BJ US Equity☆

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to promote understanding of the results of operations and financial condition of the Company and is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes thereto included in Item 8. in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ

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materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in “Item 1A. Risk Factors”.

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to January 31. Accordingly, references herein to “fiscal year 2025” and “fiscal year 2024” relate to the 52 weeks ended January 31, 2026 and February 1, 2025, respectively, and references herein to “fiscal year 2023” relate to the 53 weeks ended February 3, 2024.

Overview

BJ’s Wholesale Club is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States. We deliver significant value to our members, consistently offering up to 25% savings on a representative basket of manufacturer-branded groceries compared to traditional supermarket competitors. We provide 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 our digital capabilities. Additionally, we provide access to coupons and promotions to deliver further value to our members.

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 263 large-format, high volume warehouse clubs and 199 gas stations spanning 21 states as of the date of this filing. In our originating New England market, which has high population density and generates a disproportionate part of U.S. GDP, we operate nearly three times the number of clubs compared to the next largest warehouse club competitor. In addition to shopping in our clubs, members are able to shop when and how they want through our website, bjs.com, and our highly rated mobile app, which allows them to use our BOPIC service, curbside delivery, same-day delivery or traditional ship-to-home service, as well as through the DoorDash and Instacart marketplaces. We also offer Same-Day Select, which offers BJ’s members the ability to pay a one-time fee for unlimited same-day deliveries over a one-year period. Additionally, members may use ExpressPay® to skip checkout lines when they shop in club and pay via their mobile devices.

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee. We have over 8 million members paying annual fees to gain access to savings on groceries, general merchandise, services, and gasoline. The annual membership fee for our Club membership is generally $60 and the annual membership fee for our Club+ membership, which offers additional value-enhancing features, is generally $120. Prior to January 1, 2025, the Club and Club+ membership fees were $55 and $110 per year, respectively. We believe that members can save over ten times their $60 Club membership fee versus what they would otherwise pay at traditional supermarket competitors when they spend $2,500 or more per year at BJ’s on manufacturer-branded groceries. In addition to providing significant savings on a representative basket of manufacturer-branded groceries, we accept all manufacturer coupons and also carry our own exclusive brands that enable members to save on price without compromising on quality. Our two private label brands, Wellsley Farms® and Berkley Jensen®, represent approximately 27% of our total net sales, excluding gasoline. Our customers recognize the relevance of our value proposition across economic environments, as demonstrated by over 25 consecutive years of membership fee income growth. Our membership fee income was $499.8 million for fiscal year 2025.

Our business is subject to some seasonality. Historically, our business has generally realized a slightly higher portion of net sales and cash flows from operations in the second and fourth fiscal quarters, attributable primarily to the impact of the summer and year-end holiday season, respectively. Our quarterly results have been, and will continue to be, affected by the timing of new club openings and their associated pre-opening expenses. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.

Factors Affecting Our Business

Overall economic trends

The overall economic environment and related changes in consumer behavior have a significant impact on our business. In general, positive conditions in the broader economy promote customer spending in our clubs, while economic weakness, which generally results in a reduction of customer spending, may have a different or more extreme effect on spending at our clubs. Macroeconomic factors that can affect customer spending patterns, and thereby our results of operations, include, among others, employment rates, changes to the Supplemental Nutrition Assistance Program (SNAP), government stimulus programs, tax legislation, business conditions, changes in the housing market, the availability of credit, interest rates and inflation, tariffs, tax rates, and fuel and energy costs. In addition, unemployment rates and benefits may cause us to experience higher labor costs.

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Size and loyalty of membership base

The membership model is a critical element of our business. Members drive our results of operations through their membership fee income and their purchases. The majority of members renew within six months following their renewal date. Therefore, our renewal rate is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date. We have grown our membership fee income each year for over 25 consecutive years and the quality of our membership mix is strong as evidenced by our higher tier penetration growth in fiscal year 2025. Our membership fee income totaled $499.8 million in fiscal year 2025. Our tenured membership renewal rate, a key indicator of membership engagement, satisfaction, and loyalty, was 90% at the end of fiscal year 2025.

Effective sourcing and distribution of products and consumer demands

Our net sales and gross profit are affected by our ability to purchase our products in sufficient quantities at competitive prices. Further, our ability to maintain our appeal to existing customers and attract new customers primarily depends on our ability to originate, develop, and offer a compelling product assortment responsive to customer preferences. As a result, our level of net sales could be adversely affected due to constraints in our supply chain, including our inability to procure and stock sufficient quantities of some merchandise in a manner that is able to match market demand from our customers.

Infrastructure investment

Our historical operating results reflect the impact of our ongoing investments to support our growth. We have made significant investments in our business that we believe have laid the foundation for continued profitable growth. We believe that expanding our club footprint, bringing substantially all of our end-to-end perishable supply chain in-house, enhancing our information systems, including our distribution center and transportation management systems, and investing in hardware, software, and digitally enabled shopping capabilities for convenience, such as BOPIC, curbside pickup, same-day delivery, ExpressPay, and a digital coupon gallery will enable us to replicate our profitable club format and provide a differentiated shopping experience. We expect these infrastructure investments to support our successful operating model across our club operations.

Gasoline prices

The market price of gasoline impacts our net sales and comparable club sales, and large fluctuations in the price of gasoline may produce a short-term impact on our sales and margins. Retail gasoline prices are driven by daily crude oil and wholesale commodity market changes and are volatile, as they are influenced by factors that include changes in demand and supply of oil and refined products, global geopolitical events, regional market conditions, and supply interruptions caused by severe weather conditions. Typically, the change in crude oil prices impacts the purchase price of wholesale petroleum fuel products, which in turn impacts retail gasoline prices at the pump. During times when prices are particularly volatile, differences in pricing and procurement strategies between the Company and its competitors may lead to temporary margin contraction or expansion, depending on whether prices are rising or falling, and this impact could affect our overall results for a fiscal quarter.

In addition, the relative level of gasoline prices from period to period may lead to differences in our net sales between those periods. Further, because we generally attempt to maintain a fairly stable gross profit per gallon, this variance in net sales, which may be substantial, may or may not have a significant impact on our operating income.

