What changed in this filing

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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-18 · 45 added, 14 removed, 155 unchanged (28% of the section changed)

22 unchanged sentences

10b5-1 Trading Plans

On December 22, 2023 , Mr.

On November 29, 2024 , Mr.

Eddy , president, chief executive officer of the Company, adopted a trading arrangement with respect to the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”).

Eddy’s Rule 10b5-1 Trading Plan, which has a term of eight months , provides for the sale of up to 99,000 shares of common stock pursuant to the terms of the plan.

Eddy’s Rule 10b5-1 Trading Plan, which expires on December 1, 2025 , provides for the sale of up to 405,698 shares of common stock pursuant to the terms of the plan.

On December 10, 2024 , Mr.

William Werner , executive vice president, strategy and development , adopted a Rule 10b5-1 Trading Plan.

Werner’s Rule 10b5-1 Trading Plan, which expires on July 15, 2025 , provides for the sale of up to 34,192 shares of common stock pursuant to the terms of the plan.

On January 14, 2025 , Mr.

Joseph McGrail , senior vice president, controller of the company, adopted a Rule 10b5-1 Trading Plan.

McGrail’s Rule 10b5-1 Trading Plan, which has a term of six months , provides for the sale of up to 1,000 shares of common stock pursuant to the terms of the plan.

McGrail’s Rule 10b5-1 Trading Plan, which expires on December 31, 2025 , provides for the sale of up to 2,100 shares of common stock pursuant to the terms of the plan.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

24 unchanged sentences

001-38559) filed on June 21, 2022 and incorporated herein by reference).

3.2 Third Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.1 to the Company’s C urrent Report on Form 8-K (File No.

3.2 Third Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-385591) filed May 19, 2023 and incorporated herein by reference.

4.1 Description of the Company's Securities (filed herewith).

4.1 Description of the Company's Securities (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 18, 2024 and incorporated herein by reference).

10.1 Amended and Restated Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and issuers party thereto from time to time, dated as of February 3, 2017 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

6 unchanged sentences

333-229593) on February 11, 2019 and incorporated herein by reference).

10.2.2 Second Refinancing Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of January 29, 2020 ( previously filed as Exhibit 10.2 .

2 to the Company's Annual Report on Form 10-K (File No.

001-38559 ) on March 16, 2023 and incorporated herein by reference).

3 unchanged sentences

001-38559) filed on October 12, 2023 and incorporated herein by reference).

10.2.5 Fifth Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of November 4, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38559) filed on November 4, 2024 and incorporated herein by reference).

10.3 Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Bank of America, N.A., as administrative agent and the other lenders and issuers party thereto from time to time, dated as of July 28, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

3 unchanged sentences

001-38559) on May 14, 2021 and incorporated herein by reference).

10.4.1# Amendment No.

1 to Employment Agreement between Robert W.

Eddy and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-38559) on November 27, 2024 and incorporated herein by reference).

10.5# Employment Agreement between Laura L.

1 unchanged sentence

001-38559) on May 14, 2021 and incorporated herein by reference).

10.5.1# Amendment No.

1 to Employment Agreement between Laura L.

Felice and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38559) on November 27, 2024 and incorporated herein by reference).

10.6# Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of May 10, 2021 (previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File No.

001-38559) on May 14, 2021 and incorporated herein by reference).

10.6.1# Amendment No.

1 to Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No.

001-38559) on November 27, 2024 and incorporated herein by reference).

10.7# Employment Agreement between Jeff Desroches and BJ's Wholesale Club, Inc., dated as of April 8, 2018 (previously filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 17, 2022 and incorporated herein by reference).

10.7.1# Post-Resignation Agreement between Jeff Desroches and BJ's Wholesale Club, Inc., effective as of November 5, 2024 (filed herewith).

10.8# Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of January 30, 2020 (previously filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 19, 2021 and incorporated herein by reference).

10.8.1# Amendment No.

1 to Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No.

001-38559) on November 27, 2024 and incorporated herein by reference).

10.9# Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of March 22, 2023 (filed herewith).

10.9.1# Amendment No.

1 to Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).

10.10# Fourth Amended and Restated 2011 Stock Option Plan of the Company, effective as of March 24, 2016 (previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.

10 unchanged sentences

333-229593) on February 11, 2019 and incorporated herein by reference).

10.13# Amended and Restated Non-Employee Director Compensation Policy, effective as of January 29, 2023 (filed herewith).

10.14# Amended and Restated Non-Employee Director Compensation Policy, effective as of January 29, 2023 (previously filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 18, 2024 and incorporated herein by reference).

10.15# Form of Indemnification Agreement for Executive Officers and Directors (previously filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No.

4 unchanged sentences

001-38559) on March 19, 2021 and incorporated herein by reference).

10.16 Amended and Restated Insider Trading Compliance Policy, effective as of September 13, 2023 (filed herewith).

10.17# BJ's Wholesale Club, Inc.

1 unchanged sentence

001-38559) on November 22, 2023 and incorporated herein by reference).

21.1 List of Subsidiaries of the Company (filed herewith).

10.17.1# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc.

Executive Deferred Equity Program, effective as of September 9, 2024 (filed herewith).

10.17.2# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc.

Non-Employee Director Deferred Compensation Program, effective as of September 9, 2024 (filed herewith).

19.1 Amended and Restated Insider Trading Compliance Policy, effective as of September 13, 2023 (previously filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 18, 2024 and incorporated herein by reference).

21.1 List of Subsidiaries of the Company (previously filed as Exhibit 21.1 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 18, 2024 and incorporated herein by reference).

23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith).

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

97 Amended and Restated Compensation Recovery Policy, effective as of October 26, 2023 (filed herewith).

97 Amended and Restated Compensation Recovery Policy, effective as of October 26, 2023 (previously filed as Exhibit 97 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 18, 2024 and incorporated herein by reference).

101.INS Inline XBRL Instance Document

25 unchanged sentences

March 14, 2025

/s/ Christopher J.

Christopher J.

March 18, 2024

/s/ Darryl Brown

March 14, 2025

/s/ David Burwick

David Burwick

March 14, 2025

/s/ Maile Clark

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures