Other Information.
−Removed: Employment Agreement Amendments
−Removed: Following an ordinary course review of our existing compensation arrangements, we entered into amendments (the “Amendments”) to employment agreements with each of Messrs.
−Removed: Eddy, Cichocki and Werner and Ms.
−Removed: The Amendments are effective as of November 23, 2024.
−Removed: 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.
−Removed: Additionally, the amendment to Mr.
−Removed: 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.
−Removed: 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
−Removed: 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.
+Added: On April 10, 2025 , Mr.
+Added: Paul Cichocki , executive vice president, chief commercial officer , 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").
+Added: Cichocki's Rule 10b5-1 Trading Plan, which expires on July 1, 2026 , provides for the sale of up to 128,853 shares of common stock pursuant to the terms of the plan.
Exhibit Number Exhibit Description
−Removed: 10.1 Amendment No.
−Removed: 1 to Employment Agreement between Robert W.
−Removed: Eddy and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
−Removed: 10.2 Amendment No.
−Removed: 1 to Employment Agreement between Laura L.
−Removed: Felice and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
−Removed: 10.3 Amendment No.
−Removed: 1 to Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
−Removed: 10.4 Amendment No.
−Removed: 1 to Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
+Added: 10.1 Amended and Restated Annual Incentive Plan, effective as of March 6, 2025 (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).
13 unchanged sentences
BJ’S WHOLESALE CLUB HOLDINGS, INC.
−Removed: November 27, 2024 By:
+Added: May 29, 2025 By:
Executive Vice President, Chief Financial Officer
2 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.