BJs Wholesale Club Holdings, Inc. Common Stock

Credit and liquidity · Liquidity and cash flow constraints

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash. We are a holding company and do not have any material assets or operations other than ownership of the equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries.

Credit and liquidity · Access to capital and financing

We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could have a material adverse effect on our business, financial condition and results of operations. Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future and is subject to general economic, financial, competitive, legislative, regulatory, tax and other factors that are beyond our control.

Market and investment · Interest rate and yield curve risk

Our leverage could expose us to interest rate risk associated with our variable rate debt and prevent us from meeting our obligations under our ABL Revolving Facility and First Lien Term Loan. Our indebtedness could have important consequences to us, including: exposing us to the risk of increased interest rates as substantially all of our borrowings are at variable rates.

Capital structure and performance · Financial performance volatility

Our comparable club sales and quarterly operating results may fluctuate significantly. Our comparable club sales may be adversely affected for many reasons, including new club openings by our competitors, the opening of our own new clubs that may cannibalize existing club sales, cycling against strong sales in the prior year, by price reductions in response to competition, and by high rates of inflation or deflation.

Capital structure and performance · Debt management and refinancing

We face risks related to our indebtedness. As of January 31, 2026, our total outstanding debt was $519.1 million. Our leverage could expose us to interest rate risk associated with our variable rate debt and prevent us from meeting our obligations under our ABL Revolving Facility and First Lien Term Loan. Our indebtedness could have important consequences to us, including: limiting our ability to deduct interest in the taxable period in which it is incurred.

Credit and liquidity · Credit risk and customer defaults

Our co-branded credit card program may be affected by economic and regulatory conditions. Deterioration in economic conditions could adversely affect our co-branded credit card program, including the volume of new credit accounts, the amount of credit card balances and the ability of credit card holders to pay their balances. These conditions could result in the Company receiving lower payments under the co-branded credit card program.

Core operations · Operational disruption and business continuity

Disruptions in our merchandise distribution could adversely affect sales and member satisfaction. We depend on the orderly operation of our merchandise receiving and distribution process through our Company-operated distribution centers. Unforeseen disruptions in operations due to extreme weather, including hurricanes, earthquakes, tornados, wildfires, floods, or other catastrophic events, labor issues, war or other civil unrest, or other shipping problems may result in delays in the delivery of merchandise to our clubs.

Supply chain and procurement · Geographic concentration of suppliers

We depend on the financial performance of our operations in the New York metropolitan area, which accounted for 23% of net sales in fiscal year 2025. Any substantial slowing or sustained decline in these operations could materially adversely affect our business and financial results. We consider 46 of our clubs to be located in the New York metropolitan area.

Human capital and workforce · Key personnel dependence and succession

We are dependent upon several key management and other team members. If we were to lose the services of one or more of our key team members, this could have a material adverse effect on our operations. Our ability to control labor costs is subject to numerous external factors, including healthcare costs and prevailing wage rates.

Human capital and workforce · Talent acquisition and retention

Our success depends on our ability to attract and retain a qualified management team and other team members while controlling our labor costs. We are dependent upon several key management and other team members. If we were to lose the services of one or more of our key team members, this could have a material adverse effect on our operations. Our continued success also depends upon our ability to attract and retain highly qualified team members to meet our future growth needs while controlling related labor costs.

Human capital and workforce · Labor relations and union negotiations

Union attempts to organize our team members could disrupt our business. In the past, unions have attempted to organize our team members at certain of our clubs and distribution centers. Future union activities, including organizing efforts, slow-downs or work stoppages could negatively impact our business and results of operations. Changes in labor laws or regulations that promote union activity could also adversely impact our business.

Corporate governance · Internal controls and risk management

The ABL Revolving Facility and First Lien Term Loan impose significant operating and financial restrictions on us and our subsidiaries that may prevent us from pursuing certain business opportunities and restrict our ability to operate our business. The credit agreements governing our ABL Revolving Facility and First Lien Term Loan contain covenants that restrict our, and our subsidiaries', ability to take various actions, such as: incur or guarantee additional indebtedness or issue certain disqualified or preferred stock.

Reputation and brand · Product recalls and public safety

Product recalls could adversely affect our sales and results of operations. If our merchandise offerings, including food and general merchandise products, do not meet applicable safety standards or our members' expectations regarding safety, we could experience lost sales and increased costs and be exposed to legal and reputational risk. Such illnesses or injuries could result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues.

Economic and market conditions · Consumer spending and confidence

Our results of operations are affected by the level of consumer spending and, therefore, by changes in the economic factors that impact consumer spending. Certain economic conditions or events, such as a contraction in the financial markets; high rates of inflation or deflation; high unemployment levels; decreases in consumer disposable income; unavailability of consumer credit; higher consumer debt levels could reduce consumer spending generally, which could cause our customers to spend less or to shift their spending to our competitors.

Economic and market conditions · Inflation and deflation pressures

Additionally, inflation can adversely affect us by increasing the costs of materials, labor and other costs. If we are unable to increase our prices to offset the effects of inflation, our business, results of operations and financial condition could be adversely affected. For example, if we experience a general deflation in the prices of the goods we sell, this would reduce our net sales and potentially adversely affect our operating income.

Innovation and product development · Intellectual property protection and infringement

We may not be able to protect our intellectual property adequately, which, in turn, could harm the value of our brand and adversely affect our business. We rely on our proprietary intellectual property, including trademarks, to market, promote and sell our products in our clubs. We may be unable to prevent third parties from using our intellectual property without our authorization. Additionally, we cannot be certain that we do not, or will not in the future, infringe on the intellectual property rights of third parties.

Market position and competition · Pricing pressure and margin compression

Because we compete to a substantial degree on price, changes affecting the market prices of the goods we sell could adversely affect our net sales and operating profit. If our competitors substantially lower their prices, we would be forced to lower our prices, which could adversely impact our margins and results of operations. Additionally, inflation can adversely affect us by increasing the costs of materials, labor and other costs.

Customer and revenue · Changing customer preferences and behavior

We may not timely identify or respond effectively to consumer trends, which could negatively affect our relationship with our members, the demand for our products and services and our market share. Our success depends, in part, on our ability to identify and respond to evolving trends in demographics and member preferences. Failure to timely identify or respond effectively to changing consumer tastes, preferences and spending patterns could lead us to offer our members a mix of products or a level of pricing that they do not find attractive.

Digital transformation and innovation · Digital transformation and modernization

If we do not successfully maintain a relevant digital experience for our members, our results of operations could be adversely impacted. Digital retailing is rapidly evolving, with the use of digital platforms by consumers continuing to increase, and we must keep pace with changing member expectations and new developments by our competitors. If we are unable to make, improve or develop relevant member-facing technology in a timely manner, or appropriately incorporate artificial intelligence, our ability to compete and our results of operations could be adversely affected.

Tax and financial reporting · Tax compliance and changes in tax law

We could be subject to additional income tax liabilities. We compute our income tax provision based on enacted federal and state tax rates. As tax rates vary among jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision. Additionally, changes in the enacted tax laws, adverse outcomes in tax audits could have a material adverse effect on our financial condition and results of operations.