Inflation and deflation trends

Our financial results can be directly impacted by substantial changes in product costs due to commodity cost fluctuations or general inflation, disinflation, or deflation, which could lead to a reduction in our sales, as well as greater margin pressure, as costs may not be able to be passed on to consumers. Changes in commodity prices and changes in inflation rates have impacted several categories of our business and may continue to do so. Inflationary volatility can be attributed to macro economic factors including supply chain disruptions, government stimulus, interest rates, tariffs, and other factors. In response to general inflationary volatility, we seek to minimize the impact of such events by sourcing our merchandise from different vendors, changing our product mix, or increasing our pricing when necessary.

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Results of Operations

Information pertaining to fiscal year 2024 was included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025 in Part II. “Item 7. Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on March 14, 2025.

The following tables summarize key components of our results of operations for the periods indicated:

Statement of Operations Data Fiscal Year Ended

Operational Data:

Total clubs at end of period 263 250

Comparable club sales (b) 1.0 % 2.5 %

Merchandise comparable club sales (b) 2.6 % 2.8 %

Membership renewal rate 90 % 90 %

(a) Basic and diluted EPS are calculated using net income.

(b) See “Fiscal Year 2025 Compared to Fiscal Year 2024,” “Non-GAAP Financial Measures” and “Liquidity and Capital Resources” within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for definitions.

Fiscal Year 2025 Compared to Fiscal Year 2024

Net Sales

Net sales are derived from direct retail sales to our customers, net of merchandise returns and discounts. Fluctuations in net sales are impacted by opening new clubs and gas stations and comparable club sales.

Net sales for fiscal year 2025 were $20.96 billion, a 4.6% increase from net sales reported for fiscal year 2024 of $20.05 billion. The increase was due primarily to traffic and unit growth, particularly in the perishables, grocery, and sundries division,

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as well as a net increase of thirteen clubs and gas stations from the prior year period, partially offset by a decrease in the average retail price-per-gallon of gasoline.

Comparable Club Sales and Merchandise Comparable Club Sales

We believe net sales is an important driver of our profitability, particularly comparable club sales. Comparable club sales, a key performance indicator, also known as same-store sales in the retail industry, includes all clubs that were open for at least 13 months at the beginning of the period and were in operation during the entirety of both periods being compared, including relocated clubs and expansions. Comparable club sales allow us to evaluate how our club base is performing by measuring the change in period-over-period net sales in clubs that have been open for the applicable period.

Various factors affect comparable club sales, including customer preferences and trends, product sourcing, promotional offerings and pricing, shopping frequency from new and existing members and the amount they spend on each visit, weather, and holiday shopping period timing and length. Sales comparisons can be influenced by certain factors that are beyond our control such as changes in the cost of gasoline and macro-economic factors such as inflation. The higher comparable club sales, the more we can leverage certain of our SG&A expenses, reducing them as a percentage of sales and enhancing profitability.

Fiscal Year EndedJanuary 31, 2026

Merchandise comparable club sales 2.6 %

Gasoline comparable sales (1.6) %

Comparable club sales 1.0 %

Merchandise comparable club sales represents comparable club sales from all merchandise other than our gasoline operations for the applicable period. Merchandise comparable club sales increased 2.6% in fiscal year 2025 compared to fiscal year 2024, driven by increased sales in the perishables, grocery, and sundries division of approximately 2.9% as well as increased sales of general merchandise and services of approximately 1.0%.

In the perishables, grocery, and sundries division, growth was led by fresh meat and produce, as well as dairy, nutrition, candy, and snack categories when compared to fiscal year 2024.

General merchandise and services exhibited growth during fiscal year 2025 compared to fiscal year 2024 due to strength in consumer electronics and apparel, partially offset by headwinds in large ticket discretionary items in home and seasonal categories.

The impact of gasoline sales is primarily the result of a decrease in retail prices year-over-year, partially offset by an increase in comparable gallons sold in fiscal year 2025 compared to fiscal year 2024, as well as a net increase of thirteen gas stations.

Membership fee income

Membership fee income was $499.8 million in fiscal year 2025, compared to $456.5 million in fiscal year 2024, a 9.5% increase. The increase was primarily driven by strength in membership acquisition, retention, and higher-tier membership penetration across both new and existing clubs, as well as the increase in annual membership fees, which became effective in January 2025.

Costofsales

Cost of sales consists primarily of the direct cost of merchandise and gasoline sold at our clubs, including costs associated with operating our distribution centers, including payroll, payroll benefits, occupancy costs, and depreciation; freight expenses associated with moving merchandise from vendors to our distribution centers and from distribution centers to our clubs; and vendor allowances, rebates, and cash discounts.

Cost of sales was $17.46 billion, or 83.3% of net sales, in fiscal year 2025, compared to $16.74 billion, or 83.5% of net sales, in fiscal year 2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, remained flat compared to fiscal year 2024. The Company continues to manage the business to drive profitable growth across the broader merchandise assortment.

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Selling,general,and administrative expenses

SG&A consists of various expenses related to supporting and facilitating the sale of merchandise in our clubs, including the following: payroll and payroll benefits for team members; rent, depreciation, and other occupancy costs for retail and corporate locations; share-based compensation, advertising expenses; tender costs, including credit and debit card fees; amortization of intangible assets; and consulting, legal, insurance, restructuring charges, and other professional services expenses.

SG&A includes both fixed and variable components and, therefore, is not directly correlated with net sales. We expect that our SG&A will increase in future periods due to investments to drive comparable club sales growth and our expanding footprint as we open new clubs and distribution centers. In addition, any future increases in wages or stock-based grants or modifications will increase our SG&A.

SG&A increased by 6.4% to $3.15 billion in fiscal year 2025 from $2.96 billion in fiscal year 2024. The year-over-year increase in SG&A was primarily driven by increased labor, occupancy, and operational costs mainly as a result of new club and gas station openings. Additionally, an increase in the number of owned clubs has resulted in increased depreciation expense year-over-year. In fiscal year 2024, the Company benefitted from the net impact of legal settlements reached of approximately $20 million, which contributed to a reduction in SG&A expenses compared to fiscal year 2025.

We remain focused on investing in member engagement, marketing, and digital strategies.

Pre-openingexpenses

Pre-opening expenses include startup costs for new clubs and distribution centers and costs for relocated clubs. Expenses will vary based on the number of club openings, geography of the club, whether the club is owned or leased, and timing of the opening relative to our period end.

Pre-opening expenses were $29.4 million in fiscal year 2025 compared to $28.3 million in fiscal year 2024. Pre-opening expenses fluctuated due to timing of spend and the number of club openings year-over-year.

Interest expense, net

Interest expense, net was $42.4 million for fiscal year 2025 compared to $51.4 million for fiscal year 2024. The decrease was primarily due to fluctuations in outstanding borrowings and interest rates year-over-year, partially offset by an increase in interest expense on financing obligations related to failed sale-leaseback transactions.

Provision for income taxes

The Company’s effective income tax rate was 25.3% for fiscal year 2025 and 25.9% for fiscal year 2024. The decrease in the effective income tax rate was attributable to benefits recognized from the utilization of income tax credits, as well as increased current year research and development tax credits, partially offset by decreased tax benefits from stock-based compensation compared to the prior year period.

Non-GAAP Financial Measures

The accompanying consolidated financial statements, including the related notes, are presented in accordance with GAAP. In addition to relevant GAAP measures, we also provide non-GAAP measures, including adjusted net income, adjusted net income per diluted share (“adjusted EPS”), adjusted EBITDA, adjusted free cash flow, and other key performance indicators, including comparable club sales, because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. These non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, adjusted net income, adjusted EPS, adjusted EBITDA, adjusted free cash flow, and comparable club sales may not be comparable to similarly titled measures used by other companies in our industry or across different industries. See Results of Operations above for our comparable club sales and merchandise comparable club sales results. Adjusted free cash flow is discussed within Liquidity and Capital Resources section below.

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Adjusted Net Income and Adjusted EPS

The adjusted net income and adjusted EPS metrics are important measures used by management to compare the performance of core operating results between periods. We define adjusted net income as net income as reported, adjusted for non-recurring, infrequent, or unusual charges, including restructuring charges, and other adjustments that the Company believes appropriate, net of the tax impact of such adjustments. We define adjusted EPS as adjusted net income divided by the weighted-average diluted shares outstanding.

We believe adjusted net income and adjusted EPS are useful metrics to investors and analysts because they present more accurate year-over-year comparisons for our net income and net income per diluted share because adjusted items are not the result of our normal operations. We also use adjusted EPS in connection with establishing long-term incentive compensation.

Fiscal Year Ended

(in thousands, except per share amounts) January 31, 2026 February 1, 2025

Adjustments:

Charges related to debt (a) — 870

Tax impact of adjustments to net income (c) (1,141) (2,603)

(d) Adjusted EPS is measured using weighted-average diluted shares outstanding.

Adjusted EBITDA

Adjusted EBITDA is defined as net income interest expense, net, provision for income taxes, and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense, restructuring, and other adjustments.

The following is a reconciliation of our net income to adjusted EBITDA for the periods presented:

Fiscal Year Ended

(In thousands)

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Liquidity and Capital Resources

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of January 31, 2026, cash and cash equivalents totaled $46.2 million and we had $1.04 billion of unused capacity under our ABL Revolving Facility. Our principal liquidity needs for the next twelve months and beyond are to fund normal recurring operational expenses and anticipated capital expenditures, fund share repurchases, and meet debt service and principal repayment obligations. We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under our ABL Revolving Facility, will be sufficient to finance our operations for at least the next twelve months.

During fiscal year 2025, we repurchased 2,599,000 shares under the 2024 Repurchase Program for a total purchase price of $252.4 million, inclusive of associated costs. We continue to prioritize disciplined capital allocation, balancing reinvestment in growth and returns to share holders through share repurchases.

We do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have, a current or future material effect on our results of operations or financial position. We do, however, enter into letters of credit and purchase obligations in the normal course of our operations.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table:

Fiscal Year Ended

(In thousands)

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

Net Operating Cash Flows

Net cash provided by operating activities was $1.03 billion for fiscal year 2025, compared to $900.9 million for fiscal year 2024. The $129.2 million increase was primarily due to a $44.0 million increase in net income, inclusive of a $26.5 million increase in depreciation and amortization and a net increase in deferred income tax provisions of $26.3 million, partially offset by $35.5 million of additional operating lease and other activity primarily due to the timing of lease payments. Also impacting net operating cash flows were fluctuations in working capital, including a positive impact of $76.4 million related to accounts receivable due to timing of vendor and customer cash receipts and $16.7 million related to accrued expenses, primarily driven by timing of income tax payments and purchased tax credits, partially offset by timing of membership fee billings and changes in accrued incentive compensation. These positive working capital fluctuations were offset by $72.5 million related to prepaid expenses and other current assets, primarily driven by increases in income taxes receivable and payments related to advertising contracts, and $16.3 million related to accounts payable as a result of timing and volume of inventory purchases and vendor payments.

Our net cash from operating activities can fluctuate from period to period due to several factors, including: the timing and mix of sales, the timing of inventory purchases as the Company prepares for holiday seasons, lease-related activity, income tax and other payments.

Net Investing Cash Flows

Net cash used in investing activities was $702.3 million in fiscal year 2025, compared to $589.6 million in fiscal year 2024. The increase in cash used was primarily driven by an increase in capital spending of $114.1 million as we continue to execute on our growth strategy with new clubs in our pipeline and expanded supply chain capabilities.

Net Financing Cash Flows

Net cash used in financing activities in fiscal year 2025 was $309.7 million compared to $319.1 million in fiscal year 2024. The decrease in cash used was primarily due to an $89.0 million decrease in net payments on our ABL Revolving

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Facility, partially offset a $67.2 million increase in the acquisition of treasury stock and a $13.3 million decrease in net cash received from stock option exercises.

Adjusted Free Cash Flow

We present adjusted free cash flow, a non-GAAP measure, because we believe it assists investors and analysts in evaluating our liquidity. Adjusted free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure. We define adjusted free cash flow as net cash provided by operating activities less additions to property and equipment, net of disposals, plus proceeds from sale-leaseback transactions.

The following is a reconciliation of our net cash provided by operating activities to adjusted free cash flow for the periods presented:

Fiscal Year Ended

(In thousands)

Less: Additions to property and equipment, net of disposals (702,048) (587,983)

Plus: Proceeds from sale-leaseback transactions 2,995 —

Adjusted free cash flow increased to $331.0 million for fiscal year 2025 compared to $312.9 million for fiscal year 2024. The increase is driven by higher cash flows from operating activities primarily due to higher net income and favorable fluctuations in working capital, partially offset by an increase in capital spending.

Debt and Borrowing Capacity

Our primary sources of borrowing capacity are the ABL Revolving Facility and the First Lien Term Loan, which are further discussed in “Note 7. Debt and Credit Arrangements” of our consolidated financial statements included in this Annual Report on Form 10-K.

On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $1.20 billion pursuant to that certain credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.

On November 4, 2024, the Company entered into the Fifth Amendment the First Lien Term Loan with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, and the lender party thereto.

The Fifth Amendment, among other things, provided for a new tranche of term loans in an aggregate principal amount of $400.0 million, which refinanced and replaced in full the existing Tranche B term loans outstanding under the First Lien Term Loan Credit Agreement immediately prior to the effectiveness of the Fifth Amendment. In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum. The maturity date of the First Lien Term Loan is February 3, 2029.

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 January 31, 2026, the interest rate for the First Lien Term Loan was 5.43% and there was $400.0 million outstanding.

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, the interest rate for the First Lien Term Loan was 6.08% and there was $400.0 million outstanding.

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Material Cash Commitments

Refer to the descriptions of our material cash commitments, financing arrangements, and contractual obligations outlined below within the following notes to our consolidated financial statements.

See “Note 6. Leases” for future operating lease and finance lease commitments. Lease liabilities exclude legally binding minimum lease payments for certain real estate and gas station leases that have not yet commenced. The liabilities do not include variable costs such as increases in rental payments based on an index or a percentage of sales, insurance, real estate taxes, and other operating expenses.

See “Note 7. Debt and Credit Arrangements” for future payments on the ABL Revolving Facility and First Lien Term Loan, including outstanding borrowings and applicable interest rates.

See “Note 17. Other Non-current Liabilities” for long-term liabilities for which it is not reasonably possible for us to predict when they may be paid, including insurance reserves and asset retirement obligations, as well as financing obligations arising from sale-leaseback transactions.

We also have cancellable and non-cancellable purchase obligations under purchase orders for merchandise inventory, agreements for capital items, gasoline, products and services used in our business, information technology, executive employment, transferable tax credits, and other agreements. As of January 31, 2026, we had a cash commitment of approximately $91 million, expected to be paid in the first half of fiscal year 2026, related to the purchase of transferable tax credits.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We review our estimates on an ongoing basis and make judgments about the carrying value of assets and liabilities based on a number of factors. These factors include historical experience and assumptions made by management that are believed to be reasonable under the circumstances. Although management believes the judgment applied in preparing estimates is reasonable based on circumstances and information known at the time, actual results could vary materially from estimates based on assumptions used in the preparation of our consolidated financial statements. This section summarizes critical accounting policies and the related judgments involved in their application.

Workers’ Compensation and General Liability Self-insurance Reserves

We are primarily self-insured for workers’ compensation, general liability claims, and auto liability claims. Amounts in excess of certain levels, which range from $0.3 million to $1.0 million per occurrence for workers' compensation and general liability, and up to $2.0 million per occurrence for auto liability, are insured as a risk reduction strategy to mitigate the impact of catastrophic losses. Reported reserves for claims are derived from estimated ultimate costs based upon individual claim file reserves and estimates for incurred but not reported claims. The estimates are developed utilizing actuarial methods and are based on historical claims experience and other actuarial assumptions related to loss development factors. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. When historical losses are not a good measure of future liability, we base our estimates of ultimate liability on our interpretation of current law, claims filed to date, and other relevant factors which are subject to change. These accruals, if any, are included as insurance reserves in accrued expenses and other current liabilities and other non-current liabilities in the Company’s consolidated balance sheets.

Recent Accounting Pronouncements

See “Note 2. Summary of Significant Accounting Policies” of our consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding recently issued accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The primary market risk we are exposed to is interest rate risk and changes in rates will impact our net interest expense and our cash flow from operations. Substantially all of our borrowings carry variable interest rates, and we expect that some of our future outstanding debt will have variable interest rates. Accordingly, we seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs and may use interest rate caps and/or swap agreements in the future to manage our interest rate risks relating to such variable rate debt. Increases in interest rates can result in increased

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interest expense under our variable rate debt as well as when any of our fixed rate debt matures and needs to be refinanced and an increase in interest rates could have a material impact on our cash flow.

As of January 31, 2026, our total debt outstanding was $520.0 million, which included $120.0 million under our ABL Revolving Facility and $400.0 million under our First Lien Term Loan at interest rates of 4.77% and 5.43%, respectively. See “Note 7. Debt and Credit Arrangements” of our consolidated financial statements included in this Annual Report on Form 10-K for additional information. A 100 basis point change in prevailing market rates would cause annual interest costs to change by approximately $5.2 million.

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Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 47

Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025 49

Notes to Consolidated Financial Statements 53

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of BJ’s Wholesale Club Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Workers’ Compensation and General Liability Reserves

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 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. The estimates are developed utilizing actuarial methods and are based on historical claims experience and other actuarial assumptions related to the loss development factors.

The principal considerations for our determination that performing procedures relating to workers’ compensation and general liability reserves is a critical audit matter are (i) the significant judgment by management when developing the estimated workers’ compensation and general liability reserves; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence related to the actuarial methods and significant assumptions related to loss development factors; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of workers’ compensation and general liability reserves, including controls over the actuarial methods and significant assumptions related to the loss development factors. These procedures also included, among others (i) the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate for the accrual for workers’ compensation and general liability reserves and (ii) comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent estimate involved (i) testing the completeness and accuracy of underlying data provided by management and (ii) independently developing the loss development factors and applying actuarial methods.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 12, 2026

We have served as the Company’s auditor since 1996.

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BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)

ASSETS

Current assets:

Prepaid expenses and other current assets 135,584 64,374

LIABILITIES

Current liabilities:

Current portion of operating lease liabilities 209,249 192,528

Commitments and contingencies (see Note 10)

STOCKHOLDERS’ EQUITY

Preferred stock; $0.01 par value; 5,000 shares authorized, no shares issued — —

Accumulated other comprehensive income 73 231

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

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BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

Fiscal Year Ended

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

Income per share attributable to common stockholders—basic: $ 4.41 $ 4.04 $ 3.94

Weighted-average number of shares outstanding:

Other comprehensive loss:

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

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

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BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amount in thousands)

Shares Amount Shares Amount

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

Dividends paid — — (25) — — — — (25)

Common stock issued under stock incentive plans 1,080 11 (11) — — — — —

Stock-based compensation expense — — 39,021 — — — — 39,021

Exercise of stock options — — 2,603 — — — — 2,603

Other comprehensive loss, net of tax — — — — (270) — — (270)

Dividends paid — — (25) — — — — (25)

Common stock issued under stock incentive plans 1,312 13 (13) — — — — —

Stock-based compensation expense — — 47,798 — — — — 47,798

Exercise of stock options — — 18,275 — — — — 18,275

Other comprehensive loss, net of tax — — — — (158) — — (158)

Dividends paid — — (25) — — — — (25)

Common stock issued under stock incentive plans 810 8 (8) — — — — —

Stock-based compensation expense — — 47,200 — — — — 47,200

Exercise of stock options — — 5,014 — — — — 5,014

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

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BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Fiscal Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Debt extinguishment and refinancing charges — 870 1,830

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

Increase (decrease) in cash due to changes in:

CASH FLOWS FROM INVESTING ACTIVITIES

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

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

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of long-term debt — 27,000 305,041

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

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

Supplemental cash flow information:

Non-cash financing and investing activities:

Treasury stock repurchases included in accrued expenses 2,072 1,561 3,364

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

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BJ’S WHOLESALE CLUB HOLDINGS, INC.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

BJ’s Wholesale Club Holdings, Inc. and its wholly-owned subsidiaries (the “Company” or “BJ’s”) is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States. The Company provides a curated assortment focused on groceries, fresh foods, general merchandise, gasoline, and other ancillary services to deliver a differentiated shopping experience that is further enhanced by the Company's digital capabilities. As of January 31, 2026, BJ’s operated 263 warehouse clubs and 199 gas stations in 21 states.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the Company and its subsidiaries. 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 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.

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 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.

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. The significant estimates relied upon in preparing these consolidated financial statements, include but are not limited to, estimating workers’ compensation and general liability self-insurance reserves. Actual results could differ from those estimates.

Concentration Risk

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% 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"). The Company considers the credit risk associated with these financial instruments to be minimal. Cash is held by financial institutions with high credit ratings and the Company has not historically sustained any credit losses associated with its cash balances.

Cash and Cash Equivalents

Highly liquid investments with a maturity of three months or less at the time of purchase are considered to be cash equivalents. Book overdrafts not subject to offset with other accounts with the same financial institution are classified as accounts payable.

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 $2.3 million and $2.1 million at January 31, 2026 and February 1,

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2025, respectively. The determination of the allowance for credit losses is based on the Company's historical experience applied to an aging of accounts and a review of individual accounts with a known potential for write-off.

Merchandise Inventories

Inventories are stated at the lower of cost, determined under the average cost method, or net realizable value. The Company recognizes the write-down of slow-moving or obsolete inventory in cost of sales when such write-downs are probable and estimable. The Company writes down inventory for estimated shrinkage for the period between physical inventories based on historical results of physical inventories, shrinkage trends, or other judgments management believes to be reasonable under the circumstances.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Property and equipment which is not ready for its intended use is recorded as construction in progress. Buildings and improvements are generally depreciated over estimated useful lives of 33 years. Capitalizable costs related to the development of buildings is capitalized during the construction period. 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. 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 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.

Expenditures for betterments and major improvements that significantly enhance the value and increase the estimated useful life of the assets are capitalized and depreciated over the new estimated useful life. Repairs and maintenance costs on all assets are expensed as incurred.

Deferred Issuance Costs

The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs related to the Company's term loan are recorded as a direct deduction of the carrying amount of long-term debt, while debt issuance costs associated with the ABL Revolving Facility are recorded within other assets in the consolidated balance sheets. 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.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and indefinite-lived trade name intangible assets are not subject to amortization. The Company assesses the recoverability of its goodwill and trade name annually in the fourth quarter or whenever events or changes in circumstances indicate they may be impaired. The Company has determined it has one reporting unit for goodwill impairment testing purposes and assessed the recoverability as of January 3, 2026.

The Company may assess its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with step zero. The quantitative assessment for goodwill requires comparing the carrying value of a reporting unit, including goodwill, to its fair value. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recorded to write down goodwill to its implied fair value and is recorded as a component of selling, general and administrative expenses (“SG&A”) in the consolidated statements of operations and comprehensive income. The Company assessed the recoverability of goodwill in fiscal years 2025, 2024 and 2023 and determined that there was no impairment.

The Company assesses the recoverability of its trade name whenever there are indicators of impairment, or at least annually in the fourth quarter. 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 2025, 2024 or 2023.

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Test for Recoverability of Long-Lived Assets

The Company reviews the realizability of long-lived assets whenever a triggering event occurs that indicates an impairment loss may have been incurred. 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 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.

Asset Retirement Obligations

An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. The Company recognizes asset retirement obligations in the period in which they are placed in service, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized in leasehold improvements and depreciated over their useful lives. The Company’s asset retirement obligations primarily relate to the future removal of gasoline tanks, solar panels, and related assets installed at leased clubs. See “Note 15. Asset Retirement Obligations” for further information on the amounts accrued.

Workers’ Compensation and General Liability Self-insurance Reserves

The Company is primarily self-insured for workers’ compensation, general liability claims, and auto liability claims. Amounts in excess of certain levels, which range from $0.3 million to $1.0 million per occurrence for workers' compensation and general liability, and up to $2.0 million per occurrence for auto liability, are insured as a risk reduction strategy to mitigate the financial impact of catastrophic losses. Reported reserves for claims are derived from estimated ultimate costs based upon individual claim file reserves and estimates for incurred but not reported claims. The estimates are developed utilizing actuarial methods and are based on historical claims experience and other actuarial assumptions related to loss development factors. The inherent uncertainty of future loss projections could cause actual claims to differ from the Company's estimates. When historical losses are not a good measure of future liability, the Company bases its estimates of ultimate liability on its interpretation of current law, claims filed to date, and other relevant factors which are subject to change. Accruals for such claims, if any, are included in accrued expenses and other current liabilities and other non-current liabilities in the consolidated balance sheets.

Revenue Recognition - Performance Obligations

The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. The Company recognizes revenue as it satisfies a performance obligation by transferring control of the goods or services to the customer.

Net sales

The Company recognizes net sales at clubs and gas stations when the customer takes possession of the goods and tenders payment. Revenue is recorded at the point-of-sale based on the transaction price, net of any applicable discounts, sales tax, and expected refunds. For digitally-enabled sales, including buy-online-pickup-in-club (“BOPIC”), curbside delivery, and same-day delivery, the Company generally recognizes revenue when the customer takes possession of the merchandise. For ship-to-home sales, the Company recognizes revenue when control of the merchandise is transferred to the customer, which is typically at the time of shipment.

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 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

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cent-per-gallon discount on gasoline when paying with a BJ's One or BJ's One+ Mastercard at BJ’s gas locations. BJ's One+ Mastercard cardholders also receive two free same-day deliveries if such benefit has not already been received under the Club+ program. Cash back is in the form of electronic rewards issued to each member monthly on the credit card statement date. Earned rewards on each of the Club+ and co-branded credit card programs do not expire.

The Company accounts for these transactions as multiple-element arrangements and allocates the transaction price to separate performance obligations using their relative fair values. The Company includes the fair value of rewards in deferred revenue at the time the rewards are earned. Earned rewards may be redeemed on future purchases made at BJ’s. The Company recognizes revenue related to earned rewards when customers redeem such rewards as part of a purchase at one of the Company’s clubs, on bjs.com, or in the BJ’s mobile app. 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 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.

Membership

The Company charges a membership fee to its customers, which allows customers to shop in the Company’s clubs, on bjs.com, or in the BJ’s mobile app, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally 12 months. In addition, members have access to other ancillary services, coupons, and promotions. As the Company has the obligation to provide access to its clubs, website, mobile app, and gas stations for the duration of the membership term, the Company recognizes membership fees on a straight-line basis over the life of the membership. All membership fees and related membership revenues are recorded as membership fee income in the consolidated statements of operations and comprehensive income.

Gift Card Programs

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.

Warranty Programs

The Company passes on any manufacturers’ warranties to members. In addition, the Company includes an extended warranty on tires sold at the clubs, under which the Company customers receive tire repair services or tire replacement in certain circumstances. This warranty is included in the sale price of the tire and it cannot be declined by the customers. The Company is fully liable for claims under the tire warranty program. As the primary obligor in these arrangements, associated revenue is recognized on the date of sale and an estimated warranty obligation is accrued based on claims experience. 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, jewelry, and eyewear. These warranties are provided by a third party at fixed prices to the Company. No liability is retained to satisfy warranty claims under these arrangements. The Company is not the primary obligor under these warranties, and as such net revenue is recorded on these arrangements at the time of sale. Revenue from warranty sales is included in net sales in the consolidated statements of operations and comprehensive income.

Determine the Transaction Price

The transaction price is the amount of consideration the Company expects to receive under the arrangement. The Company is required to include estimated variable consideration, if any, in the determination of the transaction price. The Company may offer sales incentives to customers, including discounts. The Company has significant experience with return patterns and relies on this experience to estimate expected returns when determining the transaction price.

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. The Company records an allowance for returns based on current period revenues and historical returns experience. 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.

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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.

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

The Company enters into certain agreements with service providers that offer goods and services to the Company’s members. These service providers sell goods and services including home improvement services, travel, and cell phones to the Company’s customers. In exchange, the Company receives payments in the form of commissions and other fees. 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; otherwise, revenue is recorded on a net basis. 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.

Judgments

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

Policy Elections

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

•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.

•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 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.

•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.

•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. Additionally, the Company does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations when the transaction price is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a good or service that forms part of a series of distinct goods or services.

Cost of Sales

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.

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Vendor Rebates and Allowances

The Company receives various types of cash consideration from vendors, principally in the form of rebates, based on purchasing or selling certain volumes of product; time-based rebates or allowances, which may include product placement allowances or exclusivity arrangements covering a predetermined period of time; price protection rebates; allowances for retail price reductions on certain merchandise; and salvage allowances for product that is damaged, defective or becomes out-of-date.

Such vendor rebates and allowances are recognized based on a systematic and rational allocation of the cash consideration offered to the underlying transaction that results in progress by the Company toward earning the rebates and allowances, provided the amounts to be earned are probable and reasonably estimable. Otherwise, rebates and allowances are recognized only when predetermined milestones are met. The Company recognizes product placement allowances as a reduction of cost of sales in the period in which the product placement is completed. Time-based rebates or allowances are recognized as a reduction of cost of sales over the performance period on a straight-line basis. All other vendor rebates and allowances are recognized as a reduction of cost of sales when the merchandise is sold or otherwise disposed.

Cash consideration is also received for advertising products in publications presented to BJ’s members. Such cash consideration is recognized as a reduction of SG&A to the extent it represents a reimbursement of specific, incremental and identifiable SG&A costs incurred by the Company to sell the vendors’ products. If the cash consideration exceeds the costs being reimbursed, the excess is characterized as a reduction of cost of sales. Cash consideration for advertising vendors’ products is recognized in the period in which the advertising occurs.

Manufacturers’ Incentives Tendered by Consumers

Consideration from manufacturers’ incentives, such as rebates or coupons, is recorded gross in net sales when the incentive is generic and can be tendered by a consumer at any reseller and the Company receives direct reimbursement from the manufacturer, or clearinghouse authorized by the manufacturer, based on the face value of the incentive. If these conditions are not met, such consideration is recorded as a reduction in cost of sales.

Leases

The Company determines if an arrangement is a lease at inception or modification of a contract and classifies each lease as either an operating or finance lease at commencement. Leases that are economically similar to the purchase of assets are generally classified as finance leases; otherwise, the leases are classified as operating leases. The Company only reassesses lease classification subsequent to commencement upon a change to the expected lease term or modification of the contract.

Right-of-use assets (“lease assets”) represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, which reflect options to extend or terminate the lease when it is reasonably certain those options will be exercised. Options to extend have varying rates and terms for each lease. Generally, the Company’s leases do not provide a readily determinable implicit rate, and therefore, the Company uses a collateralized incremental borrowing rate (“IBR”) as of the lease commencement date to determine the present value of lease payments. The IBR is based on a yield curve that approximates the Company’s credit rating and market risk profile. The lease asset also reflects any prepaid rent, initial direct costs incurred, and lease incentives received.

Lease liabilities are accounted for using the effective interest method, regardless of classification, while the amortization of lease assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of a lease asset equal to the difference between lease expense and interest expense. Conversely, finance lease classification results in a front-loaded expense recognition pattern over the lease term, which amortizes a lease asset by recognizing interest expense and straight-line amortization expense as separate components of lease expense.

Certain of the Company’s lease agreements provide for lease payments based on future sales volumes at the leased locations, or include rental payments adjusted periodically based on inflation or an index, which are not measurable at lease commencement. The Company recognizes such variable amounts in the period incurred. For leases with lease payments based on future sales volumes, variable lease expense is recognized when it becomes probable that the specified sales target will be achieved. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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The Company is generally obligated for the cost of property taxes, insurance, and maintenance relating to its leases, which are often variable lease payments. Such costs for finance and operating leases are included in SG&A in the consolidated statement of operations and comprehensive income.

Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term.

Pre-opening Expenses

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

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: payroll and payroll benefits for team members; rent, depreciation, and other occupancy costs for retail and corporate locations; stock-based compensation, advertising expenses; tender costs, including credit and debit card fees; amortization of intangible assets; and consulting, legal, insurance, restructuring charges, and other professional services expenses.

Advertising Expenses

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. Advertising expenses were $143.1 million, $126.6 million, and $121.1 million in fiscal years 2025, 2024 and 2023, respectively.

Stock-based Compensation

The fair value of service-based employee and non-employee director awards is recognized as compensation expense on a straight-line basis over the requisite service period of the award, which is typically three years and one year, respectively. 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 New York Stock Exchange (“NYSE”) and its value is determined by the market price on the NYSE. See “Note 11. Stock Incentive Plans” for additional description of the accounting for stock-based awards.

Earnings Per Share

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.

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.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized.

The timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions requires judgment. The Company records the benefits of uncertain tax positions in its consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge from tax authorities. The Company periodically reassesses these probabilities and records any changes in the financial statements as appropriate.

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Fair Value of Financial Instruments

Certain assets and liabilities are required to be carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•Level 1 - Quoted market prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

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 operations and comprehensive income. Other comprehensive loss consists of postretirement medical plan adjustments.

Treasury Stock

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. 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

Charges for restructuring programs generally include targeted actions involving employee severance, related benefit costs, and other termination charges, as well as consulting and other third-party fees. Employee severance and related benefit costs for employees with no further service period are accounted for under the Company’s ongoing benefit arrangements. These charges are accrued during the period when management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated. For employees with a remaining service period, the related costs are accrued over the period if greater than 60 days. Restructuring costs are recorded in SG&A in the consolidated statements of operations and comprehensive income.

Recently Issued Accounting Pronouncements and Policies

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. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on the notes to the audited consolidated financial statements, as ASU 2024-03 will not impact the

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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 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. 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 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 13. Income Taxes” for applicable disclosures.

3. Related Party Transactions

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

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4. Revenue Recognition

Performance Obligations

The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. Refer to “Note 2. Summary of Significant Accounting Policies” for a description of the Company's performance obligations including net sales, rewards programs, membership, and gift card programs.

Contract Balances

Current and long-term deferred revenue balances are included within accrued expenses and other current liabilities and other non-current liabilities, respectively, in the 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):

Current:

Rewards programs:

Long-term:

Rewards programs:

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

Fiscal Year Ended

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

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.

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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

Rewards programs:

Performance obligations related to royalty revenue, membership fees, and e-commerce sales are typically satisfied over a period of twelve months or less. Funds received related to marketing and other integration costs in connection with our co-brand credit card program are recognized as performance obligations are satisfied. The timing and recognition of earned rewards and gift card redemptions varies depending on consumer behavior and spending patterns.

Disaggregation of Revenue

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

Fiscal Year Ended

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

General Merchandise and Services 11 % 11 % 11 %

Gasoline and Other 17 % 18 % 19 %

5. Property and Equipment, Net

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

Fiscal Year Ended

Less: accumulated depreciation and amortization (1,559,453) (1,341,434)

Depreciation expense was $282.9 million, $255.5 million, and $219.8 million in fiscal years 2025, 2024, and 2023, respectively.

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6. Leases

The Company has operating and finance leases for certain of the Company's clubs, transportation vehicles, and equipment; 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 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 January 31, 2026 and February 1, 2025 (in thousands):

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

Assets:

Finance lease assets 77,245 45,550 Property and equipment, net

Less: finance lease amortization (27,330) (17,422) Property and equipment, net

Liabilities:

Current:

Long-term:

Finance lease liabilities 37,748 19,916 Other non-current liabilities

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

Finance lease cost:

(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, 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.

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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:

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

Weighted-average remaining lease term (in years) - finance leases 5.8 7.4

Weighted-average discount rate - operating leases 7.9 % 8.0 %

Weighted-average discount rate - finance leases 9.5 % 13.0 %

Cash paid for amounts included in the measurement of lease liabilities were as follows (in thousands):

Fiscal Year Ended

Supplemental cash flow information related to lease assets and lease liabilities were as follows (in thousands):

Fiscal Year Ended

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

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 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.

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Failed Sale-leaseback Transactions

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.

In connection with the fiscal year 2023 transactions, the Company recorded financing obligations totaling $26.4 million, which represented cash received of $20.6 million and receivables of $5.8 million as of February 3, 2024. The receivables were collected during fiscal year 2024.

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.

7. Debt and Credit Arrangements

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

Unamortized original issue discount and debt issuance costs (901) (1,193)

ABL Revolving Facility

On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $1.20 billion pursuant to that certain credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent, and the other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.

Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL Revolving Commitment or a borrowing base based on the value of certain inventory, accounts and credit card receivables, subject to specified advance rebates and reserves as set forth in the Credit Agreement. Indebtedness under the ABL Revolving Facility is secured by substantially all of the assets (other than real estate) of the Company and its subsidiaries, subject to customary exceptions. As amended, interest on the ABL Revolving Facility is calculated either at SOFR plus a range of 100 to 125 basis points or a base rate plus 0 to 25 basis points, based on excess availability. The Company will also pay an unused commitment fee of 20 basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one, three, or six months, as selected by the Company, or for such other period that is twelve months or less requested by the Company and consented to by the lenders and administrative agent.

The ABL Revolving Facility places certain restrictions (i.e., covenants) upon the Borrower’s, and its subsidiaries’, ability to, among other things, incur additional indebtedness, pay dividends, and make certain loans, investments, and divestitures. The ABL Revolving Facility contains customary events of default (including payment defaults, cross-defaults to certain of our other

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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%.

First Lien Term Loan

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

The Fifth Amendment, among other things, provided for a new tranche of term loans in an aggregate principal amount of $400.0 million, which refinanced and replaced in full the existing Tranche B term loans outstanding under the First Lien Term Loan Credit Agreement immediately prior to the effectiveness of the Fifth Amendment. In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum. 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 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 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.

During fiscal year 2023, total fees incurred in connection with the Fourth Amendment were approximately $1.7 million. The Company expensed $1.4 million of previously capitalized debt issuance costs and original issue discount and expensed $0.4 million of new third-party fees. The Company deferred $1.3 million of new debt issuance costs.

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

Fiscal Year: Principal Payments

Thereafter —

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8. Interest Expense, Net

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

Fiscal Year Ended

Debt extinguishment and refinancing charges — 870 1,830

9. Goodwill and Intangible Assets

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):

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Intangible Assets Not Subject to Amortization:

Intangible Assets Subject to Amortization:

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Intangible Assets Not Subject to Amortization:

Intangible Assets Subject to Amortization:

The Company records amortization expense of intangible assets as a component of SG&A. Member relationships are amortized over 15.3 years and private label brands were amortized over 12 years. Member relationships will be amortized primarily through fiscal year 2026.

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The Company recorded amortization expense of $5.6 million, $6.5 million and $7.9 million for fiscal years 2025, 2024, and 2023, respectively. The Company estimates that amortization expense related to intangible assets will be as follows in each of the next five fiscal years (in thousands):

Fiscal Year Amortization Expense

Thereafter 40

10. Commitments and Contingencies

The Company is involved in various legal proceedings that are typical of a retail business. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable. The Company does not believe the resolution of any current proceedings will result in a material impact to the consolidated financial statements. Gain contingencies are recognized when they are realized or realizable.

11. Stock Incentive Plans

On June 13, 2018, the Company’s board of directors adopted, and its stockholders approved, the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards. Prior to the adoption of the 2018 Plan, the Company granted stock-based compensation to employees and non-employee directors, respectively, under the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club Holdings, Inc., as amended (the “2011 Plan”), and the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc., as amended (the “2012 Director Plan”). No further grants will be made under 2011 Plan or the 2012 Director Plan.

The 2018 Plan authorizes the issuance of 13,148,058 shares, including 985,369 shares that were reserved but not issued under the 2011 Plan and the 2012 Director Plan. If an award under the 2018 Plan, 2011 Plan, or 2012 Director Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2018 Plan. Additionally, shares tendered or withheld to satisfy grant or exercise price, or tax withholding obligations associated with an award under the 2018 Plan, the 2011 Plan, or the 2012 Director Plan will be added to the shares authorized for grant under the 2018 Plan. The following shares may not be used again for grant under the 2018 Plan: (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 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 of unrecognized compensation cost, all of which is expected to be recognized over the next three years.

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Stock option awards were generally granted with a vesting period of three years. All options have a contractual term of ten years. No options were granted during fiscal years 2025, 2024, or 2023.

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

Outstanding, beginning of period 821 $ 19.14

Outstanding, vested, and exercisable, end of period 522 20.52 2.8

The total intrinsic value of options exercised in fiscal years 2025, 2024 and 2023 was $29.1 million, $54.0 million, and $7.2 million, respectively. 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 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

(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 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.

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12. Treasury Shares and Share Repurchase Programs

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. These reacquired shares were recorded as $36.4 million, $27.7 million, and $28.3 million of treasury stock in fiscal years 2025, 2024, and 2023, respectively.

Share Repurchase Programs

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 $1.00 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. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements, market conditions, and other corporate liquidity requirements and priorities. The Company initiated the 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.

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.

13. Income Taxes

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

Fiscal Year Ended

Federal:

State:

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A reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate is as follows:

Fiscal Year Ended

Domestic federal reconciling items:

Nontaxable and nondeductible items, net

Gains on transferable tax credits(a) (8,705) (1.1) — — — —

Changes in unrecognized tax benefits(b) 14 0.0 (56) 0.0 (10) 0.0

(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

US state and local income taxes paid

(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.

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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):

Deferred tax assets:

Deferred tax liabilities:

The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the temporary differences become deductible. The Company has determined that it is more likely than not that the results of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the deferred tax assets. Therefore, no valuation allowance has been recorded. In making this determination, the Company considered historical levels of income as well as projections for future periods.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Fiscal Year Ended

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

Decreases for tax positions taken during prior years — (69)

Additions for tax positions taken during the current year 460 136

Settlements — (245)

Lapses in statute of limitations (82) (98)

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 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

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

14. Retirement Plans

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. The Company’s expense under these plans was $16.0 million, $14.2 million and $15.2 million for fiscal years 2025, 2024, and 2023, respectively.

The Company had a non-contributory defined contribution retirement plan for certain key employees, which was terminated in fiscal year 2023. Under this plan, the Company funded annual retirement contributions for the designated participants on an after-tax basis. The Company’s contributions equaled approximately 5% of the participants’ base salary. Historically, participants became fully vested in their contribution accounts at the end of the fiscal year in which they completed four full fiscal years of service. Upon termination of the plan, all remaining contributions became fully vested. 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 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. A participant will be 100% vested at all times in their elective deferral account within the NQDC Plan. 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 $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.

15. Asset Retirement Obligations

The following is a summary of activity relating to the liability for asset retirement obligations, which the Company will incur primarily in connection with the expected future removal of gasoline tanks, solar panels and the related infrastructure. The following is included in other non-current liabilities in the consolidated balance sheets (in thousands):

Fiscal Year Ended

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16. Accrued Expenses and Other Current Liabilities

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

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

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

Professional services and advertising 36,644 24,532

Legal, sales, and membership fee reserves 18,599 17,607

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

17. Other Non-current Liabilities

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

18. Fair Value Measurements

Financial Assets and Liabilities

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. GAAP.

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

Carrying Amount Fair Value

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, and accounts payable approximate their fair values due to the short-term maturities of these instruments.

19. 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 fiscal years 2025, 2024, and 2023 (in thousands):

Fiscal Year Ended

Plus: Incremental shares of potentially dilutive securities: 873 1,455 2,071

The table below summarizes awards that were excluded from the computation of diluted earnings for fiscal years 2025, 2024, and 2023 as their inclusion would have been anti-dilutive (in thousands):

Fiscal Year Ended

20. Segment Reporting

The Company’s operations are primarily retail club and other sales procured from clubs and distribution centers, representing one operating segment. All of the Company’s identifiable assets are located in the United States. The Company does not have significant sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented.

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

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

Fiscal Year Ended

Less: significant and other segment expenses

21. Condensed Financial Information of Registrant (Parent Company Only)

BJ’S WHOLESALE CLUB HOLDINGS, INC.