What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-28 compared with 2025-05-29 · 116 added, 62 removed, 374 unchanged (32% of the section changed)

3 unchanged sentences

(Amounts in thousands, except par value)

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

August 2, 2025 February 1, 2025 August 3, 2024

Current assets:

27 unchanged sentences

Common stock, par value $ 0.01 ;

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

300,000 shares authorized, 149,820 shares issued and 131,749 outstanding at August 2, 2025;

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

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

and 148,757 shares issued and 132,766 outstanding at August 3, 2024

1,498 1,489 1,488

2 unchanged sentences

Accumulated other comprehensive income 231 231 501

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

Treasury stock, at cost, 18,071 shares at August 2, 2025;

17,327 shares at February 1, 2025;

and 15,539 shares at May 4, 2024

and 15,991 shares at August 3, 2024

( 1,019,254 ) ( 936,359 ) ( 815,516 )

6 unchanged sentences

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

August 2, 2025 August 3, 2024

Net sales $ 5,256,907 $ 5,092,279

20 unchanged sentences

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

Net sales $ 10,290,001 $ 9,899,408

Membership fee income 243,722 224,506

Total revenues 10,533,723 10,123,914

Cost of sales 8,558,049 8,283,948

Selling, general and administrative expenses 1,547,238 1,472,094

Pre-opening expenses 8,261 3,442

Operating income 420,175 364,430

Interest expense, net 21,492 26,706

Income before income taxes 398,683 337,724

Provision for income taxes 98,210 81,717

Net income $ 300,473 $ 256,007

Income per share attributable to common stockholders—basic:

$ 2.28 $ 1.93

Income per share attributable to common stockholders—diluted:

$ 2.27 $ 1.91

Weighted-average shares of common stock outstanding:

Basic 131,684 132,414

Diluted 132,633 133,980

Other comprehensive income:

Total other comprehensive income — —

Total comprehensive income $ 300,473 $ 256,007

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 — — — 150,705 — — — 150,705

Common stock issued under stock incentive plans 18 — — — — — — —

Common stock issued under ESPP 59 1 4,448 — — — — 4,449

Stock-based compensation expense — — 13,945 — — — — 13,945

Acquisition of treasury stock — — — — — ( 379 ) ( 41,590 ) ( 41,590 )

Balance, August 2, 2025 149,820 $ 1,498 $ 1,113,498 $ 2,003,121 $ 231 ( 18,071 ) $ ( 1,019,254 ) $ 2,099,094

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

Common Stock Additional

12 unchanged sentences

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

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

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

2 unchanged sentences

(Amounts in thousands)

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Stock-based compensation expense 24,599 18,926

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

Deferred income tax provision (benefit) 9,577 ( 3,274 )

Changes in operating leases and other non-cash items ( 22,178 ) 6,479

10 unchanged sentences

Additions to property and equipment, net of disposals ( 306,065 ) ( 239,620 )

Proceeds from sale-leaseback transactions 2,995 —

Other investing activities ( 3,086 ) —

4 unchanged sentences

Net cash received from stock option exercises 5,014 15,463

Net cash received from ESPP 4,449 3,411

Acquisition of treasury stock ( 82,895 ) ( 99,965 )

2 unchanged sentences

Net cash used in financing activities ( 132,800 ) ( 180,569 )

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

Net increase in cash and cash equivalents 19,001 2,009

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

6 unchanged sentences

Finance lease liabilities arising from obtaining right-of-use assets 4,431 758

Receivables arising from failed sale-leaseback financing obligations 5,822 —

Property additions included in accrued expenses 42,098 40,739

6 unchanged sentences

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 the Company's digital capabilities.

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

As of August 2, 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 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.

The thirteen-week periods ended August 2, 2025 and August 3, 2024 are referred to herein as the “second quarter of fiscal year 2025” and the “second quarter of fiscal year 2024,” respectively.

The twenty-six week periods ended August 2, 2025 and August 3, 2024 are referred to herein as the “twenty-six weeks ended August 2, 2025” and the “twenty-six weeks ended August 3, 2024,” respectively.

Operating results for the twenty-six week period ended August 2, 2025 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending January 31, 2026.

3 unchanged sentences

Improvements to Income Tax Disclosures.

ASU 2023-09 will require public companies to disclose, on an annual basis, a tabular reconciliation, using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory tax, further broken out by nature and/or jurisdiction.

ASU 2023-09 will require public companies to disclose, on an annual basis, a tabular tax rate reconciliation, using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory tax, further broken out by nature and/or jurisdiction.

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 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 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 continues to evaluate the impact of enhanced disclosure requirements on the notes to the consolidated financial statements, including the method of

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

4 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 Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.

6 unchanged sentences

Rewards programs

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.

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 in BJ's clubs, on bjs.com, or in the BJ's mobile app, 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.

19 unchanged sentences

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

August 2, 2025 February 1, 2025 August 3, 2024

Rewards programs:

10 unchanged sentences

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

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

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

5 unchanged sentences

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

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

Rewards programs:

11 unchanged sentences

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

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Perishables, Grocery, and Sundries 71 % 70 % 72 % 70 %

3 unchanged sentences

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

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

August 2, 2025 February 1, 2025 August 3, 2024

ABL Revolving Facility $ 105,000 $ 175,000 $ 217,000

8 unchanged sentences

Indebtedness under the ABL Revolving Facility is secured by substantially all of the assets (other than real estate) of the Company and its subsidiaries, subject to customary exceptions.

As amended, interest on the ABL Revolving Facility is calculated either at SOFR plus a range of 100 to 125 basis points or a base rate plus 0 to 25 basis points, based on excess availability.

As amended, interest on the ABL Revolving Facility is calculated either at SOFR plus a range

of 100 to 125 basis points or a base rate plus 0 to 25 basis points, based on excess availability.

The Company will also pay an unused commitment fee of 20 basis points per annum on the unused ABL Revolving Commitment.

3 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 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.

As of August 2, 2025, there was $ 105.0 million outstanding in loans under the ABL Revolving Facility and $ 19.6 million in outstanding letters of credit.

The interest rate on the ABL Revolving Facility was 5.45 % 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.

As of February 1, 2025 and August 3, 2024, the interest rate on the ABL Revolving Facility was 5.41 % and 6.44 %, respectively.

First Lien Term Loan

7 unchanged sentences

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.

As of August 2, 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.

There was $ 400.0 million outstanding under the First Lien Term Loan as of each of August 2, 2025, February 1, 2025, and August 3, 2024.

The interest rate on the First Lien Term Loan was 5.88 %, 6.08 %, and 7.33 % at August 2, 2025, February 1, 2025, and August 3, 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 impact to the consolidated financial statements.

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

Gain contingencies are recognized when they are realized or realizable.

2 unchanged sentences

2018 Incentive Award Plan (the “2018 Plan”).

The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards.

The 2018 Plan authorizes the issuance of 13,148,058 shares.

If an award under the 2018 Plan is forfeited, expires, or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration, or cash settlement, be used again for new grants under the 2018 Plan.

Additionally, shares tendered or withheld to satisfy grant or exercise price, or tax withholding obligations associated with an award under the 2018 Plan will be added to the shares authorized for grant under the 2018 Plan.

The following shares may not be used again for grant under the 2018 Plan:

(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 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):

The 2018 Plan provides for, among other types of awards, the grant of restricted stock, restricted stock units, and performance shares.

The 2018 Plan authorizes the issuance of 13,148,058 shares and allows for most shares that are forfeited, expire, or are settled in cash to be reissued for new grants that may be awarded.

Refer to “Note 11.

Stock Incentive Plans” included in our Annual Report on Form 10-K for fiscal year 2024, as filed with the Securities and Exchange Commission on March 14, 2025.

As of August 2, 2025, there were 4,279,865 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the twenty-six weeks ended August 2, 2025 (shares in thousands):

Stock Options Restricted Stock Restricted Stock Units Performance Stock

7 unchanged sentences

Exercised/vested ( 299 ) 16.74 ( 186 ) 71.84 ( 133 ) 76.56 ( 367 ) 62.69

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

Outstanding, August 2, 2025 522 $ 20.52 101 $ 76.09 481 $ 95.87 572 $ 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 %.

