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 January 31. Accordingly, references herein to “fiscal year 2026” relate to the 52 weeks ending January 30, 2027, and references herein to “fiscal year 2025” relate to the 52 weeks ended January 31, 2026. The first quarter of fiscal year 2026 ended on May 2, 2026, and the first quarter of fiscal year 2025 ended on May 3, 2025, 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 January 31. Accordingly, references herein to “fiscal year 2026” relate to the 52 weeks ending January 30, 2027, and references herein to “fiscal year 2025” relate to the 52 weeks ended January 31, 2026. The second quarter of fiscal year 2026 ended on August 1, 2026, and the second quarter of fiscal year 2025 ended on August 2, 2025, and both included thirteen weeks.

Previous wording

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 267 large-format, high-volume warehouse clubs and 205 gas stations spanning 22 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 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.

Current wording

Since pioneering the warehouse club model in New England in 1984, we have grown our footprint to 267 large-format, high-volume warehouse clubs and 206 gas stations spanning 22 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 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.

Previous 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 27% of our total net sales, excluding gasoline, for fiscal year 2025. 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 $511.7 million for the trailing twelve-months ended May 2, 2026.

Current wording

Our goal is to offer our members significant value and a meaningful return in savings on their annual membership fee. We have approximately 8.5 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 27% of our total net sales, excluding gasoline, for fiscal year 2025. 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 $524.0 million for the trailing twelve-months ended August 1, 2026.

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 thirteen weeks of fiscal year 2026. Our tenured membership renewal rate, a key indicator of membership engagement, satisfaction and loyalty, was 90% at the end of fiscal year 2025.

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 twenty-six weeks of fiscal year 2026. Our tenured membership renewal rate, a key indicator of membership engagement, satisfaction and loyalty, was 90% at the end of fiscal year 2025.

Previous wording

Net sales for the first quarter of fiscal year 2026 were $5.53 billion, a 9.9% increase from net sales reported for the first quarter of fiscal year 2025 of $5.03 billion. The increase was due primarily to growth in the general merchandise and services division, as well as a net increase of nine clubs from the prior year period. Additionally, net sales were positively impacted by an increase in average retail price-per-gallon compared to the first quarter of fiscal year 2025, as well as an increase in comparable gallons sold.

Current wording

The increase for both comparative periods was due primarily to growth in traffic and ticket in each of the general merchandise and services division and the perishables, grocery, and sundries division, as well as a net increase of twelve clubs from the prior year period. Additionally, net sales for both comparative periods were positively impacted by an increase in the average retail price-per-gallon of gasoline sold compared to the second quarter and first six months of fiscal year 2025, as well as an increase in comparable gallons sold.

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 1.5% in the first quarter of fiscal year 2026, compared to the first quarter of fiscal year 2025, driven by increased sales in the general merchandise and services division of 7.1% and the perishables, grocery, and sundries division of 0.7%.

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 3.1% and 2.3% in the second quarter and the first six months of fiscal year 2026, respectively, compared to the same periods in fiscal year 2025. The general merchandise and services division generated a sales increase of 5.3% and 6.1% for the second quarter and the first six months of fiscal year 2026, while sales in the perishables, grocery, and sundries division increased by 2.8% and 1.8%, respectively.

Previous wording

General merchandise and services exhibited growth in the first quarter of fiscal year 2026 compared to the first quarter of fiscal year 2025 due to strength in consumer electronics, partially offset by headwinds in home and fashion.

Current wording

General merchandise and services exhibited growth in each of the second quarter and the first six months of fiscal year 2026 compared to the prior year periods, primarily due to strength in consumer electronics and home categories.

Previous wording

In the perishables, grocery, and sundries division, growth was led by fresh meat and produce, as well as non-alcoholic beverage, nutrition, candy, and snack categories when compared to the first quarter of fiscal year 2025. First quarter growth was partially offset by deflation in perishables, especially eggs, as well as decreases in household cleaning and health and beauty categories.

Current wording

In the perishables, grocery, and sundries division, growth was led by beverages and active nutrition, candy, and snack categories as well as fresh meat and produce compared to the second quarter and the first six months of fiscal year 2025. Growth in both periods was partially offset by a decrease in dairy, primarily driven by continued deflation in the price of eggs.

Previous wording

The impact of gasoline sales is a result of an increase in retail prices year-over-year, as well as an increase in comparable gallons sold.

Current wording

The impact of gasoline sales is a result of an increase in retail prices year-over-year, as well as an increase in comparable gallons sold for both comparative periods.

Previous wording

Membership fee income was $132.4 million in the first quarter of fiscal year 2026 compared to $120.4 million in the first quarter of fiscal year 2025, a 9.9% increase. The increase was primarily driven by strength in membership acquisition, retention and higher-tier membership penetration across both new and existing clubs.

Current wording

Membership fee income was $135.6 million in the second quarter of fiscal year 2026 compared to $123.3 million in the second quarter of fiscal year 2025, a 9.9% increase.

Previous wording

Cost of sales was $4.63 billion, or 83.8% of net sales, in the first quarter of fiscal year 2026 compared to $4.18 billion, or 83.1% of net sales, in the first quarter of fiscal year 2025. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, decreased by approximately 10 basis points compared to the first quarter of fiscal year 2025, primarily driven by the Company’s continued investments in pricing, partially offset by tariff refund benefits recognized in the quarter.

Current wording

Cost of sales was $9.75 billion, or 83.9% of net sales, in the first six months of fiscal year 2026 compared to $8.56 billion, or 83.2% of net sales, in the first six months of fiscal year 2025. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, decreased by approximately 10 basis points compared to the first six months of fiscal year 2025.

Previous wording

SG&A increased by 5.9% to $806.0 million in the first quarter of fiscal year 2026 from $760.9 million in the first quarter of fiscal year 2025. The 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.

Current wording

The increase in SG&A for both comparative periods 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. These increases were partially offset by a gain recognized in connection with a sale-leaseback transaction in the second quarter of fiscal year 2026.

Previous wording

Pre-opening expenses were $14.0 million in the first quarter of fiscal year 2026 compared to $5.0 million in the first quarter of fiscal year 2025. Pre-opening expenses fluctuated due to timing of spend and the number of club openings year-over-year.

Current wording

Pre-opening expenses fluctuated due to timing of spend and the number of club openings year-over-year.

Previous wording

The effective income tax rate was 27.0% and 22.2% for the first quarter of fiscal years 2026 and 2025, respectively. The increase in the effective income tax rate was primarily attributable to lower tax benefits from stock-based compensation compared to the prior year period.

Current wording

The effective income tax rate was 27.2% and 24.6% for the first six months of fiscal years 2026 and 2025, respectively. The increase compared to the prior year period was primarily attributable to lower tax benefits from stock-based compensation compared to the prior year period.

Previous wording

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of May 2, 2026, cash and cash equivalents totaled $27.8 million and we had $816.2 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.

Current wording

Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of August 1, 2026, cash and cash equivalents totaled $30.0 million and we had $962.3 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

During the thirteen weeks ended May 2, 2026, we repurchased 2,114,000 shares under the 2024 Repurchase Program for a total purchase price of $206.6 million, inclusive of associated costs. We continue to prioritize disciplined capital allocation, balancing reinvestment in growth, and returns to shareholders through share repurchases.

Current wording

During the twenty-six weeks ended August 1, 2026, we repurchased 3,498,278 shares under the 2024 Repurchase Program for a total purchase price of $330.7 million, inclusive of associated costs. We continue to prioritize disciplined capital allocation, balancing reinvestment in growth, and returns to shareholders through share repurchases.

Previous wording

Net cash provided by operating activities was $140.0 million for the thirteen weeks ended May 2, 2026 compared to $208.1 million for the thirteen weeks ended May 3, 2025. The decrease was primarily due to fluctuations in working capital including $91.0 million related to accounts receivable due to timing of vendor, customer, and other cash receipts, including tariff refunds; $54.7 million related to merchandise inventories, primarily driven by changes in inventory levels in our perishables and grocery divisions and gas inventory due primarily to increased cost per gallon; and $46.3 million related to prepaid expenses and other current assets, primarily driven by increases in income taxes receivable as a result of purchased tax credits. These negative working capital fluctuations were partially offset by $129.2 million related to accounts payable as a result of timing and volume of inventory purchases and vendor payments.

Current wording

Net cash provided by operating activities was $541.4 million for the twenty-six weeks ended August 1, 2026 compared to $458.0 million for the twenty-six weeks ended August 2, 2025. The increase was primarily due to a $16.1 million increase in net income, inclusive of a $13.7 million increase in depreciation and amortization. Also positively impacting net operating cash flows were fluctuations in working capital including $109.8 million related to accounts payable as a result of timing and volume of inventory purchases and vendor payments, $89.1 million related to accrued expenses, primarily driven by accruals for vendor invoices and the timing of membership payments. These positive working capital fluctuations were partially offset by $52.5 million related to accounts receivable due to timing of vendor, customer, and other cash receipts, and $49.9 million related to merchandise inventories, primarily driven by an increase in the number of clubs, and gas inventory due primarily to increased cost per gallon and an increase in the number of gas stations.

Previous wording

Net cash provided by financing activities for the thirteen weeks ended May 2, 2026 was $26.3 million compared to $54.6 million used in financing activities for the thirteen weeks ended May 3, 2025. The increase in cash provided is primarily due to $255.0 million of net borrowings on our ABL Revolving Facility for the thirteen weeks ended May 2, 2026 compared to net payments of $25.0 million in the thirteen weeks ended May 3, 2025, partially offset by a $184.4 million increase in the acquisition of treasury stock compared to the prior year period.

Current wording

Net cash used in financing activities for the twenty-six weeks ended August 1, 2026 was $236.0 million compared to $132.8 million used in financing activities for the twenty-six weeks ended August 2, 2025. The increase in cash used is primarily due to a $265.9 million increase in the acquisition of treasury stock compared to the prior year period, partially offset by $110.0 million of net borrowings on our ABL Revolving Facility for the twenty-six weeks ended August 1, 2026 compared to net payments of $70.0 million in the twenty-six weeks ended August 2, 2025.

Previous wording

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.

Current wording

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.

Previous wording

At May 2, 2026, there was $375.0 million outstanding in loans under the ABL Revolving Facility and $8.8 million in outstanding letters of credit. The interest rate on the revolving credit facility was 4.75% and unused capacity was $816.2 million.

Current wording

At August 1, 2026, there was $230.0 million outstanding in loans under the ABL Revolving Facility and $7.7 million in outstanding letters of credit. The interest rate on the revolving credit facility was 4.83% and unused capacity was $962.3 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, transferable tax credits, and other agreements. These material cash commitments impact our short-term and long-term liquidity and capital needs. As of May 2, 2026, other than a cash commitment of approximately $85 million, expected to be paid in the first quarter of fiscal year 2027, 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 2025.

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 August 1, 2026, other than cash commitments of approximately $93 million, the majority of which is expected to be paid in the first quarter of fiscal year 2027, 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 2025.