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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-14 · 267 added, 259 removed, 789 unchanged (40% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of February 1 , 202 5 and February 3 , 202 4

Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended February 1 , 202 5 , February 3, 2024 and January 28, 2023

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Cash Flows for the Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Balance Sheets as of January 3 1, 202 6 and February 1, 2025

Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended January 3 1, 202 6 , February 1, 2025 and February 3, 2024

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended Januar y 3 1, 202 6 , February 1, 2025 and February 3, 2024

Consolidated Statements of Cash Flows for the Fiscal Years Ended January 3 1, 202 6 , February 1, 2025 and February 3, 2024

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of BJ's Wholesale Club Holdings, Inc.

and its subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended February 1, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

and its subsidiaries (the “Company”) as of January 31, 2026 and February 1, 2025, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

23 unchanged sentences

As described in Notes 2, 16 and 17 to the consolidated financial statements, the Company is primarily self-insured for workers’ compensation and general liability claims.

As of February 1, 2025, workers’ compensation and general liability reserves were a significant portion of insurance reserves of $96.7 million within other non-current liabilities and a significant portion of insurance reserves of $78.9 million within accrued expenses and other current liabilities.

As of January 31, 2026, workers’ compensation and general liability reserves were a significant portion of insurance reserves of $117.7 million within other non-current liabilities and a significant portion of insurance reserves of $75.6 million within accrued expenses and other current liabilities.

The reported reserves for workers’ compensation and general liability claims are derived from estimated ultimate costs based upon individual claim file reserves and estimates for incurred but not reported claims.

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(Amounts in thousands, except par value)

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Current assets:

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Other non-current liabilities 298,212 211,341

Total liabilities 5,312,816 5,217,851

Commitments and contingencies (see Note 10 )

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$ 0.01 par value;

300,000 shares authorized, 148,965 shares issued and 131,638 shares outstanding at February 1, 2025;

300,000 shares authorized, 147,544 shares issued and 132,768 shares outstanding at February 3, 2024

300,000 shares authorized, 129,638 shares issued and outstanding at January 31, 2026;

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

Additional paid-in capital 995,083 1,079,445

1 unchanged sentence

Accumulated other comprehensive income 73 231

Treasury stock, at cost, 17,327 shares at February 1, 2025 and 14,776 shares at February 3, 2024

Treasury stock, at cost, no shares at January 31, 2026 and 17,327 shares at February 1, 2025

— ( 936,359 )

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Net sales $ 20,957,502 $ 20,045,329 $ 19,548,011

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Income from continuing operations 578,377 534,417 523,652

Income (loss) from discontinued operations, net of income taxes — 89 ( 1,085 )

Income from discontinued operations, net of income taxes — — 89

Net income $ 578,377 $ 534,417 $ 523,741

Income per share attributable to common stockholders—basic:

Income from continuing operations $ 4.04 $ 3.94 $ 3.84

Income (loss) from discontinued operations — — ( 0.01 )

Net income $ 4.04 $ 3.94 $ 3.83

$ 4.41 $ 4.04 $ 3.94

Income per share attributable to common stockholders—diluted:

Income from continuing operations $ 4.00 $ 3.88 $ 3.77

Income (loss) from discontinued operations — — ( 0.01 )

Net income $ 4.00 $ 3.88 $ 3.76

$ 4.38 $ 4.00 $ 3.88

Weighted-average number of shares outstanding:

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Diluted 132,066 133,605 135,118

Other comprehensive (loss) income:

Postretirement medical plan adjustment, net of income tax (benefit) expense of $( 104 ), $( 210 ) and $ 26 , respectively

$ ( 270 ) $ ( 548 ) $ 78

Other comprehensive loss:

Postretirement medical plan adjustment, net of tax $ ( 158 ) $ ( 270 ) $ ( 548 )

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

Unrealized gain on cash flow hedge, net of income tax — — 588

Total other comprehensive (loss) income ( 270 ) ( 1,049 ) 245

Total other comprehensive loss ( 158 ) ( 270 ) ( 1,049 )

Total comprehensive income $ 578,219 $ 534,147 $ 522,692

11 unchanged sentences

Net income — — — 523,741 — — — 523,741

Other comprehensive income, net of tax — — — — 245 — — 245

Other comprehensive loss, net of tax — — — — ( 1,049 ) — — ( 1,049 )

Dividends paid — — ( 25 ) — — — — ( 25 )

4 unchanged sentences

Acquisition of treasury stock — — — — — ( 2,332 ) ( 158,544 ) ( 158,544 )

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

Balance, February 3, 2024 147,544 $ 1,475 $ 1,006,409 $ 1,168,231 $ 501 ( 14,776 ) $ ( 717,765 ) $ 1,458,851

Net income — — — 534,417 — — — 534,417

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Acquisition of treasury stock — — — — — ( 2,924 ) ( 288,859 ) ( 288,859 )

Balance, February 1, 2025 148,965 $ 1,489 $ 1,079,445 $ 1,702,648 $ 231 ( 17,327 ) $ ( 936,359 ) $ 1,847,454

Retirement of treasury stock ( 20,251 ) ( 202 ) ( 145,198 ) ( 1,079,818 ) — 20,251 1,225,218 —

Balance, January 31, 2026 129,638 $ 1,296 $ 995,083 $ 1,201,207 $ 73 — $ — $ 2,197,659

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

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

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Stock-based compensation expense 47,200 47,798 39,021

Deferred income tax (benefit) provision ( 18,493 ) 25,572 ( 1,938 )

Deferred income tax provision (benefit) 7,839 ( 18,493 ) 25,572

Changes in operating leases and other non-cash items 7,109 42,617 ( 21,655 )

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Proceeds from sale-leaseback transactions 2,995 — 12,310

Acquisitions — — ( 376,521 )

Other investing activities ( 3,291 ) ( 1,583 ) —

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Debt issuance costs paid — ( 800 ) ( 1,722 )

Dividends paid ( 25 ) ( 25 ) ( 25 )

Net cash received from stock option exercises 5,014 18,275 2,603

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Net cash used in financing activities ( 309,739 ) ( 319,083 ) ( 261,984 )

Net (decrease) increase in cash and cash equivalents ( 7,777 ) 2,134 ( 11,521 )

Net increase (decrease) in cash and cash equivalents 17,973 ( 7,777 ) 2,134

Cash and cash equivalents, beginning of period 28,272 36,049 33,915

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Interest paid $ 32,232 $ 42,538 $ 59,114

Income taxes paid 191,370 198,559 179,325

Non-cash financing and investing activities:

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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 February 1, 2025, BJ’s operated 250 warehouse clubs and 186 gas stations in 21 states.

As of January 31, 2026, BJ’s operated 263 warehouse clubs and 199 gas stations in 21 states.

Summary of Significant Accounting Policies

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All intercompany balances and transactions have been eliminated in consolidation.

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

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.

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

The Company’s net sales and cash flows have typically been highest in the fourth quarter holiday season and lowest in the first quarter of each 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.

Fiscal year 2024 ("2024") consists of the 52 weeks ended February 1, 2025, fiscal year 2023 ("2023") consists of the 53 weeks ended February 3, 2024, and fiscal year 2022 ("2022") consists of the 52 weeks ended January 28, 2023 .

Fiscal year 2025 (“2025”) consists of the 52 weeks ended January 31, 2026, fiscal year 2024 (“2024”) consists of the 52 weeks ended February 1, 2025, and fiscal year 2023 (“2023”) consists of the 53 weeks ended February 3, 2024 .

Fiscal year 2026 (“2026”) will consist of the 52 weeks ended January 30, 2027.

Estimates Included in Financial Statements

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and stockholders’ equity, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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The Company's clubs are primarily located in the eastern half of the United States.

Sales from the New York metropolitan area comprised approximately 23 %, 23 %, and 21 % of net sales in fiscal years 2024, 2023, and 2022, respectively.

Sales from the New York metropolitan area comprised approximately 23 % of net sales in each of fiscal years 2025, 2024, and 2023, respectively.

Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation ("FDIC").

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Accounts Receivable

Accounts receivable consists primarily of credit card receivables and receivables from vendors related to rebates and coupons and is stated net of allowances for credit losses of $ 2.1 million and $ 2.3 million at February 1, 2025 and February 3,

Accounts receivable consists primarily of credit card receivables and receivables from vendors related to rebates and coupons and is stated net of allowances for credit losses of $ 2.3 million and $ 2.1 million at January 31, 2026 and February 1,

2025, respectively.

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Leasehold costs and improvements are amortized over the shorter of the remaining lease term, which includes renewal periods that are reasonably assured, or the asset’s estimated useful life.

Furniture, fixtures and equipment are depreciated over their estimated useful lives, ranging from three to ten years .

Fixtures, equipment, and software are depreciated over their estimated useful lives, ranging from three to ten years .

Certain costs incurred in connection with developing or obtaining computer software for internal use are capitalized.

Capitalized software costs are included in furniture, fixtures, and equipment and are amortized on a straight-line basis over the estimated useful life of the software, which is generally three years .

Capitalized software costs are included in fixtures, equipment, and software and are amortized on a straight-line basis over the estimated useful life of the software, which is generally three years .

Software costs not meeting the criteria for capitalization are expensed as incurred.

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Debt issuance costs are amortized over the respective terms of the related financing arrangements on a straight-line basis, which is materially consistent with the effective interest method.

Amortization of deferred debt issuance costs of $ 1.0 million, $ 0.9 million, and $ 1.7 million in fiscal years 2024, 2023, and 2022, respectively, is included in interest expense, net in the consolidated statements of operations and comprehensive income.

Goodwill and Indefinite-Lived Intangible Assets

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If the recorded carrying value of the trade name exceeds its estimated fair value, the Company records a charge to write the intangible asset down to its estimated fair value as a component of SG&A.

The Company assessed

the recoverability of the BJ’s trade name and determined that its estimated fair value exceeded its carrying value and that no impairment was necessary in fiscal years 2024, 2023 or 2022.

The Company assessed the recoverability of the BJ’s trade name and determined that its estimated fair value exceeded its carrying value and that no impairment was necessary in fiscal years 2025, 2024 or 2023.

Test for Recoverability of Long-Lived Assets

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Current and expected operating results, cash flows and other factors are considered in connection with management’s review.

For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows of individual clubs and consolidated net cash flows for long-lived assets not identifiable to individual clubs.

For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows of individual clubs and an allocation of consolidated net cash flows for long-lived assets not identifiable to individual clubs.

Impairment losses are measured as the difference between the carrying amount and the estimated fair value of the assets being evaluated.

The Company recorded an impairment charge of $ 1.2 million for a lease asset, which is included in loss from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income in fiscal year 2022.

There were no impairments of lease assets in fiscal years 2024 or 2023.

Asset Retirement Obligations

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

For digitally-enabled sales, including buy-online-pickup-in-club (“BOPIC”), curbside delivery, and same-day delivery, the Company generally recognizes revenue when the customer takes possession of the merchandise.

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

In the ordinary course of business, sales tax is collected at the time of purchase on items that are taxable in the respective jurisdiction.

Sales tax is not included within net sales in the consolidated statements of operations and comprehensive income.

Sales tax is recorded as a liability at the point-of-sale and subsequently remitted to the appropriate taxing authority.

Rewards programs

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

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

Cash back was in the form of electronic awards issued in $ 10 increments that could be used online or in-club and expired 6 months from the date issued.

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

The former BJ's Perks Rewards membership program is now the Club+ program, whereby participating members earn 2 % cash back, up to a maximum of $ 500 per year, on qualified purchases made at BJ's, a 5 cent-per-gallon discount at BJ's gas locations, and effective January 1, 2025, 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.

These rewards do not expire.

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

Effective January 1, 2025, 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 their credit card statement date.

Earned rewards do not expire.

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

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

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

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

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.

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.

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

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

The Company earns monthly royalties under the BJ's One and BJ's One+ credit card programs related to the use of the BJ’s trade name and the issuance of rewards and gasoline discounts to cardholders.

Royalty revenue is recognized based upon actual customer activities, such as reward redemptions, in the period in which the underlying activity occurs.

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.

2 unchanged sentences

Gift Card Programs

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.

The Company sells BJ’s gift cards that allow customers to redeem the cards for future purchases equal to the loaded 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.

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The liability for future claims under this program is not material to the financial statements.

Extended warranties are also offered on certain types of products such as electronics and jewelry.

Extended warranties are also offered on certain types of products such as electronics, jewelry, and eyewear.

These warranties are provided by a third party at fixed prices to the Company.

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The Company has significant experience with return patterns and relies on this experience to estimate expected returns when determining the transaction price.

Returns and Refunds

The Company’s products are generally sold with a right of return and may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize.

1 unchanged sentence

The Company analyzes actual historical returns, current economic trends, changes in sales volume and acceptance of the Company’s products when evaluating the adequacy of the sales returns allowance in any accounting period.

The sales returns reserve, which reduces sales and cost of sales for the estimated impact of returns, was $ 5.4 million in each of fiscal years 2024 and 2023, respectively, and $ 6.1 million in fiscal year 2022.

The sales returns reserve, which reduces sales and cost of sales for the estimated impact of returns, was $ 5.4 million in each of fiscal years 2025, 2024, and 2023.

Actual sales returns were $ 223.4 million, $ 221.7 million, and $ 220.7 million in fiscal years 2025, 2024, and 2023, respectively.

Customer Discounts

Discounts given to customers are usually in the form of coupons and instant markdowns and are recognized as redeemed and recorded in contra-revenue accounts, as they are part of the transaction price of the merchandise sale.

Manufacturer coupons that are available for redemption at all retailers are not reduced from the sale price of merchandise.

Discounts given to customers are usually in the form of coupons and instant markdowns and are recognized as redeemed and recorded as a reduction of revenue, as they are part of the transaction price of the merchandise sale.

Agent Relationships

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In exchange, the Company receives payments in the form of commissions and other fees.

The Company evaluates the relevant criteria to determine whether they serve as the principal or agent in these contracts with customers, in determining whether it is appropriate in these arrangements to record the gross amount of merchandise sales and related costs, or the net amount earned as commissions.

The Company evaluates the relevant criteria to determine whether the Company is the principal or agent in these contracts with customers, in determining whether it is appropriate in these arrangements to record the gross amount of merchandise sales and related costs, or the net amount earned as commissions.

When the Company is considered the principal in a transaction, revenue is recorded gross;

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Commissions received from these service providers are considered variable consideration and are constrained until the third-party customer makes a purchase from one of the service providers.

Standalone Selling Prices

For arrangements that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation on a relative standalone selling price basis.

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In addition to those previously disclosed, the Company made the following accounting policy elections and practical expedients:

Portfolio Approach

• The Company uses the portfolio approach when multiple contracts or performance obligations are involved in the determination of revenue recognition.

• The Company excludes from the transaction price any taxes collected from customers that are remitted to taxing authorities.

Shipping and Handling Charges

• Costs incurred by the Company before the customer obtains control of goods are deemed to be fulfillment costs.

Amounts charged to customers by the Company for shipping and handling related to same-day delivery and traditional ship-to-home

service are included in net sales in the consolidated statements of operations and comprehensive income when control of the merchandise is transferred to the customer.

Amounts charged to customers by the Company for shipping and handling related to same-day delivery and traditional ship-to-home service are included in net sales in the consolidated statements of operations and comprehensive income when control of the merchandise is transferred to the customer.

Amounts charged to the Company by third parties performing the delivery services are included in cost of sales in the consolidated statements of operations and comprehensive income when the delivery services are performed.

Time Value of Money

• The Company’s payment terms are less than one year from the transfer of goods.

Therefore, the Company does not adjust promised amounts of consideration for the effects of the time value of money.

Disclosure of Remaining Performance Obligations

• The Company does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts that are one year or less in term.

1 unchanged sentence

Cost of Sales

The Company’s cost of sales includes the direct costs of merchandise and gasoline, which includes customs, taxes, duties and inbound shipping costs, inventory shrinkage and adjustments and reserves for excess, aged and obsolete inventory.

The Company’s cost of sales includes the direct costs of merchandise and gasoline, which includes customs, tariffs, taxes, duties and inbound shipping costs, inventory shrinkage and adjustments and reserves for excess, aged and obsolete inventory.

Cost of goods sold also includes certain distribution center costs and allocations of certain indirect costs, such as occupancy, depreciation, amortization, labor, and benefits.

Presentation of Sales Tax Collected from Customers and Remitted to Governmental Authorities

In the ordinary course of business, sales tax is collected on items purchased by the members that are taxable in the jurisdictions when the purchases occur.

These taxes are then remitted to the appropriate taxing authority.

These taxes collected are excluded from revenues in the financial statements.

Vendor Rebates and Allowances

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Pre-opening expenses consist of direct incremental costs of opening or relocating a facility and are expensed as incurred.

Selling, General and Administrative ("SG&A") Expenses

Selling, General and Administrative Expenses

SG&A consists of various expenses related to supporting and facilitating the sale of merchandise in the Company's clubs, including the following:

4 unchanged sentences

amortization of intangible assets;

and consulting, legal, insurance, acquisition and integration costs, and other professional services expenses.

and consulting, legal, insurance, restructuring charges, and other professional services expenses.

Advertising Expenses

Advertising expenses generally consist of efforts to acquire new members and typically include media advertising (some of which is vendor-funded).

Advertising expenses generally consist of efforts to acquire new members and media advertising (some of which is vendor-funded).

The Company expenses advertising as incurred as a component of SG&A.

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The fair value of the performance-based awards is recognized as compensation expense ratably over the service period of each performance tranche, which is typically three years .

The Company’s common stock is listed on the NYSE and its value is determined by the market price on the NYSE.

The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) and its value is determined by the market price on the NYSE.

See “ Note 11 .

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Basic income per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Basic income from continuing operations per share is calculated by dividing income from continuing operations by the weighted-average number of shares of common stock outstanding for the period.

Basic income (loss) from discontinued operations per share is calculated by dividing income (loss) from discontinued operations by the weighted-average number of shares of common stock outstanding for the period.

Diluted income per share is calculated by dividing net income available to common stockholders by the diluted weighted-average number of shares of common stock outstanding for the period.

Diluted income from continuing operations per share is calculated by dividing income from continuing operations by the diluted weighted-average number of shares of common stock outstanding for the period.

Diluted income (loss) from discontinued operations per share is calculated by dividing income (loss) from discontinued operations by the diluted weighted-average number of shares of common stock outstanding for the period.

The Company accounts for income taxes using the asset and liability method.

6 unchanged sentences

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value in accordance with GAAP.

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.

6 unchanged sentences

Comprehensive Income

Comprehensive income is a measure of net income and all other changes in equity that result from transactions other than with equity holders, and would normally be recorded in the consolidated statements of stockholders’ equity and the consolidated statements of comprehensive income.

Other comprehensive income (loss) consists of postretirement medical plan adjustments and unrealized gains and losses from derivative instruments designated as cash flow hedges.

Other comprehensive loss consists of postretirement medical plan adjustments.

Treasury Stock

1 unchanged sentence

Treasury stock is presented as a reduction to stockholders’ equity and is included in authorized and issued shares but excluded from outstanding shares.

Beginning in fiscal year 2025, the Company adopted a resolution of the board of directors to retire treasury shares on a quarterly basis.

Upon retirement, the Company reduces common stock and additional paid-in capital by an amount equal to the original issuance price of the shares with any excess of the repurchase price allocated to retained earnings.

Retired shares are accounted for as authorized but unissued shares.

Restructuring Charges

5 unchanged sentences

Recently Issued Accounting Pronouncements and Policies

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

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

Early adoption and retrospective application are permitted.

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

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

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

Disaggregation of Income Statement Expenses .

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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.

The Company is currently evaluating the impact that this guidance will have on the notes to the audited consolidated financial statements, as ASU 2024-03 will not impact the

Company’s consolidated balance sheets, statements of operations and comprehensive income, statements of stockholders’ equity, or statements of cash flows.