2 unchanged sentences

(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.

Stock-based compensation expense was $ 13.9 million and $ 10.3 million for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively, and $ 24.6 million and $ 18.9 million for the twenty-six weeks ended August 2, 2025 and August 3, 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 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.

The amount of expense recognized related to the ESPP was $ 0.4 million and $ 0.3 million for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively, and $ 1.0 million and $ 0.8 million for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively.

As of August 2, 2025, there were 3,212,890 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 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.

The Company acquired 3,670 shares for $ 0.4 million and 545 shares for an immaterial amount in the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively, to satisfy employees’ tax withholding obligations upon the vesting of restricted stock awards, which was recorded as treasury stock.

The Company acquired 313,772 shares for $ 35.5 million and 357,996 for $ 26.7 million in the twenty-six weeks ended August 2, 2025 and August 3, 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

5 unchanged sentences

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 repurchased 375,000 shares for $ 41.2 million under the 2024 Repurchase Program and 451,982 shares for $ 40.8 million under the 2021 Repurchase Program during the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively.

The Company repurchased 430,000 shares for $ 47.4 million under the 2024 Repurchase Program and 857,092 shares for $ 71.0 million under the 2021 Repurchase Program during the twenty-six weeks ended August 2, 2025 and August 3, 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 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.

As of August 2, 2025, $ 952.6 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 28.2 %, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, gains from the utilization of purchased tax credits, settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate was 26.9 % and 24.1 % for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively.

For the twenty-six weeks ended August 2, 2025 and August 3, 2024, the Company's effective tax rate was and 24.6 % and 24.2 %, respectively.

The increase in the effective income tax rate for both comparative periods was primarily driven by a decrease in tax benefits from stock-based compensation compared to the prior year period.

Cash taxes paid as presented in the supplemental cash flow information section of the condensed consolidated statements of cash flows includes $ 41.7 million paid for transferable credits during the twenty-six weeks ended August 2, 2025.

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

1 unchanged sentence

The Company’s tax years from 2021 forward remain open and subject to examination by the Internal Revenue Service and various state taxing authorities.

On July 4, 2025, new legislation, commonly known as the One Big Beautiful Bill Act (the “Act”), was signed into law.

The Act includes a broad range of tax provisions that could impact the Company’s financial results in tax year 2025 and future periods.

Among other provisions, the Act reestablished and made permanent 100% initial-year bonus depreciation on qualifying property, as well as the immediate deduction for domestic research and development expenses.

Due to the timing of enactment within our current period end, the Company has undergone efforts to reasonably estimate the impact of the Act to our financial statements and has reflected the effects within the condensed consolidated financial statements as of and for the thirteen and twenty-six weeks ended August 2, 2025.

The Company is awaiting guidance from the U.S.

Department of the Treasury and will continue to evaluate the impact of the Act as additional information becomes available.

Fair Value Measurements

11 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 May 3, 2025 are as follows (in thousands):

The gross carrying amount and fair value of the Company’s debt at August 2, 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 May 4, 2024 are as follows (in thousands):

The gross carrying amount and fair value of the Company’s debt at August 3, 2024 are as follows (in thousands):

Carrying Amount Fair Value

5 unchanged sentences

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 weeks ended May 3, 2025 and May 4, 2024 (in thousands):

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

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 twenty-six weeks ended August 2, 2025 and August 3, 2024 (in thousands):

Thirteen Weeks Ended Twenty-six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Weighted-average shares of common stock outstanding, used for basic computation 131,799 132,431 131,684 132,414

1 unchanged sentence

Weighted-average shares of common stock and dilutive potential shares of common stock outstanding 132,517 133,849 132,633 133,980

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

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended Twenty-six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Stock-based awards 168 9 128 169

7 unchanged sentences

The following table provides the operating financial results of our reportable segment (in thousands):

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Total revenues $ 5,380,240 $ 5,205,395 $ 10,533,723 $ 10,123,914

13 unchanged sentences

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", "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.

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”, “can”, “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.

20 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