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

Item 1. Financial Statements. BJ’S WHOLESALE CLUB HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value) (Unaudited) November 1, 2025 February 1, 2025 November 2, 2024 ASSETS Current assets: Cash and cash equivalents $ 45,119 $ 28,272 $ 33,873 Accounts receivable, net 299,250 277,326 266,718 Merchandise inventories 1,693,805 1,508,988 1,720,011 Prepaid expenses and other current assets 90,472 64,374 76,491 Total current assets 2,128,646 1,878,960 2,097,093 Operating lease right-of-use assets, net 2,015,769 2,100,257 2,114,592 Property and equipment, net 2,227,460 1,897,604 1,832,397 Goodwill 1,008,816 1,008,816 1,008,816 Intangibles, net 96,874 101,109 102,739 Deferred income taxes 5,874 6,975 5,010 Other assets 62,361 71,584 55,575 Total assets $ 7,545,800 $ 7,065,305 $ 7,216,222 LIABILITIES Current liabilities: Short-term debt $ 200,000 $ 175,000 $ 245,000 Current portion of operating lease liabilities 177,928 192,528 163,292 Accounts payable 1,376,057 1,253,512 1,420,425 Accrued expenses and other current liabilities 945,730 913,042 913,307 Total current liabilities 2,699,715 2,534,082 2,742,024 Long-term operating lease liabilities 1,920,153 2,013,962 2,024,689 Long-term debt 399,026 398,807 398,663 Deferred income taxes 69,260 59,659 65,531 Other non-current liabilities 285,736 211,341 223,144 Commitments and contingencies (see Note 5 ) STOCKHOLDERS’ EQUITY Preferred stock; par value $ 0.01 ; 5,000 shares authorized, and no shares issued — — — Common stock, par value $ 0.01 ; 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 148,776 shares issued and 132,094 outstanding at November 2, 2024 1,498 1,489 1,488 Additional paid-in capital 1,122,485 1,079,445 1,054,912 Retained earnings 2,155,171 1,702,648 1,579,986 Accumulated other comprehensive income 231 231 501 Treasury stock, at cost, 18,987 shares at November 1, 2025; 17,327 shares at February 1, 2025; and 16,682 shares at November 2, 2024 ( 1,107,475 ) ( 936,359 ) ( 874,716 ) Total stockholders’ equity 2,171,910 1,847,454 1,762,171 Total liabilities and stockholders’ equity $ 7,545,800 $ 7,065,305 $ 7,216,222 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Amounts in thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended November 1, 2025 November 2, 2024 Net sales $ 5,221,866 $ 4,984,385 Membership fee income 126,297 114,979 Total revenues 5,348,163 5,099,364 Cost of sales 4,333,826 4,123,888 Selling, general and administrative expenses 788,151 733,580 Pre-opening expenses 7,835 12,513 Operating income 218,351 229,383 Interest expense, net 10,309 12,593 Income before income taxes 208,042 216,790 Provision for income taxes 55,992 61,042 Net income $ 152,050 $ 155,748 Income per share attributable to common stockholders—basic: $ 1.16 $ 1.18 Income per share attributable to common stockholders—diluted: $ 1.15 $ 1.17 Weighted-average shares of common stock outstanding: Basic 131,194 132,083 Diluted 131,922 133,333 Other comprehensive income: Total other comprehensive income — — Total comprehensive income $ 152,050 $ 155,748 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Amounts in thousands, except per share amounts) (Unaudited) Thirty-nine Weeks Ended November 1, 2025 November 2, 2024 Net sales $ 15,511,867 $ 14,883,793 Membership fee income 370,019 339,485 Total revenues 15,881,886 15,223,278 Cost of sales 12,891,875 12,407,836 Selling, general and administrative expenses 2,335,389 2,205,674 Pre-opening expenses 16,096 15,955 Operating income 638,526 593,813 Interest expense, net 31,801 39,299 Income before income taxes 606,725 554,514 Provision for income taxes 154,202 142,759 Net income $ 452,523 $ 411,755 Income per share attributable to common stockholders—basic: $ 3.44 $ 3.11 Income per share attributable to common stockholders—diluted: $ 3.42 $ 3.08 Weighted-average shares of common stock outstanding: Basic 131,520 132,304 Diluted 132,396 133,764 Other comprehensive income: Total other comprehensive income — — Total comprehensive income $ 452,523 $ 411,755 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) (Unaudited) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance, February 1, 2025 148,965 $ 1,489 $ 1,079,445 $ 1,702,648 $ 231 ( 17,327 ) $ ( 936,359 ) $ 1,847,454 Net income — — — 149,768 — — — 149,768 Common stock issued under stock incentive plans 778 8 ( 8 ) — — — — — Stock-based compensation expense — — 10,654 — — — — 10,654 Exercise of stock options — — 5,014 — — — — 5,014 Acquisition of treasury stock — — — — — ( 365 ) ( 41,305 ) ( 41,305 ) 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 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. 7 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount 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 Common stock issued under stock incentive plans 703 7 ( 7 ) — — — — — Stock-based compensation expense — — 8,590 — — — — 8,590 Exercise of stock options — — 5,865 — — — — 5,865 Acquisition of treasury stock — — — — — ( 763 ) ( 56,905 ) ( 56,905 ) 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 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. 8 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Thirty-nine Weeks Ended November 1, 2025 November 2, 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 452,523 $ 411,755 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 213,916 194,238 Amortization of debt issuance costs and accretion of original issue discount 818 830 Stock-based compensation expense 33,586 29,640 Deferred income tax provision (benefit) 10,702 ( 10,181 ) Changes in operating leases and other non-cash items ( 18,509 ) 10,803 Increase (decrease) in cash due to changes in: Accounts receivable, net ( 18,930 ) ( 41,021 ) Merchandise inventories ( 184,817 ) ( 265,189 ) Prepaid expenses and other current assets ( 25,366 ) ( 8,279 ) Other assets ( 229 ) ( 12,351 ) Accounts payable 122,545 237,144 Accrued expenses and other current liabilities 31,121 81,546 Other non-current liabilities 21,741 20 Net cash provided by operating activities 639,101 628,955 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment, net of disposals ( 500,948 ) ( 427,553 ) Proceeds from sale-leaseback transactions 2,995 — Other investing activities ( 3,232 ) — Net cash used in investing activities ( 501,185 ) ( 427,553 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolving lines of credit 376,000 605,000 Payments on revolving lines of credit ( 351,000 ) ( 679,000 ) Net cash received from stock option exercises 5,014 15,465 Net cash received from ESPP 4,449 3,411 Acquisition of treasury stock ( 170,209 ) ( 158,041 ) Proceeds from financing obligations 21,205 14,917 Other financing activities ( 6,528 ) ( 5,330 ) Net cash used in financing activities ( 121,069 ) ( 203,578 ) Net increase (decrease) in cash and cash equivalents 16,847 ( 2,176 ) Cash and cash equivalents at beginning of period 28,272 36,049 Cash and cash equivalents at end of period $ 45,119 $ 33,873 Supplemental cash flow information: Interest paid $ 24,255 $ 34,034 Income taxes paid 149,827 144,908 Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items 64,590 116,173 Non-cash financing and investing activities: Finance lease liabilities arising from obtaining right-of-use assets 24,170 758 Receivables arising from failed sale-leaseback financing obligations 2,994 — Property additions included in accrued expenses 53,219 52,066 Treasury stock acquisitions included in accrued expenses 907 1,509 The accompanying notes are an integral part of the condensed consolidated financial statements. 9 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business BJ’s Wholesale Club Holdings, Inc. 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. 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 November 1, 2025, BJ's operated 256 warehouse clubs and 192 gas stations in 21 states. 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying interim financial statements of BJ’s Wholesale Club Holdings, Inc. are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial statements in accordance with GAAP. 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 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto 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. (b) Fiscal Year 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 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. (c) Recent Accounting Pronouncements and Policies The Company’s accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2024. There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 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 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. 10 In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. 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. 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. 3. Revenue Recognition Net sales The Company recognizes net sales at clubs and gas stations when the customer takes possession of the goods and tenders payment. Sales tax is recorded as a liability at the point-of-sale. Revenue is recorded at the point-of-sale based on the transaction price, net of any applicable discounts, sales tax, and expected refunds. 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 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 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 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 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. 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. 11 Membership 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, 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 The Company sells BJ’s gift cards that allow customers to redeem the cards for future purchases equal to the amount of the face value of the gift card. Revenue from gift card sales is recognized upon redemption of the gift cards and control of the purchased goods or services is transferred to the customer. Contract Balances 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 Current: Rewards programs: Royalty revenue $ 7,959 $ 9,972 $ 5,898 Co-brand initiatives 2,537 4,082 4,269 Total rewards programs 10,496 14,054 10,167 Membership 264,548 253,262 236,536 Gift card program 16,360 16,778 15,044 E-commerce sales 7,955 7,839 6,383 Long-term: Rewards programs: Co-brand initiatives 1,796 3,139 4,068 Total deferred revenue $ 301,155 $ 295,072 $ 272,198 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 Rewards earned 276,180 242,566 Revenue recognized on rewards ( 267,048 ) ( 232,293 ) Earned rewards balance, end of period $ 66,606 $ 59,408 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. 12 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: Royalty revenue $ 9,972 $ 4,593 Co-brand initiatives 2,888 2,616 Total rewards programs 12,860 7,209 Membership 233,579 213,499 Gift card program 4,001 4,517 E-commerce sales 7,839 6,757 Total revenue $ 258,279 $ 231,982 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 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 Thirty-nine Weeks Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Perishables, Grocery, and Sundries 72 % 72 % 72 % 71 % General Merchandise and Services 10 % 10 % 10 % 10 % Gasoline and Other 18 % 18 % 18 % 19 % 4. Debt and Credit Arrangements The following table summarizes the Company’s debt (in thousands): November 1, 2025 February 1, 2025 November 2, 2024 ABL Revolving Facility $ 200,000 $ 175,000 $ 245,000 First Lien Term Loan 400,000 400,000 400,000 Unamortized original issue discount and debt issuance costs ( 974 ) ( 1,193 ) ( 1,337 ) Less: Short-term debt ( 200,000 ) ( 175,000 ) ( 245,000 ) Long-term debt $ 399,026 $ 398,807 $ 398,663 ABL Revolving Facility On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $ 1.2 billion pursuant to that certain credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent, and the other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027. 13 Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL Revolving Commitment or a borrowing base based on the value of certain inventory and accounts and credit card receivables, subject to specified advance rebates and reserves as set forth in the Credit Agreement. 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. The Company will also pay an unused commitment fee of 20 basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one , three , or six months , as selected by the Company, or for such other period that is twelve months or less requested by the Company and consented to by the lenders and administrative agent. The ABL Revolving Facility places certain restrictions (i.e., covenants) upon the Borrower’s, and its subsidiaries’, ability to, among other things, incur additional indebtedness, pay dividends, and make certain loans, investments, and divestitures. The ABL Revolving Facility contains customary events of default (including payment defaults, cross-defaults to certain of our other indebtedness, breach of representations and covenants and change of control). 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 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 On October 12, 2023, the Company entered into an amendment (the “Fourth 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. The Fourth Amendment, among other things, extended the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2027 to February 3, 2029. 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. 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. The Fifth Amendment, among other things, provided for a new tranche of term loans in an aggregate principal amount of $ 400.0 million, which refinanced and replaced in full the existing Tranche B term loans outstanding under the First Lien Term Loan Credit Agreement immediately prior to the effectiveness of the Fifth Amendment. 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 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 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. 5. Commitments and Contingencies The Company is involved in various legal proceedings that are typical of a retail business. 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 condensed consolidated financial statements. Gain contingencies are recognized when they are realized or realizable. 14 6. Stock Incentive Plans On June 13, 2018, the Company’s board of directors adopted, and its stockholders approved, the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”). 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 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 Shares Weighted- Average Exercise Price Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares (a) Weighted- Average Grant Date Fair Value Outstanding, February 1, 2025 821 $ 19.14 291 $ 73.78 368 $ 75.43 628 $ 69.53 Granted (b) — — 5 107.79 278 113.29 341 114.88 Forfeited/canceled — — ( 15 ) 73.64 ( 48 ) 91.90 ( 74 ) 87.78 Exercised/vested ( 299 ) 16.74 ( 187 ) 71.82 ( 133 ) 76.56 ( 388 ) 62.44 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 %. 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 %. 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 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 $ 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 $ 0.6 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. 7. Treasury Shares and Share Repurchase Program Treasury Shares Acquired on Restricted Stock and Performance Stock Awards 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. 15 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 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 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 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 November 1, 2025, $ 866.2 million remained available to purchase under the 2024 Repurchase Program. 8. Income Taxes 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. 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 thirty-nine weeks ended November 1, 2025. The Company is subject to taxation in the U.S. federal and various state taxing jurisdictions. 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. 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. Department of the Treasury and will continue to evaluate the impact of the Act as additional information becomes available. 16 9. Fair Value Measurements Certain assets and liabilities are required to be carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Financial Assets and Liabilities The fair value of the Company's long-term debt is estimated based on current market rates for our specific debt instrument. 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 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 ABL Revolving Facility $ 200,000 $ 200,000 First Lien Term Loan 400,000 401,856 Total Debt $ 600,000 $ 601,856 The gross carrying amount and fair value of the Company’s debt at February 1, 2025 are as follows (in thousands): Carrying Amount Fair Value ABL Revolving Facility $ 175,000 $ 175,000 First Lien Term Loan 400,000 402,500 Total Debt $ 575,000 $ 577,500 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 ABL Revolving Facility $ 245,000 $ 245,000 First Lien Term Loan 400,000 401,332 Total Debt $ 645,000 $ 646,332 Assets and Liabilities Measured 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. 17 10. 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 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 Plus: Incremental shares of potentially dilutive securities 728 1,250 876 1,460 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 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 11. 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. 18 The following table provides the operating financial results of our reportable segment (in thousands): 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 Less: significant and other segment expenses Merchandise cost of sales (a) 3,492,207 3,318,404 10,384,415 9,822,895 Selling, general and administrative expenses (b) 795,986 746,093 2,351,485 2,221,629 Other segment expenses (c) 907,920 879,119 2,693,463 2,766,999 Net income $ 152,050 $ 155,748 $ 452,523 $ 411,755 (a) 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. (b) Selling, general and administrative expenses is inclusive of pre-opening expenses, stock-based compensation, and other corporate expenses. (c) Other segment expenses primarily consists of other costs of revenues, including gas, as well as interest expense and income tax expense. 19 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. 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”, “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. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: • uncertainties in the financial markets including, without limitation, as a result of disruptions and instability in the banking and financial services industries, wars and global political conflicts, and the effect of certain economic conditions or events on consumer and small business spending patterns and debt levels; • risks related to our dependence on having a large and loyal membership; • risks related to our membership fee increases; • domestic and international economic conditions, including volatility in inflation or interest rates, supply chain disruptions, construction delays, tariffs, and exchange rates; • our ability to procure the merchandise we sell at the best possible prices; • the effects of competition in, and regulation of, the retail industry; • our dependence on vendors to supply us with quality merchandise at the right time and at the right price; • risks related to our indebtedness; • changes in laws related to, or the governments administration of, the Supplemental Nutrition Assistance Program or its electronic benefit transfer systems; • the risks and uncertainties related to the impact of any future pandemic, epidemic or outbreak of any other highly infectious disease on the U.S., regional and global economies and on our business, financial condition and results of operations; • 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 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; • risks relating to our ability to attract and retain a qualified management team and other team members; • risks relating to our ability to implement our growth strategy by opening new clubs, and gasoline stations; and • the other risk factors identified in our filings with the Securities and Exchange Commission (the “SEC”), including in particular those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (the “Annual Report on Form 10-K for fiscal year 2024”) and our other filings with the SEC. Given these uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by applicable law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future, and you should not rely upon these forward-looking statements after the date of this Quarterly Report on Form 10-Q. 20