What changed in this filing

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Item 1. Financial Statements

2026-05-28 compared with 2025-11-26 · 107 added, 161 removed, 348 unchanged (44% of the section changed)

3 unchanged sentences

(Amounts in thousands, except par value)

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

May 2, 2026 January 31, 2026 May 3, 2025

Current assets:

21 unchanged sentences

Other non-current liabilities 385,155 298,212 244,232

Total liabilities 5,802,739 5,312,816 5,186,087

Commitments and contingencies (see Note 5 )

4 unchanged sentences

Common stock, par value $ 0.01 ;

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

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

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

300,000 shares authorized, 127,693 shares issued and outstanding at May 2, 2026;

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

and 149,743 shares issued and 132,051 outstanding at May 3, 2025

1,277 1,296 1,497

2 unchanged sentences

Accumulated other comprehensive income 73 73 231

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

17,327 shares at February 1, 2025;

and 16,682 shares at November 2, 2024

Treasury stock, at cost, no shares at May 2, 2026 and January 31, 2026;

and 17,692 shares at May 3, 2025

— — ( 977,664 )

6 unchanged sentences

Thirteen Weeks Ended

November 1, 2025 November 2, 2024

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

Membership fee income 126,297 114,979

Total revenues 5,348,163 5,099,364

Cost of sales 4,333,826 4,123,888

Selling, general and administrative expenses 788,151 733,580

Pre-opening expenses 7,835 12,513

Operating income 218,351 229,383

Interest expense, net 10,309 12,593

Income before income taxes 208,042 216,790

Provision for income taxes 55,992 61,042

Net income $ 152,050 $ 155,748

Income per share attributable to common stockholders—basic:

$ 1.16 $ 1.18

Income per share attributable to common stockholders—diluted:

$ 1.15 $ 1.17

Weighted-average shares of common stock outstanding:

Basic 131,194 132,083

Diluted 131,922 133,333

Other comprehensive income:

Total other comprehensive income — —

Total comprehensive income $ 152,050 $ 155,748

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

May 2, 2026 May 3, 2025

Net sales $ 5,529,145 $ 5,033,094

29 unchanged sentences

Shares Amount Shares Amount

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

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

Net income — — — 142,726 — — — 142,726

3 unchanged sentences

Acquisition of treasury stock — — — — — ( 2,335 ) ( 227,531 ) ( 227,531 )

Retirement of treasury stock ( 2,335 ) ( 23 ) ( 227,508 ) — — 2,335 227,531 —

Balance, May 2, 2026 127,693 $ 1,277 $ 780,976 $ 1,343,933 $ 73 — $ — $ 2,126,259

Net income — — — 150,705 — — — 150,705

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

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

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

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

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

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

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

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

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

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

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

Common Stock Additional

12 unchanged sentences

Balance, May 3, 2025 149,743 $ 1,497 $ 1,095,105 $ 1,852,416 $ 231 ( 17,692 ) $ ( 977,664 ) $ 1,971,585

Net income — — — 144,988 — — — 144,988

Common stock issued under stock incentive plans 450 5 ( 5 ) — — — — —

Common stock issued under ESPP 60 1 3,410 — — — — 3,411

Stock-based compensation expense — — 10,336 — — — — 10,336

Exercise of stock options — — 9,598 — — — — 9,598

Acquisition of treasury stock — — — — — ( 452 ) ( 40,846 ) ( 40,846 )

Balance, August 3, 2024 148,757 $ 1,488 $ 1,044,196 $ 1,424,238 $ 501 ( 15,991 ) $ ( 815,516 ) $ 1,654,907

Net income — — — 155,748 — — — 155,748

Common stock issued under stock incentive plans 19 — — — — — — —

Stock-based compensation expense — — 10,714 — — — — 10,714

Exercise of stock options — — 2 — — — — 2

Acquisition of treasury stock — — — — — ( 691 ) ( 59,200 ) ( 59,200 )

Balance, November 2, 2024 148,776 $ 1,488 $ 1,054,912 $ 1,579,986 $ 501 ( 16,682 ) $ ( 874,716 ) $ 1,762,171

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

2 unchanged sentences

(Amounts in thousands)

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

17 unchanged sentences

Additions to property and equipment, net of disposals ( 182,004 ) ( 140,497 )

Proceeds from sale-leaseback transactions 2,995 —

Other investing activities ( 2,630 ) ( 1,794 )

4 unchanged sentences

Net cash received from stock option exercises 125 5,014

Net cash received from ESPP 4,449 3,411

Acquisition of treasury stock ( 225,717 ) ( 41,305 )

Proceeds from financing obligations 21,205 14,917

Net (payments on) proceeds from financing obligations ( 73 ) 8,721

Other financing activities ( 3,078 ) ( 2,020 )

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

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

Net cash provided by (used in) financing activities 26,257 ( 54,590 )

Net (decrease) increase in cash and cash equivalents ( 18,419 ) 11,212

Cash and cash equivalents at beginning of period 46,245 28,272

15 unchanged sentences

The Company provides a curated assortment focused on groceries, fresh foods, general merchandise, gasoline, and other ancillary services to deliver a differentiated shopping experience that is further enhanced by the Company's digital capabilities.

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

As of May 2, 2026, BJ's operated 264 warehouse clubs and 205 gas stations in 22 states.

Summary of Significant Accounting Policies

2 unchanged sentences

are unaudited and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial statements in accordance with GAAP.

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

The condensed consolidated balance sheet as of January 31, 2026 is derived from the audited consolidated balance sheet as of that date.

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

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

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.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for fiscal year 2025, as filed with the Securities and Exchange Commission on March 12, 2026.

1 unchanged sentence

The Company follows the National Retail Federation’s fiscal calendar and reports financial information on a 52- or 53-week year ending on the Saturday closest to January 31.

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

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

Operating results for the thirty-nine week period ended November 1, 2025 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending January 31, 2026.

The thirteen-week periods ended May 2, 2026 and May 3, 2025 are referred to herein as the “first quarter of fiscal year 2026” and the “first quarter of fiscal year 2025,” respectively.

Operating results for the thirteen week period ended May 2, 2026 are not necessarily indicative of the results that may be expected for the 52-week fiscal year ending January 30, 2027.

The Company’s accounting policies are set forth in the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2025.

There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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

ASU 2023-09 requires all entities to disclose, on an annual basis, the amount of income taxes paid (net of refunds received), disaggregated between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid.

The disclosure requirements are effective for fiscal years beginning after December 15, 2024, and can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements.

The new pronouncement does not have an impact on the Company's consolidated balance sheet, statement of operations and comprehensive income, statement of stockholders' equity, or statement of cash flows.

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

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

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

There have been no material changes to these accounting policies and no accounting pronouncements adopted that had a material impact on the Company’s financial statements aside from those identified herein.

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

Disaggregation of Income Statement Expenses .

3 unchanged sentences

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 of this guidance on the notes to its financial statements, and does not expect ASU 2024-03 to affect its condensed consolidated financial statements.

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

Targeted Improvements to the Accounting for Internal-Use Software.

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

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

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.

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 condensed consolidated financial statements and disclosures.

(d) Recently Adopted Accounting Pronouncements and Policies

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 adopted ASU 2025-12 during the first quarter of fiscal year 2026, which changes the accounting for treasury share retirements.

Under the new guidance, the Company elected to recognize the excess of the repurchase price over par value entirely as a reduction from additional paid-in-capital (“APIC”), provided that APIC remains positive.

This policy change is reflected within the condensed consolidated balance sheets, statements of stockholders’ equity, and “ Note 7 .

Treasury Shares and Share Repurchase Program.” The adoption did not impact the condensed consolidated statements of operations and comprehensive income or the statements of cash flows.

Revenue Recognition

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.