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 modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development, and removing the previous “development stage” model 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 those annual reporting periods.

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 and disclosures.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements which serves to clarify, correct errors, or make minor improvements to various topics within the Codification.

Generally, the amendments in this ASU are not intended to result in significant changes to current accounting principles.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods.

Early adoption is permitted, and entities may elect to adopt the amendments on an issue-by-issue basis.

The Company is currently evaluating the amendments within ASU 2025-12 and determining the impact that this guidance will have on our consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements and Policies

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

Improvements to Reportable Segment Disclosures , which expands the segment reporting disclosures and requires disclosure of segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, amounts and description of its composition for other segment items, and interim disclosure of a reportable segment’s profit or loss and assets.

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

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

The Company adopted this standard in fiscal year 2024.

In December 2023, the 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.

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 Company adopted ASU 2023-09 on a retrospective basis as of and for the fiscal year ended January 31, 2026.

The adoption of ASU 2023-09 did not impact the Company’s consolidated balance sheets, statements of operations and comprehensive income, statements of stockholders’ equity, or statements of cash flows, but it did result in additional disclosures within the notes to the audited consolidated financial statements.

In accordance with the retrospective adoption, the Company has revised certain prior period comparative income tax disclosures presented herein to conform to the new disclosure requirements within ASU 2023-09.

These revisions include presentation of expanded tabular disclosures for the effective tax rate reconciliation as well as additional disaggregation of income taxes paid by jurisdiction for fiscal years 2024 and 2023.

Refer to “ Note 1 3 .

Segment Reporting" for relevant disclosures.

Income Taxes” for applicable disclosures.

Related Party Transactions

One of the Company’s suppliers, Advantage Solutions Inc., was determined to be a related party of the Company through June 17, 2022 in fiscal year 2022.

Advantage Solutions Inc.

is a provider of in-club product demonstration and sampling services.

Currently, the Company engages them from time to time for ancillary support services, including temporary club labor, as needed.

The Company incurred approximately $ 3.1 million of costs payable to Advantage Solutions for services rendered during fiscal year 2022.

The demonstration and sampling service fees are fully funded by merchandise vendors who participate in the program.

The Company did not have any material related party transactions during fiscal years 2025, 2024, or 2023.

Revenue Recognition

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Contract Balances

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

February 1, 2025 February 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 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):

January 31, 2026 February 1, 2025

Rewards programs:

Earned award dollars $ 57,474 $ 49,135

Royalty revenue $ 10,572 $ 9,972

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Total deferred revenue $ 283,760 $ 295,072

Current and long-term deferred revenue balances are included within accrued expenses and other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.

The following tables summarizes the Company's revenue recognized during the period that was included in the opening deferred balance as of February 3, 2024 and January 28, 2023 (in thousands):

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

Fiscal Year Ended

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

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

Rewards earned 370,559 326,261

Revenue recognized on rewards ( 356,606 ) ( 317,922 )

Earned rewards balance, end of period $ 71,427 $ 57,474

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):

Fiscal Year Ended

January 31, 2026 February 1, 2025

Rewards programs:

Earned award dollars $ 49,135 $ 34,676

Royalty revenue $ 9,972 $ 4,593

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Total revenue $ 279,944 $ 251,444

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

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

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

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Property and Equipment, Net

The following table summarizes the Company's property and equipment as of February 1, 2025 and February 3, 2024 (in thousands):

The following table summarizes the Company's property and equipment as of January 31, 2026 and February 1, 2025 (in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Land and buildings $ 1,464,008 $ 1,110,101

Leasehold costs and improvements 359,531 329,401

Furniture, fixtures, and equipment 1,609,273 1,505,496

Fixtures, equipment, and software 1,842,848 1,609,273

Construction in progress 257,618 190,263

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and operating leases for certain distribution centers, stand-alone gas stations, and the Club Support Center.

The initial primary term of the Company’s operating leases ranges from 2 to 44 years, with most of these leases having an initial term of 20 years.

The initial primary term of the Company’s operating leases ranges from 2 years to 44 years, with most of these leases having an initial term of 20 years.

The initial primary term of the Company’s finance leases ranges from 3 years to 20 years, with most of these leases having an initial term of 7 years.

The following table summarizes the Company’s finance and operating lease assets and lease liabilities as of February 1, 2025 and February 3, 2024 (in thousands):

February 1, 2025 February 3, 2024 Consolidated Balance Sheet Classification

The following table summarizes the Company’s finance and operating lease assets and lease liabilities as of January 31, 2026 and February 1, 2025 (in thousands):

January 31, 2026 February 1, 2025 Consolidated Balance Sheet Classification

Operating lease assets $ 1,976,013 $ 2,100,257 Operating lease right-of-use assets, net

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Total lease liabilities $ 2,139,671 $ 2,234,694

In fiscal year 2022, the Company recorded a lease asset impairment charge of $ 1.2 million included in income (loss) from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income.

There were no impairments of lease assets in fiscal years 2024 or 2023.

The following table is a summary of the components of net lease costs for fiscal years 2025, 2024, and 2023 (in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Finance lease cost:

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(a) Amortization of finance lease assets, operating lease cost, variable lease cost, and sublease income are primarily included in SG&A expenses in the consolidated statements of operations and comprehensive income.

Variable lease cost primarily consists of increases in rental payments based on an index, and for fiscal year 2022, includes $ 4.8 million of costs incurred to purchase assets deemed to be owned by the lessor of the Company’s Club Support Center.

Variable lease cost primarily consists of increases in rental payments based on an index, as well as the cost of leases with an initial term of twelve months or less.

(b) Interest recognized on finance lease liabilities is included in interest expense, net in the consolidated statements of operations and comprehensive income.

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of February 1, 2025 and February 3, 2024 were as follows:

February 1, 2025 February 3, 2024

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of January 31, 2026 and February 1, 2025 were as follows:

January 31, 2026 February 1, 2025

Weighted-average remaining lease term (in years) - operating leases 11.1 11.5

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Operating cash flows paid for operating leases $ 358,987 $ 328,239 $ 380,340

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items $ 75,375 $ 150,035 $ 177,187

Financing lease liabilities arising from obtaining right-of-use assets 31,203 758 22,135

Future lease commitments to be paid by the Company as of February 1, 2025 were as follows (in thousands):

Future lease commitments to be paid by the Company as of January 31, 2026 were as follows (in thousands):

Fiscal Year Operating Leases Finance Leases

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Present value of lease liabilities $ 2,089,632 $ 50,039

As of February 1, 2025, the Company had certain executed real estate and gas station leases that have not yet commenced and therefore are not reflected in the tables above.

These leases are expected to commence primarily in fiscal year 2025 with lease terms ranging from 6 years to 20 years.

As of January 31, 2026, the Company had certain executed real estate and gas station leases that have not yet commenced and therefore are not reflected in the tables above.

These leases are expected to commence primarily in fiscal year 2026 with lease terms ranging from 5 years to 25 years years.

We estimate future lease commitments for these leases to be approximately $ 561.0 million.

Sale-leaseback Transactions

During fiscal year 2023, the Company completed two sale-leaseback transactions for buildings constructed by the Company on land owned by the buyer-lessors.

In connection with these transactions, the Company sold assets with a total fair value of $ 26.2 million and received proceeds of $ 18.5 million.

The difference between the fair value of assets sold and proceeds received was deemed prepaid rent and is included in the operating lease asset at lease commencement.

During fiscal years 2025 and 2023, the Company completed one and two sale-leaseback transactions for buildings constructed by the Company on land owned by the buyer-lessors, respectively.

In connection with these transactions, the Company sold assets with total fair values of $ 12.7 million and $ 26.2 million, and received proceeds of $ 9.0 million and $ 18.5 million for fiscal years 2025 and 2023, respectively.

Cash received in connection with these transactions is included in proceeds from sale-leaseback transactions in the consolidated statements of cash flows and totaled $ 3.0 million and $ 12.3 million in fiscal years 2025 and 2023, respectively, while the remainder of the cash consideration was received in prior periods.

The difference between the fair value of assets sold and proceeds received was deemed prepaid rent and included in the operating lease asset at lease commencement.

There were no sale-leaseback transactions completed during fiscal year 2024.

Failed Sale-leaseback Transactions

During fiscal years 2024 and 2023, the Company constructed one and three buildings, respectively, on land owned by certain of the Company’s lessors.

The associated leases were deemed to be financing leases, resulting in the Company accounting for the transactions as failed sale-leasebacks.

During fiscal years 2025, 2024, and 2023, the Company constructed four , one , and three buildings, respectively, on land owned by certain of the Company’s lessors.

The associated leases, which each have an initial term of 20 years, were deemed to be financing leases, resulting in the Company accounting for the transactions as failed sale-leasebacks.

The net book value of the associated building assets is included in property and equipment, net in the consolidated balance sheets.

The current portion of the financing obligations is included in accrued expenses and other current liabilities, while the long-term portion is included in other non-current liabilities in the consolidated balance sheets.

Cash received in connection with the transactions is included in proceeds from financing obligations in the consolidated statements of cash flows.

Interest expense incurred as a result of the financing obligations is included in interest expense, net in the consolidated statements of operations and comprehensive income.

In connection with the fiscal year 2025 transactions, the Company recorded financing obligations totaling $ 36.3 million, which represented total cash received, of which $ 20.7 million was received during fiscal year 2025 and the remainder of which was received in prior periods.

In connection with the fiscal year 2024 transactions, the Company recorded a financing obligation totaling $ 9.3 million, which represented total cash received, of which $ 3.1 million was received during fiscal year 2024 and the remainder of which was received in prior periods.

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The receivables were collected during fiscal year 2024.

Operating cash flows paid for the interest portion of failed sale-leasebacks totaled $ 3.1 million and $ 0.9 million for fiscal years 2024 and 2023, respectively.

The net book value of the associated building assets is included in property and equipment, net in the consolidated balance sheets.

Operating cash flows paid for the interest portion of failed sale-leasebacks totaled $ 5.9 million, $ 3.1 million, and $ 0.9 million for fiscal years 2025, 2024, and 2023, respectively.

Debt and Credit Arrangements

Debt consisted of the following at February 1, 2025 and February 3, 2024 (in thousands):

February 1, 2025 February 3, 2024

Debt consisted of the following at January 31, 2026 and February 1, 2025 (in thousands):

January 31, 2026 February 1, 2025

ABL Revolving Facility $ 120,000 $ 175,000

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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 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 January 31, 2026, there was $ 120.0 million outstanding in loans under the ABL Revolving Facility and $ 9.6 million in outstanding letters of credit.

The interest rate on the revolving credit facility was 4.77 %, and unused capacity was $ 1.04 billion.

As of February 1, 2025, there was $ 175.0 million outstanding in loans under the ABL Revolving Facility and $ 11.1 million in outstanding letters of credit.

The interest rate on the revolving credit facility was 5.41 %.

As of February 1, 2025, there was $ 175.0 million outstanding in loans under the ABL Revolving Facility and $ 11.1 million in outstanding letters of credit.

The interest rate on the revolving credit facility was 5.41 %, and unused capacity was $ 1.0 billion.

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.

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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.

The maturity date of the First Lien Term Loan is February 3, 2029.

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 February 1, 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 January 31, 2026, 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.

During fiscal year 2022, total fees incurred in connection with the Third Amendment were approximately $ 3.2 million.

During fiscal year 2024, total fees incurred in connection with the Fifth Amendment were approximately $ 0.8 million.

The Company expensed $ 0.1 million of previously capitalized debt issuance costs and original issue discount and expensed $ 0.8 million of new third-party fees.

The Company deferred $ 1.2 million of new debt issuance costs and original issue discount.

The Company deferred an immaterial amount of new debt issuance costs.

During fiscal year 2023, total fees incurred in connection with the Fourth Amendment were approximately $ 1.7 million.

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The Company deferred $ 1.3 million of new debt issuance costs.

As of February 3, 2024, there was $ 400.0 million outstanding on the First Lien Term Loan, which reflected the Company’s repayment of $ 50.0 million of the principal amount outstanding under the First Lien Term Loan Credit Agreement during the third quarter of fiscal year 2023 prior to the Fourth Amendment.

The interest rate was 7.33 %.

During fiscal year 2024, total fees incurred in connection with the Fifth Amendment were approximately $ 0.8 million.

The Company expensed $ 0.1 million of previously capitalized debt issuance costs and original issue discount and expensed $ 0.8 million of new third-party fees.

The Company deferred an immaterial amount of new debt issuance costs.

As of February 1, 2025, there was $ 400.0 million outstanding under the First Lien Term Loan.

The interest rate was 6.08 % as of fiscal year end.

As of January 31, 2026 and February 1, 2025, there was $ 400.0 million outstanding under the First Lien Term Loan.

The interest rate was 5.43 % and 6.08 % as of January 31, 2026 and February 1, 2025, respectively.

Future minimum payments

Scheduled future minimum principal payments on debt as of February 1, 2025 are as follows (in thousands):

Scheduled future minimum principal payments on long-term debt, which excludes short-term borrowings on the ABL Revolving Facility, are as follows as of January 31, 2026 (in thousands):

Principal Payments

2025 $ 175,000

Total $ 400,000

Interest Expense, Net

The following details the components of interest expense for the periods presented (in thousands):

The following table details the components of interest expense (in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Interest on debt $ 31,934 $ 42,723 $ 58,197

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Goodwill and Intangible Assets

The carrying value of goodwill was $ 1.0 billion as of February 1, 2025 and February 3, 2024.

