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The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of February 1, 2025, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
+Added: Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2026, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
9 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 1, 2025.
+Added: Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2026.
In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
−Removed: Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of February 1, 2025, our internal control over financial reporting was effective.
−Removed: The effectiveness of the Company’s internal control over financial reporting as of February 1, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
+Added: Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of January 31, 2026, our internal control over financial reporting was effective.
+Added: The effectiveness of the Company’s internal control over financial reporting as of January 31, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Other Information
3 unchanged sentences
Eddy’s Rule 10b5-1 Trading Plan, which expires on December 15, 2026 , provides for the sale of up to 410,614 shares of common stock pursuant to the terms of the plan.
−Removed: On December 10, 2024 , Mr.
−Removed: William Werner , executive vice president, strategy and development , adopted a Rule 10b5-1 Trading Plan.
−Removed: Werner’s Rule 10b5-1 Trading Plan, which expires on July 15, 2025 , provides for the sale of up to 34,192 shares of common stock pursuant to the terms of the plan.
On January 13, 2026 , Mr.
Joseph McGrail , senior vice president, controller of the Company, adopted a Rule 10b5-1 Trading Plan.
−Removed: McGrail’s Rule 10b5-1 Trading Plan, which expires on December 31, 2025 , provides for the sale of up to 2,100 shares of common stock pursuant to the terms of the plan.
+Added: McGrail’s Rule 10b5-1 Trading Plan which expires on July 1, 2026 , provides for the sale of up to 2,050 shares of common stock pursuant to the terms of the plan.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
24 unchanged sentences
001-38559) filed on June 21, 2022 and incorporated herein by reference).
+Added: 3.1.3 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38559) filed on June 20, 2025 and incorporated herein by reference).
3.2 Third Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
001-385591) filed May 19, 2023 and incorporated herein by reference.
−Removed: 4.1 Description of the Company's Securities (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No.
−Removed: 001-38559) on March 18, 2024 and incorporated herein by reference).
+Added: 4.1 Description of the Company's Securities (filed herewith).
10.1 Amended and Restated Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and issuers party thereto from time to time, dated as of February 3, 2017 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.
37 unchanged sentences
001-38559) on March 17, 2022 and incorporated herein by reference).
−Removed: 10.7.1# Post-Resignation Agreement between Jeff Desroches and BJ's Wholesale Club, Inc., effective as of November 5, 2024 (filed herewith).
+Added: 10.7.1# Post-Resignation Agreement between Jeff Desroches and BJ's Wholesale Club, Inc., effective as of November 5, 2024 (previously filed as Exhibit 10.7.1 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38559) on March 14, 2025 and incorporated herein by reference).
10.8# Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of January 30, 2020 (previously filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K (File No.
3 unchanged sentences
001-38559) on November 27, 2024 and incorporated herein by reference).
−Removed: 10.9# Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of March 22, 2023 (filed herewith).
+Added: 10.9# Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of March 22, 2023 (previously filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38559) on March 14, 2025 and incorporated herein by reference).
10.9.1# Amendment No.
−Removed: 1 to Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
+Added: 1 to Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.9.1 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38559) on March 14, 2025 and incorporated herein by reference).
+Added: 10.10# Employment Agreement between Timothy Morningstar and BJ’s Wholesale Club, Inc., dated as of November 17, 2021 (filed herewith).
+Added: 10.10.1# Amendment No.
+Added: 1 to Employment Agreement between Timothy Morningstar and BJ’s Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith).
10.11# Fourth Amended and Restated 2011 Stock Option Plan of the Company, effective as of March 24, 2016 (previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.
14 unchanged sentences
333-229593) on February 11, 2019 and incorporated herein by reference).
−Removed: 10.16# BJ’s Wholesale Club Annual Incentive Plan, effective as of January 29, 2017 (previously filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K (File No.
−Removed: 001-38559) on March 19, 2021 and incorporated herein by reference).
−Removed: 10.16.1# First Amendment to BJ’s Wholesale Club Annual Incentive Plan, effective as of January 18, 2021 (previously filed as Exhibit 10.15.1 to the Company's Annual Report on Form 10-K (File No.
−Removed: 001-38559) on March 19, 2021 and incorporated herein by reference).
+Added: 10.17 BJ’s Wholesale Club Amended and Restated Annual Incentive Plan, effective as of March 6, 2025 (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38559) on May 29, 2025 and incorporated herein by reference).
10.18# BJ's Wholesale Club, Inc.
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10.18.1# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc.
−Removed: Executive Deferred Equity Program, effective as of September 9, 2024 (filed herewith).
−Removed: 10.17.2# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc.
−Removed: Non-Employee Director Deferred Compensation Program, effective as of September 9, 2024 (filed herewith).
−Removed: 19.1 Amended and Restated Insider Trading Compliance Policy, effective as of September 13, 2023 (previously filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K (File No.
+Added: Executive Deferred Equity Program, effective as of September 9, 2024 (previously filed as Exhibit 10.17.1 to the Company’s Annual Report on Form 10-K (File No.
001-38559) on March 14, 2025 and incorporated herein by reference).
−Removed: 21.1 List of Subsidiaries of the Company (previously filed as Exhibit 21.1 to the Company's Annual Report on Form 10-K (File No.
+Added: 10.18.2# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc.
+Added: Non-Employee Director Deferred Compensation Program, effective as of September 9, 2024 (previously filed as Exhibit 10.17.2 to the Company’s Annual Report on Form 10-K (File No.
001-38559) on March 14, 2025 and incorporated herein by reference).
+Added: 19.1 Amended and Restated Insider Trading Compliance Policy, effective as of March 3, 2026 (filed herewith).
+Added: 21.1 Amended list of Subsidiaries of the Company (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith).
39 unchanged sentences
March 12, 2026
−Removed: /s/ Maile Clark
+Added: /s/ Maile Naylor
March 12, 2026
16 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.