock	—	—		—		—		—		(916)	(88,221)		(88,221)
Balance, November 1, 2025	149,835	$	1,498	$	1,122,485	$	2,155,171	$	231	(18,987)	$	(1,107,475)	$	2,171,910


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance, February 1, 2025	148,965	$	1,489	$	1,079,445	$	1,702,648	$	231	(17,327)	$	(936,359)	$	1,847,454
Net income	—	—		—		149,768		—		—	—		149,768


Common stock issued under stock incentive plans	778	8		(8)		—		—		—	—		—
Stock-based compensation expense	—	—		10,654		—		—		—	—		10,654
Exercise of stock options	—	—		5,014		—		—		—	—		5,014
Acquisition of treasury stock	—	—		—		—		—		(365)	(41,305)		(41,305)
Balance, May 3, 2025	149,743	$	1,497	$	1,095,105	$	1,852,416	$	231	(17,692)	$	(977,664)	$	1,971,585

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, 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
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

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 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	~~452~~142,~~523~~726	$	~~411~~149,~~755~~768
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~213~~76,~~916~~452		~~194~~69,~~238~~665
Amortization of debt issuance costs and accretion of original issue discount	~~818~~273		~~830~~273
Stock-based compensation expense	3313,~~586~~280		2910,~~640~~654
Deferred income tax provision (benefit)	103,~~702~~173		(104,~~181~~913)
Changes in operating leases and other non-cash items	(1830,~~509~~631)		10(24,~~803~~397)
Increase (decrease) in cash due to changes in:
Accounts receivable, net	(1851,~~930~~300)		~~(41~~39,~~021)~~735
Merchandise inventories	(~~184~~112,~~817~~792)		(~~265~~58,~~189~~044)
Prepaid expenses and other current assets	(2561,~~366~~537)		(815,~~279~~283)
Other assets	(~~229~~5)		(121,~~351~~476)
Accounts payable	~~122~~131,~~545~~526		~~237~~2,~~144~~355
Accrued expenses and other current liabilities	3124,~~121~~446		8124,~~546~~783
Other non-current liabilities	214,~~741~~347		2014,973
Net cash provided by operating activities	~~639~~139,~~101~~958		~~628~~208,~~955~~093
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment, net of disposals	(~~500~~182,~~948~~004)		(~~427~~140,~~553~~497)
Proceeds from sale-leaseback transactions	2,995		—
Other investing activities	(2,630)		(1,794)
Other investing activities	(3,232)		—
Net cash used in investing activities	(184,634)		(142,291)
Net cash used in investing activities	(501,185)		(427,553)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving lines of credit	~~376~~320,000		~~605~~66,000
Payments on revolving lines of credit	(~~351~~65,000)		(~~679~~91,000)
Net cash received from stock option exercises	~~5,014~~125		155,~~465~~014
Net cash received from ESPP	4,449		3,411
Acquisition of treasury stock	(225,717)		(41,305)
Acquisition of treasury stock	(170,209)		(158,041)
Net (payments on) proceeds from financing obligations	(73)		8,721
Proceeds from financing obligations	21,205		14,917
Other financing activities	(3,078)		(2,020)
Other financing activities	(6,528)		(5,330)
Net cash provided by (used in) financing activities	26,257		(54,590)
Net cash used in financing activities	(121,069)		(203,578)
Net (decrease) increase in cash and cash equivalents	(18,419)		11,212
Net increase (decrease) in cash and cash equivalents	16,847		(2,176)
Cash and cash equivalents at beginning of period	46,245		28,272
Cash and cash equivalents at beginning of period	28,272		36,049
Cash and cash equivalents at end of period	$	27,826	$	39,484
Cash and cash equivalents at end of period	$	45,119	$	33,873
Supplemental cash flow information:
Interest paid	$	244,~~255~~207	$	348,~~034~~966
Income taxes paid	~~149~~103,~~827~~250		~~144~~12,~~908~~738
Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items	6480,~~590~~020		~~116~~14,~~173~~583
Non-cash financing and investing activities:
Finance lease liabilities arising from obtaining right-of-use assets	2467,~~170~~969		~~758~~525
Receivables arising from failed sale-leaseback financing obligations	215,~~994~~847		—
Property additions included in accrued expenses	5350,~~219~~164		5240,~~066~~404
Treasury stock acquisitions included in accrued expenses	~~907~~3,886		1,~~509~~561

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 the Company's digital capabilities. As of ~~November~~May 12, ~~2025~~2026, BJ's operated ~~256~~264 warehouse clubs and ~~192~~205 gas stations in 2122 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~~January 131, ~~2025~~2026 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 some seasonality. The Company’s net sales and ~~operating~~cash ~~income~~flows 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 ~~2024~~2025, as filed with the Securities and Exchange Commission on March 1412, ~~2025~~2026.

(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 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 are referred to herein as the “~~third~~first quarter of fiscal year ~~2025~~2026” and the “~~third~~first quarter of fiscal year ~~2024,” respectively. The thirty-nine week periods ended November 1,~~ 2025 ~~and November 2~~, ~~2024 are referred to herein as the “thirty-nine weeks ended November 1, 2025~~” ~~and the “thirty-nine weeks ended November 2, 2024,”~~ respectively. Operating results for the ~~thirty-nine~~thirteen week period ended ~~November~~May 12, ~~2025~~2026 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending January 3130, ~~2026~~2027.

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 ~~2024~~2025. 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 aside from those identified herein.

In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2023~~2024-0903, Income ~~Taxes~~Statement ~~(Topic~~– ~~740):~~Reporting ~~Improvements~~Comprehensive to Income ~~Tax~~– Expense Disaggregation Disclosures. ~~ASU~~(Subtopic ~~2023~~220-0940): ~~requires~~Disaggregation ~~public~~of ~~companies~~Income toStatement ~~disclose,~~Expenses. onASU an2024-03 ~~annual~~requires ~~basis,~~disclosure aof ~~tabular~~certain ~~tax~~costs ~~rate~~and ~~reconciliation,~~expenses ~~using~~on ~~both~~an ~~percentages~~interim and ~~amounts,~~annual ~~broken~~basis ~~out~~in ~~into~~the ~~specific~~notes ~~categories~~to ~~with certain reconciling items at or above 5% of~~ the ~~statutory~~financial ~~tax, further broken out by nature and/or jurisdiction~~statements. ASU ~~2023~~2024-0903 ~~requires~~is ~~all~~effective ~~entities~~for tofiscal ~~disclose,~~years onbeginning anafter ~~annual~~December ~~basis~~15, ~~the amount of income taxes paid (net of refunds received)~~2026, ~~disaggregated between federal, state/local~~ and ~~foreign,~~interim ~~and~~periods ~~amounts~~within ~~paid~~fiscal toyears anbeginning ~~individual~~after ~~jurisdiction~~December ~~when~~15, 5%2027. orEarly ~~more~~adoption ofis ~~the total income taxes paid~~permitted. The ~~disclosure~~disclosures ~~requirements~~required ~~are~~under ~~effective~~the ~~for~~guidance ~~fiscal years beginning after December 15, 2024, and~~ 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 ~~new pronouncement does not have an impact on the~~ Company's ~~consolidated~~is ~~balance~~currently ~~sheet,~~evaluating ~~statement of operations and comprehensive income, statement of stockholders' equity, or statement of cash flows. The Company continues to evaluate~~ the impact of ~~enhanced~~this ~~disclosure~~guidance ~~requirements~~ on the notes to ~~the~~its ~~consolidated~~ financial statements, ~~including~~and ~~the~~does ~~method~~not ofexpect ~~adoption.~~ASU ~~The~~2024-03 ~~Company~~to ~~will~~affect ~~adopt this new pronouncement as part of~~ its ~~annual~~condensed ~~report~~consolidated asfinancial ~~of and for the fiscal year ended January 31, 2026~~statements.

10In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development, and removing the previous “development stage” model to determine when costs are able to be capitalized. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted. The Company may apply the guidance prospectively, retrospectively, or via a modified

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.8

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 amends the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach to determine when costs are able to be capitalized. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company may apply the guidance prospectively, retrospectively, or via a modified prospective transition method. The Company is currently evaluating the impact that this guidance will have on its condensed consolidated financial statements. and disclosures.

(d) Recently Adopted Accounting Pronouncements and Policies

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements which serves to clarify, correct errors, or make minor improvements to various topics within the Codification. Generally, the amendments in this ASU are not intended to result in significant changes to current accounting principles. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods. Early adoption is permitted, and entities may elect to adopt the amendments on an issue-by-issue basis.

The Company adopted ASU 2025-12 during the first quarter of fiscal year 2026, which changes the accounting for treasury share retirements. Under the new guidance, the Company elected to recognize the excess of the repurchase price over par value entirely as a reduction from additional paid-in-capital (“APIC”), provided that APIC remains positive. This policy change is reflected within the condensed consolidated balance sheets, statements of stockholders’ equity, and “Note 7. Treasury Shares and Share Repurchase Program.” The adoption did not impact the condensed consolidated statements of operations and comprehensive income or the statements of cash flows.

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 digitally-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.

In the ordinary course of business, sales tax is collected at the time of purchase on items that are taxable in the respective jurisdiction. Sales tax is not included within net sales in the consolidated statements of operations and comprehensive income. Sales tax is recorded as a liability at the point-of-sale and subsequently remitted to the appropriate taxing authority.

Rewards programs

The Company'’s Club+ program allows participating members to earn 2% cash back, up to a maximum of $500 per year, on qualified purchases made in BJ'’s clubs, on bjs.com, or in the BJ'’s mobile app, a 5-cent per gallon discount at BJ'’s gas locations, and two free same-day deliveries. Cash back is in the form of electronic rewards issued to each member once $10 in rewards have been earned.

The Company'’s co-branded credit card program, known as the BJ'’s One and BJ'’s One+ program, allows cardholders the opportunity to earn up to 5% cash back on purchases made in BJ'’s clubs, on bjs.com, or in the BJ'’s mobile app, and up to a 15-cent per gallon discount on 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 rewards issued to each member monthly on the credit card statement date. Earned rewards on each of the Club+ and co-branded credit card programs do not expire.

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 rewards in deferred revenue at the time the rewards are earned. Earned rewards may be redeemed on future purchases made at BJ'’s. The Company recognizes revenue related to earned rewards when customers redeem such rewards as part of a purchase at one of the Company’s clubs, on bjs.com, or in the BJ'’s mobile app. ~~The Company recognizes royalty revenue related to the BJ's One and BJ's One+ credit card programs based upon actual customer activities, such as reward redemptions.~~ While the Company continues to honor all rewards presented for redemption, the likelihood of redemption is deemed to be remote for certain rewards due to historical experience, including after long periods of inactivity, and rewards being linked to expired or canceled memberships. In these circumstances, the Company recognizes revenue, or breakage, from unredeemed rewards. The Company earns monthly royalties under the BJ’s One and BJ’s One+ credit card programs related to the use of the BJ’s trade name and the issuance of rewards and gasoline discounts to cardholders. Royalty revenue is recognized based upon actual customer activities, such as reward redemptions, in the period in which the underlying activity occurs.

119

Membership

The Company charges a membership fee to its customers, which allows customers to shop in the Company’s clubs, on bjs.com, or in the BJ'’s mobile app, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally 12twelve 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~~loaded ~~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

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.

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

November 1, 2025

February 1, 2025

November 2, 2024

May 2, 2026

January 31, 2026

May 3, 2025

Current:

Rewards programs:

Royalty revenue

76,~~959~~679

910,~~972~~572

56,~~898~~913

Co-brand initiatives

2,~~537~~580

42,~~082~~910

43,~~269~~945

Total rewards programs

109,~~496~~259

1413,~~054~~482

10,~~167~~858

Membership

~~264~~285,~~548~~237

~~253~~240,~~262~~643

~~236~~260,~~536~~578

Gift card program

1617,~~360~~083

1618,~~778~~252

15,~~044~~875

E-commerce sales

7,~~955~~928

79,~~839~~059

6,~~383~~866

Long-term:

Rewards programs:

Co-brand initiatives

12,~~796~~221

32,~~139~~324

42,~~068~~317

Total deferred revenue

~~301~~321,~~155~~728

~~295~~283,~~072~~760

~~272~~296,~~198~~494

The following table presents deferred revenue activity related to earned rewards (in thousands):

	Thirty-nine Weeks Ended
	Thirteen Weeks Ended
	November 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Earned rewards balance, beginning of period	$	5771,~~474~~427	$	4957,~~135~~474
Rewards earned	~~276~~97,~~180~~116		~~242~~88,~~566~~197
Revenue recognized on rewards	(~~267~~95,~~048~~924)		(~~232~~84,~~293~~383)
Earned rewards balance, end of period	$	6672,~~606~~619	$	5961,~~408~~288

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

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The following table summarizes the Company'’s revenue recognized during the period that was included in the opening deferred balance, excluding earned rewards, as of ~~February~~January 131, ~~2025~~2026 and February 31, ~~2024~~2025 (in thousands):

	Thirty-nine Weeks Ended
	Thirteen Weeks Ended
	November 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Rewards programs:
Royalty revenue	$	910,~~972~~572	$	49,~~593~~972
Co-brand initiatives	21,~~888~~111		~~2,616~~960
Total rewards programs	1211,~~860~~683		710,~~209~~932
Membership	~~233~~107,~~579~~743		~~213~~106,~~499~~337
Gift card program	42,~~001~~787		42,~~517~~707
E-commerce sales	79,~~839~~059		67,~~757~~839
Total revenue	$	~~258~~131,~~279~~272	$	~~231~~127,~~982~~815

Performance obligations related to royalty revenue, membership fees, and e-commerce sales 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 earned rewards and gift card redemptions varies depending on consumer behavior and spending patterns.

Disaggregation of Revenue

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

	Thirteen Weeks Ended				~~Thirty-nine Weeks Ended~~
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Perishables, Grocery, and Sundries	7269	%	7273	%	72	%	71	%
General Merchandise and Services	10	%	109	%	10	%	10	%
Gasoline and Other	1821	%	18	%	18	%	19	%

4. Debt and Credit Arrangements

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

November 1, 2025

February 1, 2025

November 2, 2024

May 2, 2026

January 31, 2026

May 3, 2025

ABL Revolving Facility

~~200~~375,000

~~175~~120,000

~~245~~150,000

First Lien Term Loan

400,000

Unamortized original issue discount and debt issuance costs

(~~974~~828)

(~~1,193~~901)

(1,~~337~~120)

Less: Short-term debt

(~~200~~375,000)

(~~175~~120,000)

(~~245~~150,000)

Long-term debt

399,~~026~~172

~~398~~399,~~807~~099

398,~~663~~880

ABL Revolving Facility

On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $1.220 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.

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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 12, ~~2025~~2026, there was $~~200~~375.0 million outstanding in loans under the ABL Revolving Facility and $108.58 million in outstanding letters of credit. The interest rate on the ABL Revolving Facility was 54.0775% and unused capacity was $~~989~~816.52 million. As of ~~February~~January 131, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, the interest rate on the ABL Revolving Facility was 54.4177% and 5.7742%, 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.

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. The maturity date of the First Lien Term Loan is February 3, 2029.

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~~May 12, ~~2025~~2026, 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 ~~November~~May 12, ~~2025~~2026, ~~February~~January 131, ~~2025~~2026, and ~~November~~May 23, ~~2024~~2025. The interest rate on the First Lien Term Loan was 5.8841%, 65.0843%, and 6.7607% at ~~November~~May 12, ~~2025~~2026, ~~February~~January 131, ~~2025~~2026, and ~~November~~May 23, ~~2024~~2025, 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 impact to the condensed consolidated financial statements. Gain contingencies are recognized when they are realized or realizable.

1412

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, among other types of awards, the grant of restricted stock, restricted stock units, and performance shares.

The 2018 Plan authorizes the issuance of 13,148,058 shares and allows for most shares that are forfeited, expire, or are settled in cash to be reissued for new grants that may be awarded. ~~Refer~~For further details on the 2018 Plan, refer to “Note 11. Stock Incentive Plans” included in our Annual Report on Form 10-K for fiscal year ~~2024~~2025, as filed with the Securities and Exchange Commission on March 1412, ~~2025~~2026.

As of ~~November~~May 12, ~~2025~~2026, there were 4,~~356~~051,~~217~~667 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 12, ~~2025~~2026 (shares in thousands):

	Stock Options			Restricted Stock			Restricted Stock Units			Performance Stock Units
	Shares	Weighted-AverageExercisePrice		Shares	Weighted-AverageGrantDate FairValue		Shares	Weighted-AverageGrantDate FairValue		Shares(a)	Weighted-AverageGrantDate FairValue
Outstanding, February 1, 2025	821	$	19.14	291	$	73.78	368	$	75.43	628	$	69.53
Outstanding, January 31, 2026	522	$	20.52	93	$	78.15	480	$	95.76	507	$	84.56
Granted (b)	—	—		5—	~~107.79~~—		~~278~~294	~~113~~94.2961		~~341~~242	~~114~~94.8861
Forfeited/canceled	—	—		(15)	73.64		(48)	91.90		(74)	87.78
Forfeited/canceled (c)	—	—		(1)	76.07		(11)	95.41		(12)	76.07
Exercised/vested	(~~299~~5)	1625.7407		(~~187~~81)	7176.8207		(~~133~~174)	7691.5629		(~~388~~211)	6264.4458
Outstanding, November 1, 2025	522	$	20.52	94	$	78.12	465	$	96.02	507	$	84.56
Outstanding, May 2, 2026	517	$	20.47	11	$	92.95	589	$	96.51	526	$	93.78

(a) Shares outstanding reflect a 100% payout,. ~~however~~However, the actual payout for the remaining performance stock unit awards granted in fiscal year 2021 is expected to be 200%, and the actual payout for performance stock unit awards granted in fiscal year ~~2022~~2023, which vested in the first quarter of fiscal year ~~2025~~2026, was ~~177~~92%. Actual payout for the performance stock ~~awards~~unit ~~granted in fiscal year 2023, which vest in fiscal year 2026, could be below 100% or up to 200%. Actual payout for the performance stock~~ awards granted in each of fiscal years 2024, 2025, and ~~2025~~2026, which vest in fiscal years 2027, 2028, and ~~2028~~2029, respectively, could be below 100% or up to 300%.

(b) Includes ~~175~~38 incremental performance stock ~~awards~~units granted in fiscal ~~years~~year 2021 ~~and 2022~~ with a weighted-average grant date fair value of $6144.8904, that vested in fiscal year ~~2025~~2026 at greater than 100% of target payout based on performance.

~~Stock-based~~(c) Includes ~~compensation~~12 ~~expense~~performance ~~was~~stock ~~$9.0~~units ~~million~~granted ~~and~~in ~~$10.7~~fiscal ~~million~~year ~~for~~2023 ~~the thirteen~~with ~~weeks~~a ~~ended November 1,~~weighted-average ~~2025 and November 2,~~grant ~~2024,~~date ~~respectively,~~fair ~~and~~value of $3376.607, ~~million~~that ~~and~~vested ~~$29.6~~in ~~million~~fiscal ~~for~~year ~~the~~2026 ~~thirty-nine~~at ~~weeks~~less ~~ended~~than ~~November 1,~~100% ~~2025~~of ~~and~~target ~~November 2,~~payout ~~2024,~~based ~~respectively~~on performance.

~~On June 14,~~Stock-based ~~2018, the~~compensation 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 $013.63 million and $010.57 million for the thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024, respectively, and $1.5 million and $1.2 million for the thirty-nine weeks ended November 1,~~ 2025 ~~and November 2~~, ~~2024,~~ respectively. ~~As of November 1, 2025, there were 3,212,890 shares available for issuance under the ESPP.~~

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 $0.6 million and $0.5 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively. As of May 2, 2026, there were 3,644,425 shares available for issuance under the ESPP.

7. Treasury Shares and Share Repurchase Program

Treasury Shares Acquired on ~~Restricted~~ Stock-Based ~~and Performance Stock~~ Awards

The Company acquired 10221,~~438~~072 shares for $121.0 million and 11310,~~331~~102 shares for $135.01 million in the thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively, to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards, which was recorded as treasury stock.

The Company acquired 324,210 shares for $36.4 million and 369,327 shares for $27.7 million in the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively, to satisfy employees' tax withholding obligations upon the vesting of restricted stock and performance stock awards, which was recorded as treasury stock.

Share Repurchase Program

On November 1618, ~~2021~~2024, the Company'’s board of directors approved a share repurchase program (the “~~2021~~2024 Repurchase Program”) that ~~allowed~~allows the Company to repurchase up to $~~500~~1.000 ~~million~~billion of its outstanding common stock from time to time as market conditions warrant. The ~~2021~~2024 Repurchase Program ~~expired~~was effective on February 1, 2025 and expires in January ~~2025~~2029. The timing and actual number of shares repurchased will depend on a variety of factors including price, ~~with~~corporate ~~the~~requirements, market conditions, and other corporate liquidity requirements and priorities. The Company ~~utilizing~~initiated the ~~entire~~2024 ~~authorization~~Repurchase Program to mitigate potentially dilutive effects of ~~$500.0~~stock ~~million~~awards granted by the Company, in addition to enhancing shareholder value.

OnThe ~~November~~Company 18repurchased 2, ~~2024~~114,000 shares ~~the~~for ~~Company's~~$206.6 ~~board~~million ofand ~~directors~~55,000 ~~approved~~shares afor ~~new~~$6.2 ~~share~~million ~~repurchase~~under ~~program (~~the “2024 Repurchase Program”) ~~that~~during ~~allows~~ the ~~Company~~thirteen toweeks ~~repurchase~~ended May 2, up2026 toand anMay 3, ~~additional~~2025, $1respectively.0 ~~billion~~The ofCompany ~~its~~accounts ~~outstanding~~for ~~common~~treasury stock ~~from~~under ~~time~~the tocost ~~time~~method asbased ~~market conditions warrant. The 2024 Repurchase Program was effective~~ on ~~February~~the 1,fair ~~2025~~market ~~and~~value ~~expires in January 2029. The timing and actual number~~ of the 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~~dates ~~Repurchase Program to mitigate potentially dilutive effects~~ of ~~stock~~repurchase ~~awards~~plus ~~granted~~any bydirect ~~the~~costs ~~Company, in addition to enhancing shareholder value~~incurred.

~~The~~As ~~Company repurchased~~of ~~905,000~~May ~~shares for $87.3 million under the 2024 Repurchase Program and 679,499 shares for $58.~~2 ~~million under the 2021 Repurchase Program during the thirteen weeks ended November 1~~, ~~2025 and November 2~~2026, ~~2024, respectively. The Company repurchased~~ ~~1,335,000 shares for~~ $~~134~~545.70 million remained ~~under~~available ~~the~~to ~~2024~~purchase ~~Repurchase Program and 1,536,591 shares for $129.3 million~~ under the ~~2021~~2024 Repurchase Program ~~during the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively~~. ~~The Company accounts for treasury stock under the cost method based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred.~~

AsRetirement of ~~November 1,~~ ~~2025, $866.2~~Treasury ~~million remained available to purchase under the 2024 Repurchase Program.~~Shares

During the first quarter of fiscal 2026, the Company retired 2,335,072 shares of treasury stock, which represented the cumulative number of shares held in the Company’s treasury due to acquisitions during the current period. The retirement of these shares resulted in decreases in each of treasury stock and APIC of $227.5 million. There were no share retirements during the first quarter of fiscal year 2025.

8. Income Taxes

The Company projects the estimated annual effective tax rate for fiscal year ~~2025~~2026 to be 2827.04%, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, ~~gains from the utilization of prior year purchased tax credits,~~ settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate was 2627.90% and 2822.2% for the thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024, respectively. For the thirty-nine weeks ended November 1,~~ 2025 ~~and November 2~~, ~~2024, the Company's effective tax rate was and 25.4% and 25.7%,~~ respectively. The ~~decrease~~increase in the effective income tax rate ~~for both comparative periods~~ was primarily attributable to ~~increased~~lower ~~current~~excess ~~year~~tax ~~research~~benefits ~~and~~from ~~development~~stock-based ~~tax~~compensation ~~credits~~ compared to the prior year period. For the thirty-nine weeks ended November 1, 2025, the decrease in the effective income tax rate was also driven by benefits recognized from the utilization of income tax credits. Cash taxes paid as presented in the supplemental cash flow information section of the condensed consolidated statements of cash flows includes $41.7 million paid for transferable credits during the thirty-nine weeks ended November 1, 2025.

~~The~~Cash ~~Company~~taxes ispaid ~~subject~~as topresented ~~taxation~~ in the ~~U.S.~~supplemental ~~federal~~cash ~~and~~flow ~~various~~information ~~state~~section ~~taxing~~of ~~jurisdictions.~~the ~~The~~condensed ~~Company’s~~consolidated ~~tax~~statements ~~years~~of ~~from~~cash ~~2021 forward~~flows ~~remain~~includes ~~open~~$91.2 ~~and~~million ~~subject~~paid tofor ~~examination~~transferable bycredits during the ~~Internal~~thirteen ~~Revenue~~weeks ~~Service~~ended ~~and~~May 2, ~~various state taxing authorities~~2026.

OnThe ~~July~~Company 4,is ~~2025,~~subject ~~new~~to ~~legislation,~~taxation ~~commonly~~in ~~known as~~ the ~~One~~U.S. ~~Big~~federal ~~Beautiful~~and ~~Bill~~various ~~Act~~state ~~(the~~taxing ~~“Act”), was signed into law~~jurisdictions. The ~~Act includes a broad range of tax provisions that could impact the~~ Company’s ~~financial results in~~ tax ~~year~~years ~~2025~~from ~~and~~2022 forward ~~future~~remain ~~periods.~~open ~~Among other provisions, the Act reestablished~~ and ~~made~~subject ~~permanent 100% initial-year bonus depreciation on qualifying property, as well as the immediate deduction for domestic research and development expenses. The Company has undergone efforts~~ to ~~reasonably~~examination ~~estimate~~by the ~~impact~~Internal ofRevenue ~~the~~Service ~~Act to our financial statements~~ and ~~has~~various ~~reflected~~state ~~the~~taxing ~~effects within the condensed consolidated financial statements as of and for the thirty-nine weeks ended November 1, 2025~~authorities. ~~The Company is awaiting guidance from the U.S. Department of the Treasury and will continue to evaluate the impact of the Act as additional information becomes available.~~

16On July 4, 2025, new legislation, commonly known as the One Big Beautiful Bill Act (the “Act”), was signed into law. Among other provisions, the Act reestablished and made permanent 100% initial-year bonus depreciation on qualifying property, as well as the immediate deduction for domestic research and development expenses. The Company has quantified the impact of the Act to our financial statements and has reflected the effects within the consolidated financial statements as of and for the thirteen weeks ended May 2, 2026.

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 GAAP.

The gross carrying amount and fair value of the Company’s debt at ~~November~~May 12, ~~2025~~2026 are as follows (in thousands):

	Carrying Amount		Fair Value
ABL Revolving Facility	$	~~200~~375,000	$	~~200~~375,000
First Lien Term Loan	400,000		~~401~~402,~~856~~500
Total Debt	$	~~600~~775,000	$	~~601~~777,~~856~~500

The gross carrying amount and fair value of the Company’s debt at ~~February~~January 131, ~~2025~~2026 are as follows (in thousands):

	Carrying Amount		Fair Value
ABL Revolving Facility	$	~~175~~120,000	$	~~175~~120,000
First Lien Term Loan	400,000		~~402~~404,~~500~~252
Total Debt	$	~~575~~520,000	$	~~577~~524,~~500~~252

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

Assets and Liabilities Measured 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.

1715

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 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 (in thousands):

Thirteen Weeks Ended

~~Thirty-nine Weeks Ended~~

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

May 2, 2026

May 3, 2025

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

~~131~~128,~~194~~650

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

~~131,520~~

~~132,304~~

Plus: Incremental shares of potentially dilutive securities

~~728~~733

1,~~250~~180

~~876~~

~~1,460~~

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

~~131~~129,~~922~~383

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

~~132,396~~

~~133,764~~

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended

~~Thirty-nine Weeks Ended~~

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

May 2, 2026

May 3, 2025

Stock-based awards

~~168~~246

—89

~~142~~

~~112~~

11. 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~~uses 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

~~Thirty-nine Weeks Ended~~

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

May 2, 2026

May 3, 2025

Total revenues

5,~~348~~661,~~163~~500

5,~~099~~153,~~364~~483

~~15,881,886~~

~~15,223,278~~

Less: significant and other segment expenses

Merchandise cost of sales (a)

3,~~492~~520,~~207~~203

3,~~318~~363,~~404~~785

~~10,384,415~~

~~9,822,895~~

Selling, general and administrative expenses (b)

~~795~~819,~~986~~988

~~746~~765,~~093~~854

~~2,351,485~~

~~2,221,629~~

Other segment expenses (c)

~~907~~1,~~920~~178,583

~~879~~874,~~119~~076

~~2,693,463~~

~~2,766,999~~

Net income

~~152~~142,~~050~~726

~~155~~149,~~748~~768

~~452,523~~

~~411,755~~


(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.

1916

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”,” “can”,” “could”,” “intend,” “confident,” “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~~government’s administration of, the Supplemental Nutrition Assistance Program (“SNAP”) 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 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~~January 131, ~~2025~~2026 (the “Annual Report on Form 10-K for fiscal year ~~2024~~2025”) 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.

2017

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 ~~2024~~2025. 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 ~~2024~~2025 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 31. Accordingly, references herein to “fiscal year ~~2025~~2026” relate to the 52 weeks ending January 3130, ~~2026~~2027, and references herein to “fiscal year ~~2024~~2025” relate to the 52 weeks ended ~~February~~January 131, ~~2025~~2026. The ~~third~~first quarter of fiscal year ~~2025~~2026 ended on ~~November~~May 12, ~~2025~~2026, and the ~~third~~first quarter of fiscal year ~~2024~~2025 ended on ~~November~~May 23, ~~2024~~2025, and both 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. We provide 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 digital capabilities. Additionally, we provide 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 ~~257~~267 large-format, high -volume warehouse clubs and ~~194~~205 gas stations spanning 2122 states as of the date of this filing. In our originating New England market, which has high population density and generates a disproportionate part of U.S. gross domestic product (“GDP”), we operate ~~more~~nearly ~~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 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 unlimited same-day deliveries over a one-year period. Additionally, members may use ExpressPay® to skip checkout lines when they shop in club and pay via their mobile devices.

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee. We have over 8 million members paying annual fees to gain access to savings on groceries, general merchandise, services, and gasoline. The annual membership fee for our Club membership is generally $60, 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 and Club+ membership fees were $55 and $110 per year, respectively. We believe that members can save over ten times their $60 Club 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 2627% of our total net sales, excluding gasoline, for fiscal year ~~2024~~2025. 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 $~~487~~511.07 million for the trailing twelve-months ended ~~November~~May 12, ~~2025~~2026.

Our business is subject to some seasonality. Historically, our business has generally 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.

2118

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 ~~2025~~2026. Our tenured membership renewal rate, a key indicator of membership engagement, satisfaction and loyalty, was 90% at the end of fiscal year ~~2024~~2025.

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, ~~having~~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, curbside pickup, same-day 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~~have ~~produce~~ a short-term impact on our sales and 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 ~~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~~affects ~~affect~~ our overall results for a fiscal quarter.

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

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.

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 macroeconomic 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 12, ~~2025~~2026

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

~~November 1, 2025~~

~~November 2, 2024~~

Net sales

5,~~221~~529,~~866~~145

45,~~984~~033,~~385~~094

~~15,511,867~~

~~14,883,793~~

Membership fee income

~~126~~132,~~297~~355

~~114~~120,~~979~~389

~~370,019~~

~~339,485~~

Total revenues

5,~~348~~661,~~163~~500

5,~~099~~153,~~364~~483

~~15,881,886~~

~~15,223,278~~

Cost of sales

4,~~333~~633,~~826~~599

4,~~123~~183,~~888~~984

~~12,891,875~~

~~12,407,836~~

Selling, general and administrative expenses

~~788~~806,~~151~~010

~~733~~760,~~580~~880

~~2,335,389~~

~~2,205,674~~

Pre-opening expenses

713,~~835~~978

124,~~513~~974

~~16,096~~

~~15,955~~

Operating income

~~218~~207,~~351~~913

~~229~~203,~~383~~645

~~638,526~~

~~593,813~~

Interest expense, net

1012,~~309~~367

1211,~~593~~099

~~31,801~~

~~39,299~~

Income before income taxes

~~208~~195,~~042~~546

~~216~~192,~~790~~546

~~606,725~~

~~554,514~~

Provision for income taxes

5552,~~992~~820

6142,~~042~~778

~~154,202~~

~~142,759~~

Net income

~~152~~142,~~050~~726

~~155~~149,~~748~~768

~~452,523~~

~~411,755~~

Weighted-average shares outstanding—basic

~~131~~128,~~194~~650

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

~~131,520~~

~~132,304~~

Basic EPS(a)

1.1611

1.1814

~~3.44~~

~~3.11~~

Weighted-average shares outstanding—diluted

~~131~~129,~~922~~383

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

~~132,396~~

~~133,764~~

Diluted EPS(a)

1.1510

1.1713

~~3.42~~

~~3.08~~

Operational Data:

Total clubs at end of period

~~256~~264

~~247~~255

~~256~~

~~247~~

Comparable club sales (b)

16.13%

1.56%

~~0.8%~~

~~2.0%~~

Merchandise comparable club sales (b)

1.85%

3.89%

~~2.6%~~

~~2.3%~~

Adjusted net income (b)

~~153~~142,~~126~~726

~~157~~150,~~254~~875

~~455,457~~

~~416,994~~

Adjusted EPS (b)

1.1610

1.1814

~~3.44~~

~~3.12~~

Adjusted EBITDA (b)

~~301~~298,~~385~~070

~~308~~285,~~292~~836

~~891,082~~

~~826,027~~

Net cash provided by operating activities

~~181~~139,~~144~~958

~~206~~208,~~757~~093

~~639,101~~

~~628,955~~

Adjusted free cash flow (b)

(1342,~~739~~046)

1867,~~824~~596

~~141,148~~

~~201,402~~

(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.

2320

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 ~~2025~~2026 were $5.253 billion, a 49.89% increase from net sales reported for the ~~third~~first quarter of fiscal year ~~2024~~2025 of $5.003 billion. The increase was due primarily to growth in the general merchandise and services division, as well as a net increase of nine clubs from the prior year period. Additionally, net sales were positively impacted by an increase in average retail price-per-gallon compared to the first quarter of fiscal year 2025, as well as an increase in comparable gallons sold.

Net sales for the first nine months of fiscal year 2025 were $15.5 billion, a 4.2% increase from net sales reported for the first nine months of fiscal year 2024 of $14.9 billion.

The increase for both comparative periods was due primarily to traffic and unit growth, particularly in the perishables, grocery, and sundries division, as well as a net increase of nine clubs from the prior year period. Net sales for the third quarter of fiscal year 2025 were also positively impacted by an increase in comparable gallons of gasoline sold compared to the third quarter of fiscal year 2024, while the increase in net sales for the first nine months of fiscal year 2025 was partially offset by a decrease in the average retail price-per-gallon of gasoline.

Comparable Club Sales and Merchandise Comparable Club Sales

We believe net sales isare 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 1, 2025		November 1, 2025
	May 2, 2026
Merchandise comparable club sales	1.85	%	~~2.6~~	%
Gasoline comparable sales	(04.7)8	%	~~(1.8)~~	%
Comparable club sales	16.13	%	~~0.8~~	%

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 1.85% ~~and~~ ~~2.6%~~ in the ~~third~~first quarter ~~and the first nine months~~ of fiscal year ~~2025~~2026, ~~respectively,~~ compared to the ~~same~~first ~~periods~~quarter inof fiscal year ~~2024~~2025, ~~primarily~~ driven by increased sales in the ~~perishables,~~general ~~grocery,~~merchandise and ~~sundries~~services division. ~~Sales~~ of ~~general~~7.1% ~~merchandise~~ and ~~services also increased during~~ the ~~third~~perishables, ~~quarter of fiscal year 2025~~grocery, ~~while~~and ~~the~~sundries ~~first~~division ~~nine months~~ of ~~fiscal year 2025 showed a decline in sales~~0.7%.

InGeneral ~~the~~merchandise ~~perishables, grocery,~~ and ~~sundries~~services ~~division,~~exhibited growth ~~was~~in ~~led~~the byfirst ~~fresh~~quarter ~~meat~~of ~~and~~fiscal ~~produce,~~year as2026 ~~well as dairy, nutrition, candy, and snack categories when~~ compared to the ~~third~~first quarter ~~and the first nine months~~ of fiscal year ~~2024.~~2025 ~~Third~~due ~~quarter~~to ~~growth~~strength ~~was~~in consumer electronics, partially offset by ~~decreased~~headwinds ~~demand~~in ~~for~~home ~~paper~~ and ~~household cleaning products~~fashion.

~~General~~In ~~merchandise and services exhibited growth in~~ the ~~third~~perishables, ~~quarter~~grocery, ofand ~~fiscal~~sundries ~~year~~division, ~~2025~~growth ~~compared~~was toled ~~the~~by ~~third~~fresh ~~quarter~~meat ofand ~~fiscal~~produce, ~~year~~as ~~2024~~well ~~due~~as tonon-alcoholic ~~strength~~beverage, innutrition, ~~services~~candy, ~~despite~~and ~~flat~~snack ~~performance in general merchandise~~ categories, ~~while~~when ~~the~~compared ~~division~~to ~~showed a slight decline for~~ the first ~~nine~~quarter ~~months~~ of fiscal year 2025 ~~compared to the same period in the prior year~~. ~~For~~First ~~the third~~ quarter ~~and~~growth ~~first~~was ~~nine~~partially ~~months~~offset ofby ~~2025,~~deflation ~~growth~~ in ~~consumer~~perishables, ~~electronics~~especially ~~and~~eggs, ~~apparel~~as ~~was~~well ~~partially~~as ~~offset~~decreases ~~by headwinds~~ in ~~large~~household ~~ticket~~cleaning ~~discretionary~~and ~~items~~health ~~in home~~ and ~~seasonal~~beauty categories.

The impact of gasoline sales is ~~primarily~~ a result of aan ~~decrease~~increase in retail prices year-over-year ~~for both comparative periods~~, ~~partially~~as ~~offset~~well byas an increase in comparable gallons sold.

Membership fee income

Membership fee income was $~~126~~132.34 million in the ~~third~~first quarter of fiscal year ~~2025~~2026 compared to $~~115~~120.04 million in the ~~third~~first quarter of fiscal year ~~2024~~2025, a 9.89% increase. The increase was primarily driven by strength in membership acquisition, retention and higher-tier membership penetration across both new and existing clubs.

~~Membership fee income was $370.0 million in the first nine months of fiscal year 2025 compared to $339.5 million in the first nine months of fiscal year 2024, an 9.0% increase.~~ 21

The increase for both comparative periods 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 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 $4.363 billion, or 83.08% of net sales, in the ~~third~~first quarter of fiscal year ~~2025~~2026 compared to $4.118 billion, or 8283.71% of net sales, in the ~~third~~first quarter of fiscal year ~~2024~~2025. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, ~~remained~~decreased ~~flat~~by approximately 10 basis points compared to the ~~prior~~first quarter of fiscal year ~~period~~2025, primarily driven by the Company’s continued investments in pricing, partially offset by tariff refund benefits recognized in the quarter.

Cost of sales was $12.9 billion, or 83.1% of net sales, in the first nine months of fiscal year 2025 compared to $12.4 billion, or 83.4% of net sales, in the first nine months of fiscal year 2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 10 basis points compared to the first nine months of fiscal year 2024. The Company continues to manage the business to drive profitable growth across the broader merchandise assortment.

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.

SG&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 increased by 75.49% to $~~788~~806.20 million in the ~~third~~first quarter of fiscal year ~~2025~~2026 from $~~733~~760.69 million in the ~~third~~first quarter of fiscal year ~~2024~~2025. The increase in SG&A was primarily driven by increased labor, occupancy, and operational costs mainly as a result of new club and gas station openings. Additionally, an increase in the number of owned clubs has resulted in increased depreciation expense year-over-year.

SG&A increased by 5.9% to $2.3 billion in the first nine months of fiscal year 2025 from $2.2 billion in the first nine months of fiscal year 2024.

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, as well as increased advertising costs. Additionally, an increase in the number of owned clubs has resulted in increased depreciation expense year-over-year. In the third quarter of fiscal year 2024, the Company benefitted from the net impact of legal settlements reached of approximately $20 million, which contributed to the increase in SG&A expenses year-over-year.

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 $714.80 million in the ~~third~~first quarter of fiscal year ~~2025~~2026 compared to $~~12.~~5.0 million in the ~~third~~first quarter of fiscal year ~~2024~~2025. Pre-opening expenses fluctuated due to timing of spend and the number of club openings year-over-year.

Pre-opening expenses were $16.1 million in the first nine months of fiscal year 2025 compared to $16.0 million in the first nine months of fiscal year 2024.

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

Interest expense, net

Interest expense, net was $1012.34 million in the ~~third~~first quarter of fiscal year ~~2025~~2026 compared to $1211.61 million in the ~~third~~first quarter of fiscal year ~~2024~~2025. The increase was primarily due to incremental interest expense on finance leases compared to the first quarter of fiscal year 2025, partially offset by a decrease in interest expense related to fluctuations in outstanding borrowings and interest rates year-over-year.

Interest expense, net was $31.8 million in the first nine months of fiscal year 2025 compared to $39.3 million in the first nine months of fiscal year 2024.

The decrease for both comparative periods was primarily due to fluctuations in outstanding borrowings and interest rates year-over-year.

Provision for income taxes

The effective income tax rate was 2627.90% and 2822.2% for the ~~third~~first quarter of fiscal years ~~2025~~2026 and ~~2024~~2025, respectively. The increase in the effective income tax rate was primarily attributable to lower tax benefits from stock-based compensation compared to the prior year period.

~~The effective income tax rate was 25.4% and 25.7% for the first nine months of fiscal years 2025 and 2024, respectively.~~22

The decrease in the effective income tax rate for both comparative periods was attributable to increased current year research and development tax credits compared to the prior year period. For the first nine months of fiscal year 2025, the decrease in the effective income tax rate was also driven by benefits recognized from the utilization of income tax credits.

Non-GAAP Financial Measures

The accompanying ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~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 12, ~~2025~~2026

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

~~November 1, 2025~~

~~November 2, 2024~~

Net income as reported

~~152~~142,~~050~~726

~~155~~149,~~748~~768

~~452,523~~

~~411,755~~

Adjustments:

Restructuring (a)

~~1,495~~—

21,~~091~~537

~~4,075~~

~~7,276~~

Tax impact of adjustments to net income (b)

~~(419)~~—

(~~585~~430)

~~(1,141)~~

~~(2,037)~~

Adjusted net income

~~153~~142,~~126~~726

~~157~~150,~~254~~875

~~455,457~~

~~416,994~~

Weighted-average diluted shares outstanding

~~131~~129,~~922~~383

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

~~132,396~~

~~133,764~~

Adjusted EPS (c)

1.1610

1.1814

~~3.44~~

~~3.12~~

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

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

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

Adjusted EBITDA

Adjusted EBITDA is defined as net income 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 net income to adjusted EBITDA for the periods presented:

Thirteen Weeks Ended

~~Thirty-nine Weeks Ended~~

(in thousands)

~~November~~May 12, ~~2025~~2026

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

~~November 1, 2025~~

~~November 2, 2024~~

Net income

~~152~~142,~~050~~726

~~155~~149,~~748~~768

~~452,523~~

~~411,755~~

Interest expense, net

1012,~~309~~367

1211,~~593~~099

~~31,801~~

~~39,299~~

Provision for income taxes

5552,~~992~~820

6142,~~042~~778

~~154,202~~

~~142,759~~

Depreciation and amortization

7276,~~318~~452

6569,~~679~~665

~~213,916~~

~~194,238~~

Stock-based compensation expense

813,~~987~~280

10,~~714~~654

~~33,586~~

~~29,640~~

Restructuring (a)

~~1,495~~—

21,~~091~~537

~~4,075~~

~~7,276~~

Other adjustments (b)

~~234~~425

~~425~~335

~~979~~

~~1,060~~

Adjusted EBITDA

~~301~~298,~~385~~070

~~308~~285,~~292~~836

~~891,082~~

~~826,027~~

(a) Represents charges related to the restructuring of certain corporate and club 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.

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 12, ~~2025~~2026, cash and cash equivalents totaled $4527.18 million and we had $~~989~~816.52 million 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.

InDuring the ~~first~~thirteen ~~nine~~weeks ~~months~~ended May 2, ~~of fiscal year 2025~~2026, we repurchased 12,~~335~~114,000 shares under the 2024 Repurchase Program for a total purchase price of $~~134~~206.76 million, inclusive of associated costs. We continue to prioritize disciplined capital allocation, balancing reinvestment in growth, and returns to shareholders through share repurchases.

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 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025
Net cash provided by operating activities	$	~~639~~139,~~101~~958	$	~~628~~208,~~955~~093
Net cash used in investing activities	(~~501~~184,~~185~~634)		(~~427~~142,~~553~~291)
Net cash used in financing activities	(121,069)		(203,578)
Net cash provided by (used in) financing activities	26,257		(54,590)
Net increase (decrease) in cash and cash equivalents	$	16,847	$	(2,176)
Net (decrease) increase in cash and cash equivalents	$	(18,419)	$	11,212

Net Operating Cash Flows

Net cash provided by operating activities was $~~639~~140.10 million for the ~~first~~thirteen ~~nine~~weeks ~~months~~ended May 2, of2026 ~~fiscal year 2025~~ compared to $~~629~~208.01 million for the ~~first~~thirteen ~~nine~~weeks ~~months~~ended ofMay 3, ~~fiscal year 2024~~2025. The ~~increase~~decrease was primarily due to afluctuations ~~$40.8 million increase~~ in ~~net~~working ~~income,~~capital ~~inclusive~~including ~~of a~~ $1991.70 million ~~increase~~related into ~~depreciation~~accounts ~~and~~receivable ~~amortization~~due ~~and~~to atiming ~~net increase in deferred income tax provisions~~ of ~~$20.9~~vendor, ~~million.~~customer, ~~Also~~and ~~impacting~~other ~~net operating~~ cash ~~flows were fluctuations in working capital~~receipts, including atariff ~~positive~~refunds; ~~impact of~~ $8054.47 million related to merchandise inventories, primarily driven by changes in inventory levels in our ~~general~~perishables ~~merchandise~~ and grocery divisions; ~~$22.1 million related to accounts receivable due to timing of vendor~~ and ~~customer~~gas ~~cash receipts; offset by $114.6 million related to accounts payable as a result of timing and volume of~~ inventory ~~purchases~~due ~~and~~primarily ~~vendor payments; $50.4 million related~~ to ~~accrued~~increased ~~expenses,~~cost ~~primarily~~per ~~driven by accruals for vendor invoices and the change in accrued incentive compensation as a result of differences in the expected achievement from period-to-period~~gallon; and $2946.3 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 and volume of inventory purchases as the Company prepares for holiday seasons; lease-related activity; and income tax and other payments.24

prepaid expenses and other current assets, primarily driven by increases in income taxes receivable as a result of purchased tax credits. These negative working capital fluctuations were partially offset by $129.2 million related to accounts payable as a result of timing and volume of inventory purchases and vendor payments.

Our net cash from operating activities can fluctuate from period to period due to several factors, including: the timing and mix of sales, the timing and volume of inventory purchases as the Company prepares for holiday seasons, lease-related activity, income tax and other payments.

Net Investing Cash Flows

Net cash used in investing activities was $~~501~~184.26 million for the ~~first~~thirteen ~~nine~~weeks ~~months~~ended May 2, of2026 ~~fiscal year 2025~~ compared to $~~427~~142.63 million for the ~~first~~thirteen ~~nine~~weeks ~~months~~ended ofMay 3, ~~fiscal year 2024~~2025. This fluctuation is primarily driven by an increase in capital spending of $7341.45 million as we continue to execute on our growth strategy ~~with~~through investment in new clubs in our pipeline, as well as strategic enhancements across our distribution network.

Net Financing Cash Flows

Net cash ~~used~~provided inby financing activities for the ~~first~~thirteen ~~nine~~weeks ~~months~~ended May 2, of2026 ~~fiscal year 2025~~ was $~~121~~26.13 million compared to $~~203~~54.6 million ~~for~~used ~~the~~in ~~first~~financing ~~nine~~activities ~~months~~for ofthe ~~fiscal~~thirteen ~~year~~weeks ~~2024~~ended May 3, 2025. The ~~decrease~~increase in cash ~~used~~provided is primarily due to $25255.0 million of net borrowings on our ABL Revolving Facility for the ~~first~~thirteen ~~nine~~weeks ~~months~~ended May 2, of2026 ~~fiscal year 2025~~ compared to net payments of $7425.0 million in the ~~first~~thirteen ~~nine~~weeks ~~months~~ended ofMay 3, ~~fiscal year 2024~~2025, partially offset by a $12184.24 million increase in the acquisition of treasury stock compared to the prior year period.

Adjusted Free Cash Flow

We present adjusted free cash flow, a non-GAAP measure, because 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

~~Thirty-nine Weeks Ended~~

(in thousands)

~~November~~May 12, ~~2025~~2026

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

~~November 1, 2025~~

~~November 2, 2024~~

Net cash provided by operating activities

~~181~~139,~~144~~958

~~206~~208,~~757~~093

~~639,101~~

~~628,955~~

Less: Additions to property and equipment, net of disposals

(~~194~~182,~~883~~004)

(~~187~~140,~~933~~497)

~~(500,948)~~

~~(427,553)~~

Plus: Proceeds from sale-leaseback transactions

—

~~2,995~~

—

Adjusted free cash flow

(1342,~~739~~046)

1867,~~824~~596

~~141,148~~

~~201,402~~

Adjusted free cash flow decreased $109.6 million during ~~third~~the first quarter of fiscal year ~~2025~~2026 compared to the ~~third~~first quarter of fiscal year ~~2024~~2025. The ~~fluctuation~~decrease is ~~primarily~~driven ~~the~~by ~~result~~a ofdecrease in cash provided by operating activities, primarily due to unfavorable ~~changes~~fluctuations in working capital, and an increase in capital spending.

Adjusted free cash flow decreased to $141.1 million for the first nine months of fiscal year 2025 compared to $201.4 million for the first nine months of fiscal year 2024. The fluctuation is primarily the result of an increase in capital spending, partially offset by higher cash flows from operating activities driven by higher net income.

Debt and Borrowing Capacity

Our primary source of borrowing capacity is the ABL Revolving Facility, which 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 $1.220 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 November 4, 2024, we entered into the Fifth Amendment of the First Lien Term Loan with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, and the lenders party thereto.

At November 1, 2025, there was $200.0 million outstanding in loans under the ABL Revolving Facility and $10.5 million in outstanding letters of credit. The interest rate on the revolving credit facility was 5.07% and unused capacity was $989.5 million.25

AtLoan ~~November 1,~~Credit ~~2025~~Agreement immediately prior to the effectiveness of the Fifth Amendment. In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate ~~for~~from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum. The maturity date of the First Lien Term Loan ~~was 5.88% and~~is ~~there was~~February ~~$400.0~~3, ~~million outstanding~~2029.

29At May 2, 2026, there was $375.0 million outstanding in loans under the ABL Revolving Facility and $8.8 million in outstanding letters of credit. The interest rate on the revolving credit facility was 4.75% and unused capacity was $816.2 million.

At May 2, 2026, the interest rate for the First Lien Term Loan was 5.41% and there was $400.0 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, executive employment, transferable tax credits, and other agreements. These material cash commitments impact our short-term and long-term liquidity and capital needs. As of ~~November~~May 12, ~~2025~~2026, other than a cash commitment of approximately $8785 million, expected to be paid in the first ~~half~~quarter of fiscal year ~~2026~~2027, related to the purchase of transferable tax credits, and 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 ~~2024~~2025.

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 ~~2024~~2025 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 ~~2024~~2025. 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 aside from the adoption of ASU 2025-12, which impacts the accounting for treasury shares upon retirement.

Refer to “Note 2. Summary of Significant Accounting Policies” included in this Quarterly Report on Form 10-Q for additional information regarding recently issued and recently adopted 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 12, ~~2025~~2026, our total debt outstanding was $~~600~~775.0 million, which included $~~200~~375.0 million under our ABL Revolving Facility and $400.0 million under our First Lien Term Loan at interest rates of 54.0775% and 5.8841%, 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 $67.08 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 12, ~~2025~~2026.

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 ~~2024~~2025.

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 ~~2025~~2026.

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 3, 2025 to August 30, 2025	130,000	$	96.77	130,000	$	940,046
February 1, 2026 to February 28, 2026	36,606	$	95.80	—	$	749,699
August 31, 2025 to October 4, 2025	730,007	95.52		720,000	871,247
March 1, 2026 to April 4, 2026	2,106,966	96.93		1,922,690	562,910
October 5, 2025 to November 1, 2025	55,431	90.90		55,000	866,247
April 5, 2026 to May 2, 2026	191,500	93.72		191,310	544,980
Total	~~915~~2,~~438~~335,072			~~905~~2,114,000

(a)Includes 1036,~~007~~606 shares of common stock for the period ~~August~~February 311, ~~2025~~2026 to ~~October~~February 28, 2026, 184,276 shares of common stock for the period March 1, 2026 to April 4, ~~2025~~2026, and ~~431~~190 shares of common stock for the period ~~October~~April 5, ~~2025~~2026 to ~~November~~May 12, ~~2025~~2026 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, 2024, the Company’s board of directors approved the 2024 Share Repurchase Program. The authorization allows the Company to repurchase up to $1.000 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.

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Item 5. Other Information.

10b5-1 Trading Plans

OnNone ~~September~~of 2,our ~~2025,~~directors ~~Ms.~~or ~~Laura Felice~~“officers,” ~~executive~~as ~~vice~~defined ~~president,~~in ~~chief~~Rule ~~financial~~16a-1(f) ~~officer~~under of the ~~company,~~Securities ~~adopted~~Exchange aAct ~~trading arrangement with respect to the sale~~ of ~~securities~~1934, ofadopted ~~the~~or ~~Company's~~terminated ~~common~~a ~~stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act~~ Rule 10b5-1~~(c)~~ (atrading ~~“Rule~~plan ~~10b5-1~~or ~~Trading~~arrangement ~~Plan”).~~or ~~Ms.~~a ~~Felice’s~~ non-Rule 10b5-1 ~~Trading~~trading ~~Plan,~~plan ~~which~~or ~~expires on December 1~~arrangement, ~~2026,~~as ~~provides~~defined ~~for~~in ~~the~~Item ~~sale~~408(c) of upRegulation ~~to 87~~S-K,~~167~~ ~~shares~~during ofthe ~~common~~fiscal ~~stock~~quarter ~~pursuant~~covered toby ~~the~~this ~~terms of the plan~~report.

Item 6. Exhibits.

Exhibit Number			Exhibit Description
10.1			Amended and Restated Non-Employee Director Compensation Policy, effective as of March 3, 2026 (filed herewith).
10.2			Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, effective as of April 1, 2026 (filed herewith).
10.3			Performance-Vesting Restricted Stock Unit Award Grant Notice and Performance-Vesting Restricted Stock Unit Award Agreement, effective as of April 1, 2026 (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 26, 2025	By:	/s/ Laura L. Felice
Date: May 28, 2026	By:	/s/ Laura L. Felice
		Laura L. Felice
		Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

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