What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-29 compared with 2024-11-27 · 117 added, 173 removed, 319 unchanged (48% of the section changed)

3 unchanged sentences

(Amounts in thousands, except par value)

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

Current assets:

27 unchanged sentences

Common stock, par value $ 0.01 ;

300,000 shares authorized, 148,776 shares issued and 132,094 outstanding at November 2, 2024;

300,000 shares authorized, 149,743 shares issued and 132,051 outstanding at May 3, 2025;

148,965 shares issued and 131,638 outstanding at February 1, 2025;

and 147,470 shares issued and 133,494 outstanding at October 28, 2023

and 148,247 shares issued and 132,708 outstanding at May 4, 2024

1,497 1,489 1,482

2 unchanged sentences

Accumulated other comprehensive income 231 231 501

Treasury stock, at cost, 16,682 shares at November 2, 2024;

Treasury stock, at cost, 17,692 shares at May 3, 2025;

17,327 shares at February 1, 2025;

and 13,976 shares at October 28, 2023

and 15,539 shares at May 4, 2024

( 977,664 ) ( 936,359 ) ( 774,670 )

6 unchanged sentences

Thirteen Weeks Ended

November 2, 2024 October 28, 2023

May 3, 2025 May 4, 2024

Net sales $ 5,033,094 $ 4,807,129

6 unchanged sentences

Interest expense, net 11,099 13,951

Income from operations before income taxes 216,790 181,371

Income before income taxes 192,546 146,804

Provision for income taxes 42,778 35,785

11 unchanged sentences

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

Thirty-nine Weeks Ended

November 2, 2024 October 28, 2023

Net sales $ 14,883,793 $ 14,299,132

Membership fee income 339,485 312,273

Total revenues 15,223,278 14,611,405

Cost of sales 12,407,836 11,932,120

Selling, general and administrative expenses 2,205,674 2,081,392

Pre-opening expenses 15,955 11,479

Operating income 593,813 586,414

Interest expense, net 39,299 48,968

Income from continuing operations before income taxes 554,514 537,446

Provision for income taxes 142,759 159,666

Income from continuing operations 411,755 377,780

Income from discontinued operations, net of income taxes — 89

Net income $ 411,755 $ 377,869

Income per share attributable to common stockholders—basic:

Income from continuing operations $ 3.11 $ 2.84

Income from discontinued operations — —

Net income $ 3.11 $ 2.84

Income per share attributable to common stockholders—diluted:

Income from continuing operations $ 3.08 $ 2.79

Income from discontinued operations — —

Net income $ 3.08 $ 2.79

Weighted-average shares of common stock outstanding:

Basic 132,304 133,232

Diluted 133,764 135,338

Other comprehensive loss:

Amounts released from accumulated other comprehensive income, net of tax $ — $ ( 501 )

Total other comprehensive loss — ( 501 )

Total comprehensive income $ 411,755 $ 377,368

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

13 unchanged sentences

Balance, May 3, 2025 149,743 $ 1,497 $ 1,095,105 $ 1,852,416 $ 231 ( 17,692 ) $ ( 977,664 ) $ 1,971,585

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.

Common Stock Additional

5 unchanged sentences

Shares Amount Shares Amount

Balance, January 28, 2023 146,347 $ 1,463 $ 958,555 $ 644,490 $ 1,550 ( 12,444 ) $ ( 559,221 ) $ 1,046,837

Net income — — — 116,077 — — — 116,077

Other comprehensive loss, net of tax — — — — ( 501 ) — — ( 501 )

Common stock issued under stock incentive plans 1,033 10 ( 10 ) — — — — —

Stock-based compensation expense — — 10,007 — — — — 10,007

Exercise of stock options — — 1,675 — — — — 1,675

Acquisition of treasury stock — — — — — ( 560 ) ( 42,369 ) ( 42,369 )

Balance, April 29, 2023 147,380 $ 1,473 $ 970,227 $ 760,567 $ 1,049 ( 13,004 ) $ ( 601,590 ) $ 1,131,726

Net income — — — 131,325 — — — 131,325

Common stock issued under stock incentive plans 2 — — — — — — —

Common stock issued under ESPP 61 1 3,254 — — — — 3,255

Stock-based compensation expense — — 9,624 — — — — 9,624

Exercise of stock options — — 261 — — — — 261

Acquisition of treasury stock — — — — — ( 719 ) ( 44,902 ) ( 44,902 )

Balance, July 29, 2023 147,443 $ 1,474 $ 983,366 $ 891,892 $ 1,049 ( 13,723 ) $ ( 646,492 ) $ 1,231,289

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

3 unchanged sentences

Acquisition of treasury stock — — — — — ( 763 ) ( 56,905 ) ( 56,905 )

Balance, October 28, 2023 147,470 $ 1,475 $ 993,178 $ 1,022,359 $ 1,049 ( 13,976 ) $ ( 664,365 ) $ 1,353,696

Balance, May 4, 2024 148,247 $ 1,482 $ 1,020,857 $ 1,279,250 $ 501 ( 15,539 ) $ ( 774,670 ) $ 1,527,420

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Thirty-nine Weeks Ended

November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Amortization of debt issuance costs and accretion of original issue discount 273 277

Debt extinguishment charges — 1,830

Stock-based compensation expense 10,654 8,590

Deferred income tax provision ( 10,181 ) 12,149

Deferred income tax (benefit) provision ( 4,913 ) 1,409

Changes in operating leases and other non-cash items ( 24,397 ) 2,922

10 unchanged sentences

Additions to property and equipment, net of disposals ( 140,497 ) ( 105,741 )

Proceeds from sale-leaseback transactions — 12,310

Other investing activities ( 1,794 ) —

Net cash used in investing activities ( 142,291 ) ( 105,741 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of long term-debt — 305,041

Payments on long-term debt — ( 355,041 )

Proceeds from revolving lines of credit 66,000 193,000

Payments on revolving lines of credit ( 91,000 ) ( 242,000 )

Debt issuance costs paid — ( 1,722 )

Net cash received from stock option exercises 5,014 5,865

Net cash received from ESPP 3,411 3,255

Acquisition of treasury stock ( 41,305 ) ( 57,256 )

2 unchanged sentences

Net cash used in financing activities ( 54,590 ) ( 96,061 )

Net decrease in cash and cash equivalents ( 2,176 ) ( 364 )

Net increase (decrease) in cash and cash equivalents 11,212 ( 955 )

Cash and cash equivalents at beginning of period 28,272 36,049

12 unchanged sentences

BJ’s Wholesale Club Holdings, Inc.

and its wholly-owned subsidiaries 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 our omnichannel capabilities.

Additionally, the Company provides access to coupons and promotions to deliver further value to our members.

As of November 2, 2024, the Company operated 247 warehouse clubs and 182 gas stations in 20 states.

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.

As of May 3, 2025, BJ's operated 255 warehouse clubs and 190 gas stations in 21 states.

Summary of Significant Accounting Policies

8 unchanged sentences

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 2, 2024 and October 28, 2023 are referred to herein as the "third quarter of fiscal year 2024" and the "third quarter of fiscal year 2023," respectively.

The thirty-nine week periods ended November 2, 2024 and October 28, 2023 are referred to herein as the "thirty-nine weeks ended November 2, 2024" and the "thirty-nine weeks ended October 28, 2023," respectively.

Operating results for the thirteen week and thirty-nine week periods ended November 2, 2024 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending February 1, 2025.

The thirteen-week periods ended May 3, 2025 and May 4, 2024 are referred to herein as the "first quarter of fiscal year 2025" and the "first quarter of fiscal year 2024," respectively.

Operating results for the thirteen week period ended May 3, 2025 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending January 31, 2026.

5 unchanged sentences

ASU 2023-09 requires all entities to disclose, on an annual basis, the amount of income taxes paid (net of refunds received), disaggregated between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid.

The new standard is effective for fiscal years beginning after December 15, 2024, on a prospective basis.

Early adoption and retrospective application are permitted.

The Company is currently evaluating the impact the adoption of this new pronouncement will have on its financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which expands the segment reporting disclosures and requires disclosure of segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment

profit or loss, amounts and description of its composition for other segment items, and interim disclosure of a reportable segment’s profit or loss and assets.

Additionally, the amendments require the disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and deciding how to allocate resources.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

The new pronouncement will not have an impact on the Company's consolidated balance sheet, statement of operations and comprehensive income, statement of stockholders' equity, or statement of cash flows.

The Company continues to evaluate the impact of enhanced disclosure requirements on the notes to the consolidated financial statements.

The Company will adopt this new pronouncement as part of its annual report as of and for the fiscal year ended January 31, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

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 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.

3 unchanged sentences

Revenue is recorded at the point-of-sale based on the transaction price, net of any applicable discounts, sales tax, and expected refunds.

For e-commerce sales, the Company recognizes sales when control of the merchandise is transferred to the customer, which is typically at the time of shipment.

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.

Rewards programs

The Company’s BJ’s Perks Rewards membership program which was in place in fiscal year 2022 and the first month of fiscal year 2023, allowed participating members to earn 2 % cash back, up to a maximum of $ 500 per year, on qualified purchases made at BJ’s.

The Company also offered a co-branded credit card program, the My BJ’s Perks program, which allowed My BJ’s Perks Mastercard credit card holders to earn up to a 10 -cent per gallon discount on gasoline, up to 5 % cash back on eligible purchases made in BJ’s clubs or online at bjs.com, and up to 2 % cash back on purchases made with the card outside of BJ’s.

Cash back was in the form of electronic awards issued in $ 10 increments that could be used online or in-club and expired six months from the date issued.

In the first quarter of fiscal year 2023, the Company rebranded the rewards program.

The former BJ's Perks Rewards membership program is now the Club+ program, whereby participating members earn 2 % cash back, up to a maximum of $ 500 per year, on qualified purchases made at BJs and a 5 -cent per gallon discount at BJ's gas locations.

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 at BJ's, 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 awards issued to each member once $ 10 in rewards have been earned.

Earned rewards under the Club+ program do not expire.

The Company's co-branded credit card program is now the BJ's One and BJ's One+ program, which allows cardholders with the opportunity to earn up to 5 % cash back on purchases made in BJ's clubs or online at bjs.com and up to a 15 -cent per gallon discount on gasoline when paying with a BJ's One or BJ's One+ Mastercard at our BJ’s gas locations.

Cash back is in the form of electronic awards issued to each member monthly on their credit card statement date.

Earned rewards under the co-branded credit card program do not expire.

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 awards 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 award dollars earned in deferred revenue at the time the award dollars are earned.

Earned awards may be redeemed on future purchases made at the Company.

The Company recognizes revenue related to earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or on the Company’s website or mobile app.

The Company recognizes royalty revenue related to the outstanding My BJ's Perks and BJ's One and BJ's One+ credit card programs based upon actual customer activities, such as reward redemptions.

Additionally, the Company deferred revenue for funds received related to marketing, integration costs, and other long-term initiatives in connection with the new co-brand credit card program and will recognize these funds into revenue as performance obligations are satisfied.

The Company charges a membership fee to its customers, which allows customers to shop in the Company’s clubs, shop on the Company’s website, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally 12 months.

Earned awards may be redeemed on future purchases made at BJ's.

The Company recognizes revenue related to earned awards when customers redeem such awards 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 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 12 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, 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.

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

2 unchanged sentences

Contract Balances

The following table summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers (in thousands):

November 2, 2024 February 3, 2024 October 28, 2023

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

May 3, 2025 February 1, 2025 May 4, 2024

Rewards programs:

Earned award dollars $ 59,408 $ 49,135 $ 46,816

Royalty revenue $ 6,913 $ 9,972 $ 4,982

8 unchanged sentences

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 revenue recognized during the period that was included in the opening deferred balance as of February 3, 2024 and January 28, 2023 (in thousands) :

Thirty-nine Weeks Ended

November 2, 2024 October 28, 2023

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

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Earned rewards balance, beginning of period $ 57,474 $ 49,135

Rewards earned 88,197 75,383

Revenue recognized on rewards ( 84,383 ) ( 71,184 )

Earned rewards balance, end of period $ 61,288 $ 53,334

Earned award dollars are combined in one homogeneous pool and are not separately identifiable.

Revenue recognized on rewards consists of awards that were included in the deferred revenue balance at the beginning of the period as well as awards that were earned during the period.

The following table summarizes the Company's revenue recognized during the period that was included in the opening deferred balance, excluding earned award dollars, as of February 1, 2025 and February 3, 2024 (in thousands) :

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Rewards programs:

Earned award dollars $ 49,135 $ 34,676

Royalty revenue $ 9,972 $ 4,593

9 unchanged sentences

Disaggregation of Revenue

The Company’s club retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of its consolidated total revenues and are the Company’s only reportable segment.

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Grocery 72 % 70 % 71 % 71 %

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Perishables, Grocery, and Sundries 73 % 71 %

General Merchandise and Services 9 % 10 %

2 unchanged sentences

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

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

ABL Revolving Facility $ 150,000 $ 175,000 $ 270,000

14 unchanged sentences

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 2, 2024, there was $ 245.0 million outstanding in loans under the ABL Revolving Facility and $ 12.8 million in outstanding letters of credit.

The interest rate on the ABL Revolving Facility was 5.77 % and unused capacity was $ 942.2 million.

As of February 3, 2024 and October 28, 2023, the interest rate on the ABL Revolving Facility was 6.44 % and 6.43 %, respectively.

As of May 3, 2025, there was $ 150.0 million outstanding in loans under the ABL Revolving Facility and $ 13.5 million in outstanding letters of credit.

The interest rate on the ABL Revolving Facility was 5.42 % and unused capacity was $ 1.0 billion.

As of February 1, 2025 and May 4, 2024, the interest rate on the ABL Revolving Facility was 5.41 % and 6.41 %, respectively.

First Lien Term Loan

2 unchanged sentences

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.

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 2, 2024, 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.

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 2, 2024, February 3, 2024, and October 28, 2023.

The interest rate on the First Lien Term Loan was 6.76 %, 7.33 %, and 7.35 % at November 2, 2024, February 3, 2024, and October 28, 2023, respectively.

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.

1 unchanged sentence

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.

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 May 3, 2025, 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 May 3, 2025, February 1, 2025, and May 4, 2024.

The interest rate on the First Lien Term Loan was 6.07 %, 6.08 %, and 7.32 % at May 3, 2025, February 1, 2025, and May 4, 2024, respectively.

Commitments and Contingencies

1 unchanged sentence

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 loss to the condensed consolidated financial statements.

The Company does not believe the resolution of any current proceedings will result in a material impact to the consolidated financial statements.

Gain contingencies are recognized when they are realized or realizable.

Stock Incentive Plans

7 unchanged sentences

(1) shares subject to a stock appreciation right ("SAR") that are not issued in connection with the stock settlement of the SAR upon its exercise and (2) shares purchased on the open market with the cash proceeds from the exercise of options under the 2018 Plan.

As of November 2, 2024, there were 4,516,202 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the thirty-nine weeks ended November 2, 2024 (shares in thousands):

As of May 3, 2025, there were 4,283,687 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the thirteen weeks ended May 3, 2025 (shares in thousands):

Stock Options Restricted Stock Restricted Stock Units Performance Stock

7 unchanged sentences

Exercised/vested ( 299 ) 16.74 ( 177 ) 72.08 ( 115 ) 74.65 ( 367 ) 62.69

Outstanding, November 2, 2024 963 $ 19.23 294 $ 73.38 369 $ 75.34 628 $ 69.53

(a) Shares outstanding reflect a 100 % payout, however, the actual payout for the remaining performance stock awards granted in fiscal year 2021 is expected to be 200 %.

Actual payout for the performance stock awards granted in each of fiscal year 2022 and 2023, which vest in fiscal year 2025 and 2026, respectively, could be below 100 % or up to 200 %.

Outstanding, May 3, 2025 522 $ 20.52 111 $ 75.38 491 $ 95.27 572 $ 84.78

(a) Shares outstanding reflect a 100 % payout, however, the actual payout for the remaining performance stock awards granted in fiscal year 2021 is expected to be 200 %, and the actual payout for performance stock awards granted in fiscal year 2022, which vested in the first quarter of fiscal year 2025, was 177 %.

Actual payout for the performance stock awards granted in fiscal year 2023, which vest in fiscal year 2026, could be below 100 % or up to 200 %.

(b) Includes 236 incremental performance stock awards granted in fiscal year 2021 with a weighted-average grant date fair value of $ 44.74 , that vested in fiscal year 2024 at greater than 100 % of target payout based on performance.

Stock-based compensation expense was $ 10.7 million and $ 9.4 million for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively, and $ 29.6 million and $ 29.0 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively.

Actual payout for the performance stock awards granted in each of fiscal years 2024 and 2025, which vest in fiscal years 2027 and 2028, respectively, could be below 100 % or up to 300 %.

(b) Includes 165 incremental performance stock awards granted in fiscal years 2021 and 2022 with a weighted-average grant date fair value of $ 62.13 , that vested in fiscal year 2025 at greater than 100 % of target payout based on performance.

Stock-based compensation expense was $ 10.7 million and $ 8.6 million for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

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 $ 0.5 million and $ 0.4 million for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively, and $ 1.2 million and $ 1.1 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively.

As of November 2, 2024, there were 2,834,406 shares available for issuance under the ESPP.

The amount of expense recognized related to the ESPP was $ 0.5 million and $ 0.4 million for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

As of May 3, 2025, there were 3,272,229 shares available for issuance under the ESPP.

Treasury Shares and Share Repurchase Program

Treasury Shares Acquired on Restricted Stock and Performance Stock Awards

The Company acquired 11,331 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards in the thirteen weeks ended November 2, 2024, which was recorded as $ 1.0 million of treasury stock.

The Company acquired 11,052 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock awards in the thirteen weeks ended October 28, 2023, which was recorded as $ 0.8 million of treasury stock.

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

The Company acquired 370,879 shares to satisfy employees' tax withholding obligations upon the vesting of restricted stock and performance stock awards in the thirty-nine weeks ended October 28, 2023, which was recorded as $ 28.1 million of treasury stock.

The Company acquired 310,102 shares for $ 35.1 million and 357,451 shares for $ 26.7 million in the thirteen weeks ended May 3, 2025 and May 4, 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 16, 2021, the Company's board of directors approved a share repurchase program (the "2021 Repurchase Program") that allows the Company to repurchase up to $ 500.0 million of its outstanding common stock from time to time as market conditions warrant.

The 2021 Repurchase Program expires in January 2025.

The Company repurchased 679,499 shares for $ 58.2 million and 242,000 shares for $ 17.1 million during the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively.

The Company repurchased 1,536,591 shares for $ 129.3 million and 1,161,162 shares for $ 77.0 million during the thirty-nine weeks ended November 2, 2024 and October 28, 2023, 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.

As of November 2, 2024, $ 61.0 million remained available to purchase under the 2021 Repurchase Program.

On November 16, 2021, the Company's board of directors approved a share repurchase program (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 January 2025, with the Company utilizing the entire authorization of $ 500.0 million.

On November 18, 2024, the Company's board of directors approved a new share repurchase program (the "2024 Repurchase Program") that allows the Company to repurchase up to an additional $ 1.0 billion of its outstanding common stock from time to time as market conditions warrant.

The 2024 Repurchase Program expires in January 2029.

The 2024 Repurchase Program was effective on February 1, 2025 and expires in January 2029.

The timing and actual number of 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 Repurchase Program to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value.

The Company repurchased 55,000 shares for $ 6.2 million under the 2024 Repurchase Program and 405,110 shares for $ 30.2 million under the 2021 Repurchase Program during the thirteen weeks ended May 3, 2025 and May 4, 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.

As of May 3, 2025, $ 993.8 million remained available to purchase under the 2024 Repurchase Program.

The Company projects the estimated annual effective tax rate for fiscal year 2025 to be 28.0 %, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate from continuing operations was 28.2 % and 28.1 % for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively.

For the thirty-nine weeks ended November 2, 2024 and October 28, 2023, the Company's effective tax rate from continuing operations was 25.7 % and 29.7 %, respectively.

The increase in the effective tax rate for the thirteen weeks ended November 2, 2024 compared to the thirteen weeks ended October 28, 2023 was primarily driven by lower excess tax benefits from stock-based compensation in the current period.

The decrease in the effective tax rate for the thirty-nine weeks ended November 2, 2024 compared to the thirty-nine weeks ended October 28, 2023 was primarily driven by higher tax benefits from stock-based compensation in the current period.

The Company’s effective income tax rate was 22.2 % and 24.4 % for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

The decrease in the effective tax rate for the thirteen weeks ended May 3, 2025 compared to the thirteen weeks ended May 4, 2024 was primarily driven by higher excess tax benefits from stock-based compensation in the current period.

The Company is subject to taxation in the U.S.

14 unchanged sentences

As such, the estimated fair value of long-term debt is classified within Level 2, as defined under U.S.

The gross carrying amount and fair value of the Company’s debt at November 2, 2024 are as follows (in thousands):

The gross carrying amount and fair value of the Company’s debt at May 3, 2025 are as follows (in thousands):

Carrying Amount Fair Value

7 unchanged sentences

Total Debt $ 575,000 $ 577,500

The gross carrying amount and fair value of the Company’s debt at October 28, 2023 are as follows (in thousands):

The gross carrying amount and fair value of the Company’s debt at May 4, 2024 are as follows (in thousands):

Carrying Amount Fair Value

3 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, 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.

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 2, 2024 and October 28, 2023 (in thousands):

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

The table below reconciles basic weighted-average shares of common stock outstanding to diluted weighted-average shares of common stock outstanding for the thirteen weeks ended May 3, 2025 and May 4, 2024 (in thousands):

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Weighted-average shares of common stock outstanding, used for basic computation 131,569 132,397

1 unchanged sentence

Weighted-average shares of common stock and dilutive potential shares of common stock outstanding 132,749 134,111

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen weeks ended May 3, 2025 and May 4, 2024, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Stock-based awards 89 328

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 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

May 3, 2025 May 4, 2024

Total revenues $ 5,153,483 $ 4,918,519

significant and other segment expenses

Merchandise cost of sales (a)

3,363,785 3,158,913

Selling, general and administrative expenses (b)

765,854 722,635

Other segment expenses (c)

874,076 925,952

Net income $ 149,768 $ 111,019

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.

Selling, general and administrative expenses is inclusive of pre-opening expenses, stock-based compensation, and other corporate expenses.

Other segment expenses primarily consists of other costs of revenues, including gas, as well as interest expense and income tax expense.

FORWARD-LOOKING STATEMENTS

1 unchanged sentence

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", "will", "should", "expect", "plan", "anticipate", "could", "intend", "project", "believe", "estimate", "predict", "continue", "forecast", "would", or the negative of these terms or other similar expressions.

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", "could", "intend", "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.

12 unchanged sentences

• 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 omnichannel experience for our members;

• 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;

5 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-Q

Item 1. Financial Statements