BJ's Wholesale Club Holdings, Inc.BJ
BJ's Wholesale Club Holdings, Inc. Stock Compensation Disclosure
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.
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:
| (Options in thousands) | Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted- average Exercise Price | Weighted-average Remaining Contractual Life (in years) | ||||||||||||||
| Outstanding, beginning of period | 821 | $ | 19.14 | ||||||||||||||
| Exercised | (299) | 16.74 | |||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||
| (Shares in thousands) | Shares | Weighted-average Grant-Date Fair Value | Shares | Weighted-average Grant-Date Fair Value | Shares (a) | Weighted-average Grant-Date Fair Value | |||||||||||||||||||||||||||||
| Outstanding, beginning of period | 291 | $ | 73.78 | 368 | $ | 75.43 | 628 | $ | 69.53 | ||||||||||||||||||||||||||
Granted(b) | 5 | 107.79 | 298 | 111.73 | 341 | 114.88 | |||||||||||||||||||||||||||||
| Forfeited | (16) | 73.81 | (53) | 92.22 | (74) | 87.78 | |||||||||||||||||||||||||||||
| Vested | (187) | 71.82 | (133) | 76.56 | (388) | 62.44 | |||||||||||||||||||||||||||||
| Outstanding, end of period | 93 | 78.15 | 480 | 95.76 | 507 | 84.56 | |||||||||||||||||||||||||||||
(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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 12, 2026 | Showing above |
| 2025 | Mar 14, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.