1 unchanged sentence

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

9 unchanged sentences

The Company recognizes revenue related to earned rewards when customers redeem such rewards as part of a purchase at one of the Company’s clubs, on bjs.com, or in the BJ’s mobile app.

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

While the Company continues to honor all rewards presented for redemption, the likelihood of redemption is deemed to be remote for certain rewards due to historical experience, including after long periods of inactivity, and rewards being linked to expired or canceled memberships.

In these circumstances, the Company recognizes revenue, or breakage, from unredeemed rewards.

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.

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 twelve months .

In addition, members have access to other ancillary services, coupons, and promotions.

2 unchanged sentences

Gift Card Program

The Company sells BJ’s gift cards that allow customers to redeem the cards for future purchases equal to the amount of the face value of the gift card.

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.

2 unchanged sentences

The following table summarizes the Company’s deferred revenue balance related to outstanding performance obligations for contracts with customers, excluding earned rewards which are noted below (in thousands):

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

May 2, 2026 January 31, 2026 May 3, 2025

Rewards programs:

9 unchanged sentences

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

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

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

4 unchanged sentences

Revenue recognized on rewards consists of rewards that were included in the deferred revenue balance at the beginning of the period as well as rewards that were earned during the period.

The following table summarizes the Company's revenue recognized during the period that was included in the opening deferred balance, excluding earned rewards, as of February 1, 2025 and February 3, 2024 (in thousands) :

Thirty-nine Weeks Ended

November 1, 2025 November 2, 2024

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 January 31, 2026 and February 1, 2025 (in thousands) :

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Rewards programs:

11 unchanged sentences

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

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

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Perishables, Grocery, and Sundries 69 % 73 %

3 unchanged sentences

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

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

May 2, 2026 January 31, 2026 May 3, 2025

ABL Revolving Facility $ 375,000 $ 120,000 $ 150,000

14 unchanged sentences

The occurrence of an event of default under the ABL Revolving Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Revolving Facility.

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

As of May 2, 2026, there was $ 375.0 million outstanding in loans under the ABL Revolving Facility and $ 8.8 million in outstanding letters of credit.

The interest rate on the ABL Revolving Facility was 4.75 % and unused capacity was $ 816.2 million.

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

As of January 31, 2026 and May 3, 2025, the interest rate on the ABL Revolving Facility was 4.77 % and 5.42 %, respectively.

First Lien Term Loan

On October 12, 2023, the Company entered into an amendment (the “Fourth Amendment”) to the First Lien Term Loan Credit Agreement, with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, and the lenders party thereto.

The Fourth Amendment, among other things, extended the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2027 to February 3, 2029.

In addition, the Fourth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum.

On November 4, 2024, the Company entered into an amendment (the “Fifth Amendment”) to the First Lien Term Loan Credit Agreement, with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, and the lenders party thereto.

1 unchanged sentence

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 November 1, 2025, the Company's net leverage ratio did not exceed 3.50 to 1.00, and therefore, no incremental principal payments were required.

As of May 2, 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.

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

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

There was $ 400.0 million outstanding under the First Lien Term Loan as of each of May 2, 2026, January 31, 2026, and May 3, 2025.

The interest rate on the First Lien Term Loan was 5.41 %, 5.43 %, and 6.07 % at May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

Commitments and Contingencies

8 unchanged sentences

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

Refer to “Note 11.

For further details on the 2018 Plan, refer to “Note 11.

Stock Incentive Plans” included in our Annual Report on Form 10-K for fiscal year 2025, as filed with the Securities and Exchange Commission on March 12, 2026.

As of November 1, 2025, there were 4,356,217 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the thirty-nine weeks ended November 1, 2025 (shares in thousands):

Stock Options Restricted Stock Restricted Stock Units Performance Stock

As of May 2, 2026, there were 4,051,667 shares available for future issuance under the 2018 Plan.

The following table summarizes the Company’s stock award activity during the thirteen weeks ended May 2, 2026 (shares in thousands):

Stock Options Restricted Stock Restricted Stock Units Performance Stock Units

Shares Weighted-

2 unchanged sentences

Value Shares (a)

Outstanding, February 1, 2025 821 $ 19.14 291 $ 73.78 368 $ 75.43 628 $ 69.53

Outstanding, January 31, 2026 522 $ 20.52 93 $ 78.15 480 $ 95.76 507 $ 84.56

— — — — 294 94.61 242 94.61

Forfeited/canceled — — ( 15 ) 73.64 ( 48 ) 91.90 ( 74 ) 87.78

Forfeited/canceled (c)

— — ( 1 ) 76.07 ( 11 ) 95.41 ( 12 ) 76.07

Exercised/vested ( 5 ) 25.07 ( 81 ) 76.07 ( 174 ) 91.29 ( 211 ) 64.58

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

(a) Shares outstanding reflect a 100 % payout, however, the actual payout for the remaining performance stock awards granted in fiscal year 2021 is expected to be 200 %, and the actual payout for performance stock awards granted in fiscal year 2022, which vested in the first quarter of fiscal year 2025, was 177 %.

Actual payout for the performance stock awards granted in fiscal year 2023, which vest in fiscal year 2026, could be below 100 % or up to 200 %.

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

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

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

Outstanding, May 2, 2026 517 $ 20.47 11 $ 92.95 589 $ 96.51 526 $ 93.78

(a) Shares outstanding reflect a 100 % payout.

However, the actual payout for the remaining performance stock unit awards granted in fiscal year 2021 is expected to be 200 %, and the actual payout for performance stock unit awards granted in fiscal year 2023, which vested in the first quarter of fiscal year 2026, was 92 %.

Actual payout for the performance stock unit awards granted in each of fiscal years 2024, 2025, and 2026, which vest in fiscal years 2027, 2028, and 2029, respectively, could be below 100 % or up to 300 %.

(b) Includes 38 incremental performance stock units granted in fiscal year 2021 with a weighted-average grant date fair value of $ 44.04 , that vested in fiscal year 2026 at greater than 100 % of target payout based on performance.

(c) Includes 12 performance stock units granted in fiscal year 2023 with a weighted-average grant date fair value of $ 76.07 , that vested in fiscal year 2026 at less than 100 % of target payout based on performance.

Stock-based compensation expense was $ 13.3 million and $ 10.7 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

On June 14, 2018, the Company’s board of directors adopted, and its stockholders approved, the ESPP, which became effective July 1, 2018.

The aggregate number of shares of common stock reserved for issuance under the ESPP is equal to the sum of (i) 973,014 shares and (ii) an annual increase on the first day of each calendar year beginning in 2019 and ending in 2028 equal to the lesser of (A) 486,507 shares, (B) 0.5 % of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by the Company’s board of directors.

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

As of November 1, 2025, there were 3,212,890 shares available for issuance under the ESPP.

The amount of expense recognized related to the ESPP was $ 0.6 million and $ 0.5 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

As of May 2, 2026, there were 3,644,425 shares available for issuance under the ESPP.

Treasury Shares and Share Repurchase Program

Treasury Shares Acquired on Restricted Stock and Performance Stock Awards

The Company acquired 10,438 shares for $ 1.0 million and 11,331 shares for $ 1.0 million in the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards, which was recorded as treasury stock.

The Company acquired 324,210 shares for $ 36.4 million and 369,327 shares for $ 27.7 million in the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively, to satisfy employees' tax withholding obligations upon the vesting of restricted stock and performance stock awards, which was recorded as treasury stock.

Treasury Shares Acquired on Stock-Based Awards

The Company acquired 221,072 shares for $ 21.0 million and 310,102 shares for $ 35.1 million in the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively, to satisfy employees’ tax withholding obligations upon the vesting of restricted stock and performance stock awards, which was recorded as treasury stock.

Share Repurchase Program

On November 16, 2021, the Company's board of directors approved a share repurchase program (the “2021 Repurchase Program”) that allowed the Company to repurchase up to $ 500.0 million of its outstanding common stock.

The 2021 Repurchase Program expired in January 2025, with the Company utilizing the entire authorization of $ 500.0 million.

On November 18, 2024, the Company's board of directors approved a new share repurchase program (the “2024 Repurchase Program”) that allows the Company to repurchase up to an additional $ 1.0 billion of its outstanding common stock from time to time as market conditions warrant.

On November 18, 2024, the Company’s board of directors approved a share repurchase program (the “2024 Repurchase Program”) that allows the Company to repurchase up to $ 1.00 billion of its outstanding common stock from time to time as market conditions warrant.

The 2024 Repurchase Program was effective on February 1, 2025 and expires in January 2029.

1 unchanged sentence

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

The Company repurchased 905,000 shares for $ 87.3 million under the 2024 Repurchase Program and 679,499 shares for $ 58.2 million under the 2021 Repurchase Program during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively.

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

The Company repurchased 2,114,000 shares for $ 206.6 million and 55,000 shares for $ 6.2 million under the 2024 Repurchase Program during the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

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

As of November 1, 2025, $ 866.2 million remained available to purchase under the 2024 Repurchase Program.

The Company projects the estimated annual effective tax rate for fiscal year 2025 to be 28.0 %, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, gains from the utilization of prior year purchased tax credits, settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate was 26.9 % and 28.2 % for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively.

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

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

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

Cash taxes paid as presented in the supplemental cash flow information section of the condensed consolidated statements of cash flows includes $ 41.7 million paid for transferable credits during the thirty-nine weeks ended November 1, 2025.

As of May 2, 2026, $ 545.0 million remained available to purchase under the 2024 Repurchase Program.

Retirement of Treasury Shares

During the first quarter of fiscal 2026, the Company retired 2,335,072 shares of treasury stock, which represented the cumulative number of shares held in the Company’s treasury due to acquisitions during the current period.

The retirement of these shares resulted in decreases in each of treasury stock and APIC of $ 227.5 million.

There were no share retirements during the first quarter of fiscal year 2025.

The Company projects the estimated annual effective tax rate for fiscal year 2026 to be 27.4 %, excluding the tax effect of discrete events, such as excess tax benefits from stock-based compensation, changes in tax legislation, settlements of tax audits and changes in uncertain tax positions, among others.

The Company’s effective income tax rate was 27.0 % and 22.2 % for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

The increase in the effective income tax rate was primarily attributable to lower excess tax benefits from stock-based compensation compared to the prior year period.

Cash taxes paid as presented in the supplemental cash flow information section of the condensed consolidated statements of cash flows includes $ 91.2 million paid for transferable credits during the thirteen weeks ended May 2, 2026.

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

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

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

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

The Company has undergone efforts to reasonably estimate the impact of the Act to our financial statements and has reflected the effects within the condensed consolidated financial statements as of and for the thirty-nine weeks ended November 1, 2025.

The Company is awaiting guidance from the U.S.

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

The Company has quantified the impact of the Act to our financial statements and has reflected the effects within the consolidated financial statements as of and for the thirteen weeks ended May 2, 2026.

Fair Value Measurements

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

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

The gross carrying amount and fair value of the Company’s debt at May 2, 2026 are as follows (in thousands):

Carrying Amount Fair Value

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Total Debt $ 775,000 $ 777,500

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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Total Debt $ 520,000 $ 524,252

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

The gross carrying amount and fair value of the Company’s debt at May 3, 2025 are as follows (in thousands):

Carrying Amount Fair Value

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Earnings Per Share

The table below reconciles basic weighted-average shares of common stock outstanding to diluted weighted-average shares of common stock outstanding for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 (in thousands):

Thirteen Weeks Ended Thirty-nine Weeks Ended

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

The table below reconciles basic weighted-average shares of common stock outstanding to diluted weighted-average shares of common stock outstanding for the thirteen weeks ended May 2, 2026 and May 3, 2025 (in thousands):

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Weighted-average shares of common stock outstanding, used for basic computation 128,650 131,569

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Weighted-average shares of common stock and dilutive potential shares of common stock outstanding 129,383 132,749

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

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

The table below summarizes awards that were excluded from the computation of diluted earnings for the thirteen weeks ended May 2, 2026 and May 3, 2025, as their inclusion would have been anti-dilutive (in thousands):

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Stock-based awards 246 89

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The chief operating decision maker (“CODM”) is the Company’s chairman and chief executive officer.

The CODM utilizes net income, as reported in the condensed consolidated statements of operations and comprehensive income, in evaluating performance of the retail operations segment and determining how to allocate resources of the Company as a whole, including investing in clubs, stockholder return programs, and other strategies.

The CODM uses net income, as reported in the condensed consolidated statements of operations and comprehensive income, in evaluating performance of the retail operations segment and determining how to allocate resources of the Company as a whole, including investing in clubs, stockholder return programs, and other strategies.

The CODM does not review assets when evaluating the results of the segment, and therefore, such information is not presented.

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

Thirteen Weeks Ended Thirty-nine Weeks Ended

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

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Total revenues $ 5,661,500 $ 5,153,483

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We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q should be considered forward-looking statements, including, without limitation, statements regarding our future results of operations and financial position, business strategy, transformation, strategic priorities and future progress, including expectations regarding deferred revenue, lease commencement dates, impact of infrastructure investments on our operating model and selling, general and administrative expenses, sales of gasoline and gross profit margin rates, share repurchases, and new club and gas station openings, as well as statements that include terms such as “may”, “might”, “will”, “should”, “expect”, “plan”, “anticipate”, “can”, “could”, “intend”, “project”, “believe”, “estimate”, “predict”, “continue”, “forecast”, “would”, or the negative of these terms or other similar expressions.

All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q should be considered forward-looking statements, including, without limitation, statements regarding our future results of operations and financial position, business strategy, transformation, strategic priorities and future progress, including expectations regarding deferred revenue, lease commencement dates, impact of infrastructure investments on our operating model and selling, general and administrative expenses, sales of gasoline and gross profit margin rates, share repurchases, and new club and gas station openings, as well as statements that include terms such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “can,” “could,” “intend,” “confident,” “project,” “believe,” “estimate,” “predict,” “continue,” “forecast,” “would,” or the negative of these terms or other similar expressions.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions.

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• risks related to our dependence on having a large and loyal membership;

• risks related to our membership fee increases;

• domestic and international economic conditions, including volatility in inflation or interest rates, supply chain disruptions, construction delays, tariffs, and exchange rates;

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• risks related to our indebtedness;

• changes in laws related to, or the governments administration of, the Supplemental Nutrition Assistance Program or its electronic benefit transfer systems;

• the risks and uncertainties related to the impact of any future pandemic, epidemic or outbreak of any other highly infectious disease on the U.S., regional and global economies and on our business, financial condition and results of operations;

• changes in laws related to, or the government’s administration of, the Supplemental Nutrition Assistance Program (“SNAP”) or its electronic benefit transfer systems;

• the risks and uncertainties related to the impact of any pandemic, epidemic or outbreak of any other highly infectious disease on the U.S., regional and global economies and on our business, financial condition and results of operations;

• risks related to climate change and natural disasters, including hurricanes;

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• risks relating to our ability to implement our growth strategy by opening new clubs, and gasoline stations;

• the other risk factors identified in our filings with the Securities and Exchange Commission (the “SEC”), including in particular those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (the “Annual Report on Form 10-K for fiscal year 2024”) and our other filings with the SEC.

• the other risk factors identified in our filings with the Securities and Exchange Commission (the “SEC”), including in particular those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “Annual Report on Form 10-K for fiscal year 2025”) and our other filings with the SEC.

Given these uncertainties, you should not place undue reliance on any forward-looking statements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements