What changed in this filing

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Item 1. Financial Statements

2025-11-26 compared with 2025-08-28 · 96 added, 77 removed, 413 unchanged (30% of the section changed)

3 unchanged sentences

(Amounts in thousands, except par value)

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

November 1, 2025 February 1, 2025 November 2, 2024

Current assets:

27 unchanged sentences

Common stock, par value $ 0.01 ;

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

300,000 shares authorized, 149,835 shares issued and 130,848 outstanding at November 1, 2025;

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

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

and 148,776 shares issued and 132,094 outstanding at November 2, 2024

1,498 1,489 1,488

2 unchanged sentences

Accumulated other comprehensive income 231 231 501

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

Treasury stock, at cost, 18,987 shares at November 1, 2025;

17,327 shares at February 1, 2025;

and 15,991 shares at August 3, 2024

and 16,682 shares at November 2, 2024

( 1,107,475 ) ( 936,359 ) ( 874,716 )

6 unchanged sentences

Thirteen Weeks Ended

August 2, 2025 August 3, 2024

November 1, 2025 November 2, 2024

Net sales $ 5,221,866 $ 4,984,385

12 unchanged sentences

Income per share attributable to common stockholders—diluted:

$ 1.15 $ 1.17

Weighted-average shares of common stock outstanding:

8 unchanged sentences

(Amounts in thousands, except per share amounts)

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Net sales $ 15,511,867 $ 14,883,793

42 unchanged sentences

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

Net income — — — 152,050 — — — 152,050

Common stock issued under stock incentive plans 15 — — — — — — —

Stock-based compensation expense — — 8,987 — — — — 8,987

Acquisition of treasury stock — — — — — ( 916 ) ( 88,221 ) ( 88,221 )

Balance, November 1, 2025 149,835 $ 1,498 $ 1,122,485 $ 2,155,171 $ 231 ( 18,987 ) $ ( 1,107,475 ) $ 2,171,910

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

20 unchanged sentences

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.

2 unchanged sentences

(Amounts in thousands)

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

29 unchanged sentences

Net cash used in financing activities ( 121,069 ) ( 203,578 )

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

Net increase (decrease) in cash and cash equivalents 16,847 ( 2,176 )

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

15 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 August 2, 2025, BJ's operated 255 warehouse clubs and 190 gas stations in 21 states.

As of November 1, 2025, BJ's operated 256 warehouse clubs and 192 gas stations in 21 states.

Summary of Significant Accounting Policies

3 unchanged sentences

The condensed consolidated balance sheet as of February 1, 2025 is derived from the audited consolidated balance sheet as of that date.

The Company’s business, as is common with the business of retailers generally, is subject to seasonal influences.

The Company’s business, as is common with the business of retailers generally, is subject to some seasonality.

The Company’s sales and operating income have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each fiscal year.

2 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 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.

The thirteen-week periods ended November 1, 2025 and November 2, 2024 are referred to herein as the “third quarter of fiscal year 2025” and the “third quarter of fiscal year 2024,” respectively.

The thirty-nine week periods ended November 1, 2025 and November 2, 2024 are referred to herein as the “thirty-nine weeks ended November 1, 2025” and the “thirty-nine weeks ended November 2, 2024,” respectively.

Operating results for the thirty-nine week period ended November 1, 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 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 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, including the method of

The disclosure requirements are effective for fiscal years beginning after December 15, 2024, and 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 does 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, including the method of adoption.

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

6 unchanged sentences

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

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 amends the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach to determine when costs are able to be capitalized.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company may apply the guidance prospectively, retrospectively, or via a modified prospective transition method.

The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

Revenue Recognition

6 unchanged sentences

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.

Cash back is in the form of electronic rewards issued to each member once $ 10 in rewards have been earned.

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.

Cash back is in the form of electronic rewards 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 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 includes the fair value of rewards in deferred revenue at the time the rewards are earned.

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

The Company recognizes revenue related to earned rewards when customers redeem such rewards 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.

9 unchanged sentences

Contract Balances

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):

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

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 deferred revenue balance related to outstanding performance obligations for contracts with customers, excluding earned rewards which are noted below (in thousands):

November 1, 2025 February 1, 2025 November 2, 2024

Rewards programs:

8 unchanged sentences

Total deferred revenue $ 301,155 $ 295,072 $ 272,198

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

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

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

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

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

2 unchanged sentences

Earned rewards balance, end of period $ 66,606 $ 59,408

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) :

Twenty-six Weeks Ended

August 2, 2025 August 3, 2024

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

Revenue recognized on rewards consists of rewards that were included in the deferred revenue balance at the beginning of the period as well as rewards 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 rewards, as of February 1, 2025 and February 3, 2024 (in thousands) :

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Rewards programs:

6 unchanged sentences

Total revenue $ 258,279 $ 231,982

Performance obligations related to earned award dollars, royalty revenue, and membership fees are typically satisfied over a period of twelve months or less.

Performance obligations related to royalty revenue, membership fees, and e-commerce sales are typically satisfied over a period of twelve months or less.

Funds received related to marketing and other integration costs in connection with our co-brand credit card program are recognized as performance obligations are satisfied.

The timing and recognition of gift card redemptions varies depending on consumer behavior and spending patterns.

The timing and recognition of earned rewards and gift card redemptions varies depending on consumer behavior and spending patterns.

Disaggregation of Revenue

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

Thirteen Weeks Ended Twenty-six Weeks Ended

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

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

3 unchanged sentences

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

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

November 1, 2025 February 1, 2025 November 2, 2024

ABL Revolving Facility $ 200,000 $ 175,000 $ 245,000

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 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 August 3, 2024, the interest rate on the ABL Revolving Facility was 5.41 % and 6.44 %, respectively.

As of November 1, 2025, there was $ 200.0 million outstanding in loans under the ABL Revolving Facility and $ 10.5 million in outstanding letters of credit.

The interest rate on the ABL Revolving Facility was 5.07 % and unused capacity was $ 989.5 million.

As of February 1, 2025 and November 2, 2024, the interest rate on the ABL Revolving Facility was 5.41 % and 5.77 %, 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 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.

As of November 1, 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 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.

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

The interest rate on the First Lien Term Loan was 5.88 %, 6.08 %, and 6.76 % at November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

Commitments and Contingencies

10 unchanged sentences

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):

As of November 1, 2025, there were 4,356,217 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 1, 2025 (shares in thousands):

Stock Options Restricted Stock Restricted Stock Units Performance Stock

7 unchanged sentences

Exercised/vested ( 299 ) 16.74 ( 187 ) 71.82 ( 133 ) 76.56 ( 388 ) 62.44

Outstanding, August 2, 2025 522 $ 20.52 101 $ 76.09 481 $ 95.87 572 $ 84.78

Outstanding, November 1, 2025 522 $ 20.52 94 $ 78.12 465 $ 96.02 507 $ 84.56

(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 175 incremental performance stock awards granted in fiscal years 2021 and 2022 with a weighted-average grant date fair value of $ 61.89 , that vested in fiscal year 2025 at greater than 100 % of target payout based on performance.

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.

Stock-based compensation expense was $ 9.0 million and $ 10.7 million for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, and $ 33.6 million and $ 29.6 million for the thirty-nine weeks ended November 1, 2025 and November 2, 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 $ 0.4 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.

The amount of expense recognized related to the ESPP was $ 0.6 million and $ 0.5 million for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, and $ 1.5 million and $ 1.2 million for the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively.

As of November 1, 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 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.

The Company acquired 10,438 shares for $ 1.0 million and 11,331 shares for $ 1.0 million in the thirteen weeks ended November 1, 2025 and November 2, 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 324,210 shares for $ 36.4 million and 369,327 shares for $ 27.7 million in the thirty-nine weeks ended November 1, 2025 and November 2, 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 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 repurchased 905,000 shares for $ 87.3 million under the 2024 Repurchase Program and 679,499 shares for $ 58.2 million under the 2021 Repurchase Program during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively.

The Company repurchased 1,335,000 shares for $ 134.7 million under the 2024 Repurchase Program and 1,536,591 shares for $ 129.3 million under the 2021 Repurchase Program during the thirty-nine weeks ended November 1, 2025 and November 2, 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 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.

As of November 1, 2025, $ 866.2 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, gains from the utilization of prior year 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 28.2 % for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively.

For the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company's effective tax rate was and 25.4 % and 25.7 %, respectively.

The decrease in the effective income tax rate for both comparative periods was attributable to increased current year research and development tax credits compared to the prior year period.

For the thirty-nine weeks ended November 1, 2025, the decrease in the effective income tax rate was also driven by benefits recognized from the utilization of income tax credits.

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

4 unchanged sentences

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 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 thirty-nine weeks ended November 1, 2025.

The Company is awaiting guidance from the U.S.

12 unchanged sentences

Judgment is required to develop these estimates.

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 August 2, 2025 are as follows (in thousands):

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

The gross carrying amount and fair value of the Company’s debt at November 1, 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 August 3, 2024 are as follows (in thousands):

The gross carrying amount and fair value of the Company’s debt at November 2, 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 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

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 1, 2025 and November 2, 2024 (in thousands):

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Weighted-average shares of common stock outstanding, used for basic computation 131,194 132,083 131,520 132,304

1 unchanged sentence

Weighted-average shares of common stock and dilutive potential shares of common stock outstanding 131,922 133,333 132,396 133,764

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

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Stock-based awards 168 — 142 112

7 unchanged sentences

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

Thirteen Weeks Ended Twenty-six Weeks Ended

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Total revenues $ 5,348,163 $ 5,099,364 $ 15,881,886 $ 15,223,278

36 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