BJ批发俱乐部 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedFebruary1, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File No.001-38559_____________________________ BJ’S WHOLESALE CLUB HOLDINGS, INC. (Exact name of registrant as specified in its charter)_____________________________ DelawareState or other jurisdiction ofincorporation or organization 350 Campus DriveMarlborough,Massachusetts(Address of principal executive offices)45-2936287(I.R.S. EmployerIdentification No.) 01752(Zip Code) Registrant’s telephone number, including area code:(774)512-7400 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.YesoNox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yesx No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company" and "emerging growth company" in Rule12b-2 of the Exchange Act. Large accelerated filerxNon-accelerated filero Accelerated FilerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐Nox The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closingprice, as reported by the New York Stock Exchange, at which the common equity was last sold as of August 3, 2024, the last businessday of the registrant’s most recently completed second fiscal quarter, was approximately $11,500,000,000. For purposes of thiscalculation, the registrant has excluded the market value of all shares of its voting common equity reported as beneficially owned bytheexecutive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any suchperson is an affiliate of the registrant. The registrant has no non-voting common equity. The number of outstanding shares of common stock of the registrant as of March5, 2025 was131,676,982. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Definitive Proxy Statement for its2025 Annual Meeting of Shareholders, which the registrant anticipates will be filed with the Securities and Exchange Commission nolater than 120 days after the end of its 2024 fiscal year pursuant to Regulation 14A. Table of Contents PART IPage NoItem 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesI