BJ's Wholesale Club Holdings, Inc. 10-Q

Item 5. Other Information. Employment Agreement Amendments Following an ordinary course review of our existing compensation arrangements, we entered into amendments (the “Amendments”) to employment agreements with each of Messrs. Eddy, Cichocki and Werner and Ms. Felice. The Amendments are effective as of November 23, 2024. The Amendments modify the criteria permitting a termination for cause by the Company as well as include technical language relating to Section 409A of the Internal Revenue Code of 1986, as amended, and are filed with this Quarterly Report on Form 10-Q as Exhibits 10.1, 10.2, 10.3 and 10.4. Additionally, the amendment to Mr. Eddy’s employment agreement revises the definition of “Good Reason” to include his removal from the role of Chairman of the board of directors of the Company or to the extent he becomes ineligible to serve in such role due to an amendment to the Company’s bylaws or corporate governance polices. The foregoing description of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, which are incorporated herein by reference. 10b5-1 Trading Plans None of our directors or "officers," as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this report. 32 Item 6. Exhibits. Exhibit Number Exhibit Description 10.1 Amendment No. 1 to Employment Agreement between Robert W. Eddy and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith). 10.2 Amendment No. 1 to Employment Agreement between Laura L. Felice and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith). 10.3 Amendment No. 1 to Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith). 10.4 Amendment No. 1 to Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith). 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101.INS Inline XBRL Instance Document (filed herewith) 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith) 101.PRE Inline XBRL Taxonomy Extension Linkbase Document (filed herewith) 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith) 33 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BJ’S WHOLESALE CLUB HOLDINGS, INC. Date: November 27, 2024 By: /s/ Laura L. Felice Laura L. Felice Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized Signatory) 34