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

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock trades on the NYSE under the symbol "BJ". As of the end of business on March 5, 2025, the trading price of our common stock closed at $100.09 per share. Holders As of March 5, 2025, there were approximately four record holders of our common stock. This number does not include beneficial owners whose shares were held in street name. Dividends We do not currently expect to pay any cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of debt or repurchase of common stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. Performance Graph The following graph illustrates a comparison of the cumulative total return on our common stock with the cumulative total return for (i) the S&P 500 Index and (ii) the S&P 500 Retail Index for the period from February 1, 2020 through February 1, 2025. The graph assumes an investment of $100 in our common stock and in each index at market close on February 1, 2020 and the reinvestment of all dividends. The comparisons in the table are not intended to forecast or be indicative of possible future performance of our common stock. 33 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023 February 3, 2024 February 1, 2025 BJ’s Wholesale Club, Inc. $ 100.00 $ 205.02 $ 282.31 $ 339.67 $ 314.38 $ 482.70 S&P 500 100.00 117.25 141.87 132.47 164.06 202.59 S&P 500 Retail 100.00 141.39 149.72 123.99 174.14 227.91 Issuer Purchases of Equity Securities The following table sets forth information regarding our purchases of shares of our common stock during the fourth quarter of fiscal year 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in thousands) November 3, 2024 - November 30, 2024 — $ — — $ 61,017 December 1, 2024 - January 4, 2025 325,000 94.72 325,000 30,233 January 5, 2025 - February 1, 2025 320,294 94.39 320,294 1,000,000 Total 645,294 645,294 (1) No shares of common stock were surrendered to the Company by employees to satisfy their tax withholding obligations in connection with the vesting of restricted stock and performance stock awards during the fourth quarter of fiscal year 2024. See " Note 12 . Treasury Shares and Share Repurchase Programs" in the Notes to Audited Consolidated Financial Statements included in this Annual Report on Form 10-K. (2) Excludes the impact of excise tax imposed on share repurchases pursuant to the Inflation Reduction Act. 34 (3) On November 18, 2021, the Company announced that on November 16, 2021, the Company’s board of directors approved the 2021 Repurchase Program, that allowed the Company to repurchase up to $500.0 million of its outstanding common stock. The 2021 Repurchase Program expired in the fourth quarter of fiscal 2024. On November 18, 2024, the Company's board of directors approved a new share repurchase program. The authorization allows the Company to repurchase up to $1.0 billion of its outstanding common stock and will expire in January 2029. Recent Sales of Unregistered Securities None. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of February 1, 2025, regarding our common stock that may be issued under the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Incentive Award Plan"), the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club Holdings, Inc., as amended (the "2011 Stock Option Plan"), the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc., as amended (the "2012 Director Stock Option Plan") and the BJ’s Wholesale Club Holdings, Inc. Employee Stock Purchase Plan. Plan category: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by stockholders 2018 Incentive Award Plan (1) 1,803,289 (2) $ 19.33 (3) 4,518,327 2011 Stock Option Plan 625 5.72 — 2012 Director Stock Option Plan 11,813 7.00 — ESPP (4) — 2,785,722 (5) Total equity compensation plans approved by stockholders 1,815,727 7,304,049 Equity compensation plans not approved by stockholders — — Total equity compensation plans approved and not approved by stockholders 1,815,727 7,304,049 (1) In connection with our IPO, we adopted the 2018 Incentive Award Plan and will not make future grants or awards under the 2011 Stock Option Plan or the 2012 Director Stock Option Plan. The shares available for grant under the 2018 Incentive Award Plan includes 985,369 shares of common stock that, as of July 2, 2018, remained available for issuance, collectively, under the 2011 Stock Option Plan and the 2012 Director Stock Option Plan. (2) Includes (i) 368,794 shares of common stock issuable pursuant to restricted stock units outstanding, (ii) 808,349 shares of common stock issuable upon the exercise of outstanding options, and (iii) 626,146 shares of common stock issuable pursuant to performance stock units as of February 1, 2025. (3) Because there is no exercise price associated with the restricted stock units and performance stock units, such units are not included in the weighted-average exercise price calculation. (4) Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period. 35 (5) The aggregate number of shares of common stock reserved for issuance under our 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 board of directors. Item 6. Reserved Not applicable.