BJ's Wholesale Club Holdings, Inc.

Previous wording

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to the last day of January. Accordingly, references herein to “fiscal year 2025” relate to the 52 weeks ending January 31, 2026, and references herein to “fiscal year 2024” relate to the 52 weeks ended February 1, 2025. The second quarter of fiscal year 2025 ended on August 2, 2025, and the second quarter of fiscal year 2024 ended on August 3, 2024, and both included thirteen weeks.

Current wording

We report on the basis of a 52- or 53-week fiscal year, which ends on the Saturday closest to the last day of January. Accordingly, references herein to “fiscal year 2025” relate to the 52 weeks ending January 31, 2026, and references herein to “fiscal year 2024” relate to the 52 weeks ended February 1, 2025. The third quarter of fiscal year 2025 ended on November 1, 2025, and the third quarter of fiscal year 2024 ended on November 2, 2024, and both included thirteen weeks.

Previous wording

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 255 large-format, high volume warehouse clubs and 191 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. gross domestic product (“GDP”), we operate more than 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 buy-online-pickup-in-club (“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.

Current wording

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 257 large-format, high volume warehouse clubs and 194 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. gross domestic product (“GDP”), we operate more than 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 buy-online-pickup-in-club (“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.

Previous wording

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee. We have approximately 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 Card 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 Card and Club+ membership fees were $55 and $110 per year, respectively. We believe that members can save over ten times their $60 Club Card 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®, represented approximately 26% of our total net sales, excluding gasoline, for fiscal year 2024. 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 $475.7 million for the trailing twelve-months ended August 2, 2025.

Current wording

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®, represented approximately 26% of our total net sales, excluding gasoline, for fiscal year 2024. 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 $487.0 million for the trailing twelve-months ended November 1, 2025.

Previous wording

Our business is moderately seasonal in nature. Historically, our business has realized a slightly higher portion of net sales, operating income, 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.

Current wording

Our business is subject to some seasonality. Historically, our business has realized a slightly higher portion of net sales, operating income, 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.

Previous wording

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 the first twenty-six weeks of 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 2024.

Current wording

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 the first thirty-nine weeks of 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 2024.

Previous wording

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 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.

Current wording

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.

Previous wording

Net sales for the second quarter of fiscal year 2025 were $5.3 billion, a 3.2% increase from net sales reported for the second quarter of fiscal year 2024 of $5.1 billion.

Current wording

Net sales for the third quarter of fiscal year 2025 were $5.2 billion, a 4.8% increase from net sales reported for the third quarter of fiscal year 2024 of $5.0 billion.

Previous wording

Net sales for the first six months of fiscal year 2025 were $10.3 billion, a 3.9% increase from net sales reported for the first six months of fiscal year 2024 of $9.9 billion.

Current wording

Net sales for the first nine months of fiscal year 2025 were $15.5 billion, a 4.2% increase from net sales reported for the first nine months of fiscal year 2024 of $14.9 billion.

Previous wording

The increase for both comparative periods was due primarily to traffic and unit growth, particularly in the perishables, grocery, and sundries division, as well as a net increase of 11 clubs from the prior year period, partially offset by a decrease in the average retail price-per-gallon of gasoline.

Current wording

The increase for both comparative periods was due primarily to traffic and unit growth, particularly in the perishables, grocery, and sundries division, as well as a net increase of nine clubs from the prior year period. Net sales for the third quarter of fiscal year 2025 were also positively impacted by an increase in comparable gallons of gasoline sold compared to the third quarter of fiscal year 2024, while the increase in net sales for the first nine months of fiscal year 2025 was partially offset by a decrease in the average retail price-per-gallon of gasoline.

Previous wording

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 2.3% and 3.1% in the second quarter and the first six months of fiscal year 2025, respectively, compared to the same periods in fiscal year 2024, primarily driven by increased sales in the perishables, grocery, and sundries division, partially offset by a decline in sales of general merchandise and services.

Current wording

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 1.8% and 2.6% in the third quarter and the first nine months of fiscal year 2025, respectively, compared to the same periods in fiscal year 2024, primarily driven by increased sales in the perishables, grocery, and sundries division. Sales of general merchandise and services also increased during the third quarter of fiscal year 2025, while the first nine months of fiscal year 2025 showed a decline in sales.

Previous wording

In the perishables, grocery, and sundries division, growth was led by fresh meat and produce, dairy, candy, and snack categories when compared to the second quarter and the first six months of fiscal year 2024, partially offset by decreased demand for alcohol.

Current wording

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 the third quarter and the first nine months of fiscal year 2024. Third quarter growth was partially offset by decreased demand for paper and household cleaning products.

Previous wording

The impact of gasoline sales is primarily a result of a decrease in retail prices year over year for both comparative periods. Comparable gallons sold remained flat in the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024, while total gallons sold in the first six months of fiscal year 2025 increased compared to the first six months of fiscal year 2024.

Current wording

The impact of gasoline sales is primarily a result of a decrease in retail prices year-over-year for both comparative periods, partially offset by an increase in comparable gallons sold.

Previous wording

The increase for both comparative periods 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. We anticipate the annual membership fee increase will positively impact membership fee income for the remainder of fiscal 2025.

Current wording

The increase for both comparative periods 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. We anticipate the annual membership fee increase will positively impact membership fee income for the remainder of fiscal year 2025.

Previous wording

Cost of sales was $4.4 billion, or 83.2% of net sales, in the second quarter of fiscal year 2025 compared to $4.2 billion, or 83.4% of net sales, in the second quarter of fiscal year 2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 10 basis points compared to the prior year period.

Current wording

Cost of sales was $4.3 billion, or 83.0% of net sales, in the third quarter of fiscal year 2025 compared to $4.1 billion, or 82.7% of net sales, in the third quarter of fiscal year 2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, remained flat compared to the prior year period.

Previous wording

Cost of sales was $8.6 billion, or 83.2% of net sales, in the first six months of fiscal year 2025 compared to $8.3 billion, or 83.7% of net sales, in the first six months of fiscal year 2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 20 basis points compared to the first six months of fiscal year 2024. The Company continues to manage the business to drive profitable growth across the broader merchandise assortment.

Current wording

Cost of sales was $12.9 billion, or 83.1% of net sales, in the first nine months of fiscal year 2025 compared to $12.4 billion, or 83.4% of net sales, in the first nine months of fiscal year 2024. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased 10 basis points compared to the first nine months of fiscal year 2024. The Company continues to manage the business to drive profitable growth across the broader merchandise assortment.

Previous wording

SG&A increased by 4.8% to $786.4 million in the second quarter of fiscal year 2025 from $750.3 million in the second quarter of fiscal year 2024.

Current wording

SG&A increased by 7.4% to $788.2 million in the third quarter of fiscal year 2025 from $733.6 million in the third quarter of fiscal year 2024.

Previous wording

SG&A increased by 5.1% to $1.55 billion in the first six months of fiscal year 2025 from $1.47 billion in the first six months of fiscal year 2024.

Current wording

SG&A increased by 5.9% to $2.3 billion in the first nine months of fiscal year 2025 from $2.2 billion in the first nine months of fiscal year 2024.

Previous wording

The increase in SG&A for both comparative periods was primarily driven by increased labor and occupancy costs 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.

Current wording

The increase in SG&A for both comparative periods was primarily driven by increased labor and occupancy costs as a result of new club and gas station openings, as well as increased advertising costs. Additionally, an increase in the number of owned clubs has resulted in increased depreciation expense year-over-year. In the third quarter of fiscal year 2024, the Company benefitted from the net impact of legal settlements reached of approximately $20 million, which contributed to the increase in SG&A expenses year-over-year.

Previous wording

The decrease for both comparative periods was primarily due to a reduction in outstanding borrowings as well as fluctuations in interest rates year-over-year.

Current wording

The decrease for both comparative periods was primarily due to fluctuations in outstanding borrowings and interest rates year-over-year.

Previous wording

The effective income tax rate was 26.9% and 24.1% for the second quarter of fiscal years 2025 and 2024, respectively.

Current wording

The effective income tax rate was 26.9% and 28.2% for the third quarter of fiscal years 2025 and 2024, respectively.

Previous wording

The effective income tax rate was 24.6% and 24.2% for the first six months of fiscal years 2025 and 2024, respectively.

Current wording

The effective income tax rate was 25.4% and 25.7% for the first nine months of fiscal years 2025 and 2024, respectively.

Previous wording

(a)Represents charges related to the restructuring of certain corporate functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees.

Current wording

(a)Represents charges related to the restructuring of certain corporate and club functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees.

Previous wording

(a) Represents charges related to the restructuring of certain corporate functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees.

Current wording

(a) Represents charges related to the restructuring of certain corporate and club functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees.

Previous wording

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of August 2, 2025, cash and cash equivalents totaled $47.3 million and we had $1.0 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.

Current wording

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of November 1, 2025, cash and cash equivalents totaled $45.1 million and we had $989.5 million 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.

Previous wording

In the first six months of fiscal year 2025, we repurchased 430,000 shares under the 2024 Repurchase Program for a total purchase price of $47.4 million, inclusive of associated costs.

Current wording

In the first nine months of fiscal year 2025, we repurchased 1,335,000 shares under the 2024 Repurchase Program for a total purchase price of $134.7 million, inclusive of associated costs.

Previous wording

Net cash provided by operating activities was $458.0 million for the first six months of fiscal year 2025 compared to $422.2 million for the first six months of fiscal year 2024. The increase was primarily due to a $44.5 million increase in net income, inclusive of a $13.0 million increase in depreciation and amortization. Also impacting net operating cash flows were fluctuations in working capital, including a positive impact of $79.7 million related to merchandise inventories, primarily driven by changes in inventory levels in our general merchandise and grocery divisions, and $32.2 million related to accounts receivable due to timing of vendor and customer cash receipts; offset by $91.8 million related to accounts payable as a result of timing and volume of inventory purchases and vendor payments; $43.4 million related to accrued expenses, primarily driven by accruals for vendor invoices and the change in accrued incentive compensation as a result of differences in the expected achievement from period-to-period; and $28.7 million of lease-related activity primarily due to an increase in prepaid rent based on the timing of quarter-end.

Current wording

Net cash provided by operating activities was $639.1 million for the first nine months of fiscal year 2025 compared to $629.0 million for the first nine months of fiscal year 2024. The increase was primarily due to a $40.8 million increase in net income, inclusive of a $19.7 million increase in depreciation and amortization and a net increase in deferred income tax provisions of $20.9 million. Also impacting net operating cash flows were fluctuations in working capital, including a positive impact of $80.4 million related to merchandise inventories, primarily driven by changes in inventory levels in our general merchandise and grocery divisions; $22.1 million related to accounts receivable due to timing of vendor and customer cash receipts; offset by $114.6 million related to accounts payable as a result of timing and volume of inventory purchases and vendor payments; $50.4 million related to accrued expenses, primarily driven by accruals for vendor invoices and the change in accrued incentive compensation as a result of differences in the expected achievement from period-to-period; and $29.3 million of lease-related activity primarily due to an increase in prepaid rent based on the timing of quarter-end.

Previous wording

Net cash used in investing activities was $306.2 million for the first six months of fiscal year 2025 compared to $239.6 million for the first six months of fiscal year 2024. This fluctuation is primarily driven by an increase in capital spending of $66.4 million as we continue to execute on our growth strategy with new clubs in our pipeline.

Current wording

Net cash used in investing activities was $501.2 million for the first nine months of fiscal year 2025 compared to $427.6 million for the first nine months of fiscal year 2024. This fluctuation is primarily driven by an increase in capital spending of $73.4 million as we continue to execute on our growth strategy with new clubs in our pipeline.

Previous wording

Net cash used in financing activities for the first six months of fiscal year 2025 was $132.8 million compared to $180.6 million for the first six months of fiscal year 2024. The decrease in cash used is primarily due to a $32.0 million decrease in net payments on our ABL Revolving Facility and a $17.1 million decrease in the acquisition of treasury stock compared to the prior year period.

Current wording

Net cash used in financing activities for the first nine months of fiscal year 2025 was $121.1 million compared to $203.6 million for the first nine months of fiscal year 2024. The decrease in cash used is primarily due to $25.0 million of net borrowings on our ABL Revolving Facility for the first nine months of fiscal year 2025 compared to net payments of $74.0 million in the first nine months of fiscal year 2024, partially offset by a $12.2 million increase in the acquisition of treasury stock compared to the prior year period.

Previous wording

We present adjusted free cash flow 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.

Current wording

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.

Previous wording

Adjusted free cash flow remained relatively flat for the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024. Adjusted free cash flow decreased to $154.9 million for the first six months of fiscal year 2025 compared to $182.6 million for the first six months of fiscal year 2024. The fluctuations are primarily the result of an increase in capital spending, partially offset by higher cash flows from operating activities driven by higher net income.

Current wording

Adjusted free cash flow decreased to $141.1 million for the first nine months of fiscal year 2025 compared to $201.4 million for the first nine months of fiscal year 2024. The fluctuation is primarily the result of an increase in capital spending, partially offset by higher cash flows from operating activities driven by higher net income.

Previous wording

At August 2, 2025, there was $105.0 million outstanding in loans under the ABL Revolving Facility and $19.6 million in outstanding letters of credit. The interest rate on the revolving credit facility was 5.45% and unused capacity was $1.0 billion.

Current wording

At November 1, 2025, there was $200.0 million outstanding in loans under the ABL Revolving Facility and $10.5 million in outstanding letters of credit. The interest rate on the revolving credit facility was 5.07% and unused capacity was $989.5 million.

Previous wording

Our material cash commitments consist primarily of debt obligations, interest payments, leases, and purchase orders for merchandise inventory, agreements for capital items, gasoline, products and services used in our business, information technology, executive employment, and other agreements. These material cash commitments impact our short-term and long-term liquidity and capital needs. As of August 2, 2025, other than those items related to the ordinary course of operations of our business such as inventory purchases, agreements for capital items, and new leases and lease amendments, there were no material changes to our material cash commitments from those described in our Annual Report on Form 10-K for fiscal year 2024.

Current wording

Our material cash commitments consist primarily of debt obligations, interest payments, leases, and 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. These material cash commitments impact our short-term and long-term liquidity and capital needs. As of November 1, 2025, other than a cash commitment of approximately $87 million, expected to be paid in the first half of fiscal year 2026, related to the purchase of transferable tax credits, and those items related to the ordinary course of operations of our business such as inventory purchases, agreements for capital items, and new leases and lease amendments, there were no material changes to our material cash commitments from those described in our Annual Report on Form 10-K for fiscal year 2024.