No impairments were recorded in fiscal years 2024, 2023, and 2022, as a result of the annual goodwill impairment tests performed.

The carrying value of goodwill was $ 1.01 billion as of each of January 31, 2026 and February 1, 2025.

No impairments were recorded in fiscal years 2025, 2024, or 2023, as a result of the annual goodwill impairment tests performed.

Intangible assets consist of the following (in thousands):

February 1, 2025

January 31, 2026

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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Member relationships are amortized over 15.3 years and private label brands were amortized over 12 years.

Member relationships will primarily be amortized through fiscal year 2026.

Member relationships will be amortized primarily through fiscal year 2026.

The Company recorded amortization expense of $ 5.6 million, $ 6.5 million and $ 7.9 million for fiscal years 2025, 2024, and 2023, respectively.

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(1) shares subject to a stock appreciation right (“SAR”), that are not issued in connection with the stock settlement of the SAR on its exercise and (2) shares purchased on the open market with the cash proceeds from the exercise of options under the 2018 Plan, 2011 Plan, or 2012 Director Plan.

As of February 1, 2025, there were 4,518,327 shares available for future issuance under the 2018 Plan.

The Company recognized $ 47.8 million, $ 39.0 million, and $ 42.6 million of total stock-based compensation for fiscal years 2024, 2023, and 2022, respectively, inclusive of expense related to the ESPP.

As of February 1, 2025, there was approximately $ 60.4 million o f unrecognized compensation cost, all of which is expected to be recognized over the next three years .

As of January 31, 2026, there were 4,343,682 shares available for future issuance under the 2018 Plan.

The Company recognized $ 47.2 million, $ 47.8 million, and $ 39.0 million of total stock-based compensation expense for fiscal years 2025, 2024, and 2023, respectively, inclusive of expense related to the ESPP.

As of January 31, 2026, there was approximately $ 66.3 million o f unrecognized compensation cost, all of which is expected to be recognized over the next three years .

Stock option awards were generally granted with a vesting period of three years .

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No options were granted during fiscal years 2025, 2024, or 2023.

The fair value of options granted prior to fiscal year 2021 was estimated using the Black-Scholes option pricing model.

Presented below is a summary of the stock option activity and weighted-average exercise prices for the fiscal year ended February 1, 2025:

Presented below is a summary of the stock option activity and weighted-average exercise prices for the fiscal year ended January 31, 2026:

(Options in thousands) Number of Securities to be Issued Upon Exercise of Outstanding Options Weighted- average Exercise Price Weighted-average Remaining Contractual Life (in years)

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The Company received a tax benefit related to these option exercises of approximately $ 8.1 million, $ 15.1 million, and $ 2.0 million in fiscal years 2025, 2024, and 2023, respectively.

As of February 1, 2025, the total intrinsic value of options outstanding, vested, and exercisable was $ 65.6 million.

Presented below is a summary of our non-vested restricted shares, restricted stock units and performance stock and weighted-average grant-date fair values for the fiscal year ended February 1, 2025:

Restricted Stock Restricted Stock Units Performance Stock

As of January 31, 2026, the total intrinsic value of options outstanding, vested, and exercisable was $ 37.5 million.

Presented below is a summary of our non-vested restricted shares, restricted stock units, and performance stock units and weighted-average grant-date fair values for the fiscal year ended January 31, 2026:

Restricted Stock Restricted Stock Units Performance Stock Units

(Shares in thousands) Shares Weighted-average Grant-Date Fair Value Shares Weighted-average Grant-Date Fair Value Shares (a)

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Outstanding, end of period 93 78.15 480 95.76 507 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 vest in the first quarter of fiscal year 2025, is expected to be 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 %, and actual payout for the performance stock awards granted in fiscal year 2024, which vest in fiscal year 2027, could be below 100 % or up to 300 %.

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

The fair value as of the vesting date was $ 23.7 million, $ 1.9 million and $ 35.3 million for restricted stock, restricted stock units, and performance stock, respectively.

(a) Shares outstanding reflect a 100 % payout.

However, the actual payout for the remaining performance stock unit awards granted in fiscal year 2021 and performance stock unit awards granted in fiscal year 2023 is expected to be 200 % and 92 %, respectively, all of which will vest in fiscal year 2026.

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

(b) Includes 175 incremental performance stock unit 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.

The fair value as of the vesting date was $ 21.4 million, $ 15.2 million and $ 43.0 million for restricted stock, restricted stock units, and performance stock units, respectively.

2018 Employee Stock Purchase Plan

On June 14, 2018, the Company’s board of directors adopted and and its stockholders approved the BJ's Wholesale Club Holdings, Inc.

2018 ESPP, which became effective the day prior to the first day of public trading of the Company's equity securities.

The aggregate number of shares of common stock that was be reserved for issuance under our ESPP was be 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 board of directors.

The offering under the ESPP commenced on January 1, 2019.

The amount of expense recognized in the fiscal years 2024, 2023, and 2022, was $ 1.6 million, $ 1.4 million and $ 1.1 million, respectively.

As of February 1, 2025, there were 2,785,722 shares available for issuance under the ESPP.

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 board of directors.

The amount of expense recognized related to the ESPP in the fiscal years 2025, 2024, and 2023, was $ 2.0 million, $ 1.6 million and $ 1.4 million, respectively.

As of January 31, 2026, there were 3,157,918 shares available for issuance under the ESPP.

Treasury Shares and Share Repurchase Programs

Treasury Shares Acquired on Restricted Stock Awards and Performance Stock Awards

Treasury Shares Acquired on Stock-Based Awards

Shares reacquired to satisfy tax withholding obligations upon the vesting of restricted stock awards and performance stock awards in fiscal years 2025, 2024, and 2023 were 324,210 shares, 369,327 shares, and 373,875 shares, respectively.

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The Company initiated the 2021 Repurchase Program and the 2024 Repurchase Program to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value.

As of February 1, 2025, $ 1.0 billion remained available to purchase under the 2024 Repurchase Program.

The Company repurchased 2,181,885 , 1,958,218 , and 2,234,708 shares of common stock totaling $ 190.9 million, $ 130.2 million and $ 152.5 million in fiscal years 2024, 2023, and 2022, respectively, all under the 2021 Repurchase Program.

The Company repurchased 2,599,000 shares for $ 252.4 million under the 2024 Repurchase Program during fiscal year 2025.

The Company repurchased 2,181,885 and 1,958,218 shares for $ 190.9 million and $ 130.2 million under the 2021 Repurchase Program during fiscal years 2024 and 2023, respectively.

The Company accounts for treasury stock under the cost method based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred.

As of January 31, 2026, $ 749.7 million remained available to purchase under the 2024 Repurchase Program.

Retirement of Treasury Shares

During fiscal year 2025, the Company retired 20,250,740 shares of treasury stock, which represented the cumulative number of shares held in the Company’s treasury due to acquisitions during the current and prior periods.

The retirement of these shares resulted in decreases in treasury stock, retained earnings, and additional paid-in capital of $ 1.23 billion, $ 1.08 billion, and $ 145.2 million, respectively.

There were no share retirements during fiscal years 2024 or 2023.

The provision for income taxes from continuing operations includes the following (in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Current $ 126,475 $ 146,882 $ 126,805

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Statutory federal income tax rates $ 162,584 21.0 % $ 151,378 21.0 % $ 154,563 21.0 %

State income taxes, net of federal tax benefit 6.1 7.2 6.5

Work opportunity and solar energy tax credit ( 0.3 ) ( 0.5 ) ( 0.7 )

Charitable contributions ( 0.3 ) ( 0.2 ) ( 0.2 )

Prior year adjustments — 1.2 —

Excess tax benefit related to stock-based compensation ( 1.6 ) ( 0.6 ) ( 1.3 )

Domestic federal reconciling items:

Tax credits ( 2,927 ) ( 0.4 ) ( 2,363 ) ( 0.3 ) ( 3,407 ) ( 0.5 )

Nontaxable and nondeductible items, net

Share-based payment awards ( 8,879 ) ( 1.1 ) ( 11,834 ) ( 1.6 ) ( 4,414 ) ( 0.6 )

Gains on transferable tax credits (a)

( 8,705 ) ( 1.1 ) — — — —

Other nontaxable and nondeductible items, net 6,262 0.8 7,092 1.0 14,507 2.0

Changes in unrecognized tax benefits (b)

14 0.0 ( 56 ) 0.0 ( 10 ) 0.0

Other ( 3,242 ) ( 0.4 ) ( 1,357 ) ( 0.2 ) ( 2,263 ) ( 0.3 )

Effective income tax rate 25.9 % 28.8 % 25.5 %

Significant components of the Company’s deferred tax assets and liabilities as of February 1, 2025 and February 3, 2024 are as follows (in thousands):

February 1, 2025 February 3, 2024

Domestic state and local income taxes, net of federal effect (c)

50,727 6.5 43,570 6.0 53,264 7.2

Effective income tax $ 195,834 25.3 % $ 186,430 25.9 % $ 212,240 28.8 %

(a) The domestic federal income tax benefit associated with the discount on transferable tax credits is included herein.

(b) The Company has elected to classify interest and penalties as income taxes as permitted by ASC 740-10-45-25.

The related amounts recognized are included herein.

(c) The jurisdictions that contribute to the majority of the tax effect in this category are New York, New Jersey, Massachusetts, and Florida.

Cash taxes paid may vary from the income tax expense reported in the consolidated statements of operations and comprehensive income due to differences between the timing of tax payments and the recognition of tax expense, the impact of deferred taxes, changes in tax reserves, and other non-cash tax items.

The table below presents the income taxes paid, net of refunds received, by jurisdiction (in thousands):

Fiscal Year Ended

January 31, 2026 February 1, 2025 February 3, 2024

US federal income taxes paid (a)

$ 99,900 $ 139,100 $ 127,500

US state and local income taxes paid

New York 12,300 10,600 11,100

New Jersey 11,000 * *

Massachusetts * * 11,700

Other 41,200 41,670 48,259

Total US state and local income taxes paid 64,500 52,270 71,059

Total income taxes paid $ 164,400 $ 191,370 $ 198,559

(a) Includes $ 41.7 million paid to a third party for transferable tax credits during fiscal year 2025.

* The disclosure threshold was applied separately to each year.

Amounts for these jurisdictions were not subject to the threshold for the period presented.

Significant components of the Company’s deferred tax assets and liabilities as of January 31, 2026 and February 1, 2025 are as follows (in thousands):

January 31, 2026 February 1, 2025

Deferred tax assets:

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Fiscal Year Ended

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Balance, beginning of period $ 2,591 $ 2,867

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Balance, end of period $ 2,969 $ 2,591

The total amount of unrecognized tax benefits, reflective of federal tax benefits at February 1, 2025 and February 3, 2024 that, if recognized, would favorably affect the effective tax rate was $ 2.1 million and $ 2.3 million, respectively.

As of February 1, 2025, management has determined it is reasonably possible that the total amount of unrecognized tax benefits could decrease within the next twelve months by $ 0.1 million, due to the expiration of statute of limitations.

The total amount of unrecognized tax benefits, reflective of federal tax benefits at January 31, 2026 and February 1, 2025 that, if recognized, would favorably affect the effective tax rate was $ 3.0 million and $ 2.6 million, respectively.

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

The Company classifies interest expense and any penalties related to income tax uncertainties as a component of income tax expense.

The Company recognized an immaterial amount of expense for fiscal year 2024 and $ 0.1 million of expense for fiscal years 2023 and 2022.

As of February 1, 2025 and February 3, 2024, the Company had $ 0.2 million of accrued interest related to income tax uncertainties.

The Company recognized an immaterial amount of expense for each of fiscal years 2025, 2024, and 2023, respectively.

As of January 31, 2026 and February 1, 2025, the Company had $ 0.2 million of accrued interest related to income tax uncertainties.

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

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 quantified the

impact of the Act to our financial statements and has reflected the effects within the consolidated financial statements for fiscal year 2025.

Retirement Plans

Under the Company's 401(k) savings plans, participating employees may make pretax contributions up to 50 % of covered compensation subject to federal limits.

Under the Company's 401(k) savings plans, participating employees may make pretax and/or Roth contributions up to 50 % of covered compensation subject to federal limits.

The Company matches employee contributions at 50 % of the first six percent of covered compensation.

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Upon termination of the plan, all remaining contributions became fully vested.

Expense under this plan was $ 0.5 million and $ 3.7 million in fiscal years 2023 and 2022, respectively.

As of February 3, 2024, the remaining $ 2.2 million due to participants was included in accrued expenses and other current liabilities in the consolidated balance sheets.

All amounts due were fully settled with participants during fiscal year 2024.

Expense under this plan was $ 0.5 million in fiscal year 2023.

The remaining $ 2.2 million due to participants was fully settled during fiscal year 2024.

Effective January 1, 2024, the Company offers certain qualifying individuals the ability to participate in the NQDC Plan.

The NQDC Plan allows employees to defer up to 50 % of the participant's annual base salary as well as up to 100 % of any annual bonus award.

Beginning in fiscal year 2025, eligible participants will also be allowed to defer between 0 % and 100 % of stock incentive awards granted during the fiscal year.

Beginning in fiscal year 2025, eligible participants are allowed to defer between 0 % and 100 % of stock incentive awards granted during the fiscal year.

The Company may also elect to provide a discretionary contribution to the NQDC Plan to certain executives, which will become 100 % vested on the third anniversary of a participant's date of hire.

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The Company credits the amounts deferred with earnings and holds investments in company-owned life insurance (“COLI”) policies to offset the Company's liabilities under the NQDC Plan.

Total liabilities related to the NQDC Plan liability and the cash surrender value of COLI investments, included in other non-current liabilities and other assets in the consolidated balance sheets, were $ 3.0 million and $ 1.8 million, respectively, as of February 1, 2025.

Expense under this plan was $ 2.4 million for fiscal year 2024.

The NQDC Plan liability, investments, and expense under such plan were no t material for fiscal year 2023.

Total liabilities related to the NQDC Plan liability and the cash surrender value of COLI investments, included in other non-current liabilities and other assets in the consolidated balance sheets, were $ 7.1 million and $ 6.1 million, respectively, as of January 31, 2026, and $ 3.0 million and $ 1.8 million, respectively, as of February 1, 2025.

Expense under this plan was $ 1.2 million and $ 2.4 million for fiscal years 2025 and 2024, respectively.

Fiscal year 2023 expense was not material.

Asset Retirement Obligations

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Balance, beginning of period $ 28,955 $ 26,360 $ 23,336

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The major components of accrued expenses and other current liabilities are as follows (in thousands):

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Deferred membership fee income $ 240,643 $ 253,262

Outstanding payables 105,615 113,474

Sales, property, use and other taxes (a)

161,131 74,309

Employee compensation and benefits 113,383 110,689

Sales, property, use and other taxes 74,309 63,294

Insurance reserves 78,894 60,097

Fixed asset accruals and property-related costs 55,824 58,930

Outstanding payables 112,165 105,615

Rewards programs and related deferred revenues 84,909 71,528

Fixed asset accruals and property-related costs 83,567 55,824

Insurance reserves 75,581 78,894

Deferred revenues and vendor income 44,005 44,010

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Total accrued expenses and other current liabilities $ 1,033,579 $ 913,042

Includes a $ 91.4 million accrual related to the purchase of transferable tax credits as of January 31, 2026.

Other Non-current Liabilities

The major components of other non-current liabilities are as follows (in thousands):

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Insurance reserves $ 117,662 $ 96,746

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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.

The fair value of the Company's long-term debt is estimated based on current market rates for the 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 U.S.

The gross carrying amount and fair value of the Company’s debt at February 1, 2025 are as follows (in thousands):

The gross carrying amount and fair value of the Company’s debt at January 31, 2026 are as follows (in thousands):

Carrying Amount Fair Value

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Weighted-average shares of common stock outstanding, used for basic computation 131,193 132,150 133,047

4 unchanged sentences

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Stock-based awards 147 84 228

On May 2, 2022, the Company completed the Acquisition to bring substantially all of its end-to-end perishable supply chain in-house.

The total consideration paid by the Company in connection with the Acquisition was approximately $ 375.6 million, excluding transaction costs.

The Company did no t record any transaction costs for the fiscal years ended February 1, 2025 and February 3, 2024.

For the fiscal year ended January 28, 2023, the Company recorded transaction and integration costs related to the Acquisition of $ 12.3 million.

These costs are included in SG&A expenses in the consolidated statements of operations and comprehensive income.

For the fiscal year ended January 28, 2023, the Acquisition generated an incremental $ 66.8 million in revenue.

It is impracticable to provide historical supplemental pro forma financial information along with earnings during the period subsequent to the Acquisition due to a variety of factors, including access to historical information and the operations of acquiree being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure.

Segment Reporting

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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 CODM is the Company’s chairman and chief executive officer, Robert W.

The CODM utilizes net income, as reported in the 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 chief operating decision maker (“CODM”) is the Company’s chairman and chief executive officer.

The CODM uses net income, as reported in the 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.

1 unchanged sentence

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Total revenues $ 21,457,274 $ 20,501,804 $ 19,968,689

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Merchandise cost of sales represents those expenses related to the sales of merchandise including inventory costs and distribution costs, and excludes costs related to gasoline and membership fee income.

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

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

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

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

Condensed Financial Information of Registrant (Parent Company Only)

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(Amounts in thousands)

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Investment in subsidiaries $ 2,197,659 $ 1,847,454

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$ 0.01 par value;

300,000 shares authorized, 148,965 shares issued and 131,638 shares outstanding at February 1, 2025;

300,000 shares authorized, 147,544 shares issued and 132,768 shares outstanding at February 3, 2024

300,000 shares authorized, 129,638 shares issued and outstanding at January 31, 2026;

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

Additional paid-in capital 995,156 1,079,676

Retained earnings 1,201,207 1,702,648

Treasury stock, at cost, 17,327 shares at February 1, 2025 and 14,776 shares at February 3, 2024

Treasury stock, at cost, no shares at January 31, 2026 and 17,327 shares at February 1, 2025

— ( 936,359 )

5 unchanged sentences

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Equity in net income of subsidiaries $ 578,377 $ 534,417 $ 523,741

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A statement of cash flows has not been presented as BJ’s Wholesale Club Holdings, Inc.

did not have any cash as of, or for, the years ended February 1, 2025, February 3, 2024, or January 28, 2023.

did not have any cash as of, or for, the years ended January 31, 2026, February 1, 2025, or February 3, 2024.

Basis of Presentation

4 unchanged sentences

The covenants of the First Lien Term Loan restrict the payment of dividends and distributions to, among other exceptions, (i) a $ 25.0 million general basket, (ii) a basket for unlimited dividends and distributions if no event of default exists and the pro-forma total net leverage ratio is less than or equal to 4.25 to 1.00, (iii) a “growing” basket based on, among other things, retained excess cash flow subject to no event of default and compliance with a pro-forma interest coverage ratio of greater than or equal to 2.00 to 1.00, and (iv) a basket for 6.0 % per annum of the net cash proceeds received from such qualified IPO that are contributed to the borrower in cash.

As of February 1, 2025, the amount of net income free of such restrictions and available for payment by BJ’s Wholesale Club Holdings, Inc.

as dividends, was $ 534.4 million, and the total amount of restricted net assets of consolidated subsidiaries of BJ’s Wholesale Club Holdings, Inc.

was $ 104.2 million.

For the fiscal year ended January 31, 2026, the amount of net income free of such restrictions and available for payment by BJ’s Wholesale Club Holdings, Inc.

as dividends, was $ 578.4 million.

The total amount of restricted net assets of consolidated subsidiaries of BJ’s Wholesale Club Holdings, Inc.

was $ 99.7 million as of January 31, 2026.

All subsidiaries of BJ’s Wholesale Club, Inc.

3 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-K

Item 8. Financial Statements and Supplementary Data