BJ's Wholesale Club Holdings (BJ): what its 10-K says it depends on

Partners and platforms

BJ's One Mastercard co-branded credit card program

earns from · 42% of members and 52% of merchandise spendnamed as a risk

In fiscal year 2025, Club+ members and co-branded Mastercard® members accounted for 42% of members and 52% of merchandise spend (excluding gas and membership fee income), compared to 39% of members and 50% of merchandise spend (excluding gas and membership fee income) in fiscal year 2024.Business (Item 1)

DoorDash

depends on

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.Business (Item 1)

Also named by CART, DKS, SFM, UBER

Instacart

depends on

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.Business (Item 1)

Also named by DKS, DLTR, SFM

Other companies

Wellsley Farms and Berkley Jensen private label brands

earns from · approximately 27% of our total net sales, excluding gasolinenamed as a risk

Our two private label brands, Wellsley Farms® and Berkley Jensen®, represent approximately 27% of our total net sales, excluding gasoline.Business (Item 1)

Competitors

Sam's Club (Walmart Inc.)

competes withnamed as a risk

Some of these competitors, including two major warehouse club operators - Sam’s Club (a division of Wal-Mart Stores, Inc.) and Costco Wholesale Corporation - operate on a multi-national basis and have significantly greater financial and marketing resources than BJ’s.Risk factors (Item 1A)

Also named by COST, SYF

Costco Wholesale Corporation

competes withnamed as a risk

Some of these competitors, including two major warehouse club operators - Sam’s Club (a division of Wal-Mart Stores, Inc.) and Costco Wholesale Corporation - operate on a multi-national basis and have significantly greater financial and marketing resources than BJ’s.Risk factors (Item 1A)

Places

China

depends on · approximately 2% of our merchandisenamed as a risk

We imported approximately 2% of our merchandise directly from overseas countries such as China, Vietnam, Bangladesh and India during fiscal year 2025.Risk factors (Item 1A)

Also named by A, AA, AAOI, AAP, AAPL, AB, ADI, AEHR and 261 more

New York metropolitan area

concentrated in · 23% of net salesnamed as a risk

Our financial and operational performance is dependent on our operations in the New York metropolitan area, which accounted for 23% of net sales in fiscal year 2025.Risk factors (Item 1A)

Also named by GS

Florida

concentrated in · 43

A summary of our club locations by state as of January 31, 2026 is set forth in the table below:Business (Item 1)

Also named by ABR, ALLY, AN, AXP, AZO, BBY, BRO, CELH and 54 more

New York

concentrated in · 50

A summary of our club locations by state as of January 31, 2026 is set forth in the table below:Business (Item 1)

Also named by ABR, AXP, BPOP, BRO, BWA, CHE, CINF, CNC and 12 more

Eastern United States

concentrated innamed as a risk

For example, our operations are concentrated primarily on the eastern half of the United States, and any adverse weather event or natural disaster, such as a hurricane or heavy snowstorm, or severe or unseasonable regional weather such as unusually heavy precipitation, could have a material adverse effect on a substantial portion of our operations.Risk factors (Item 1A)

Also named by CSX, SMID

New England

concentrated in

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.Business (Item 1)

Also named by CFG

Hazards

Hurricanes

operates innamed as a risk

For example, our operations are concentrated primarily on the eastern half of the United States, and any adverse weather event or natural disaster, such as a hurricane or heavy snowstorm, or severe or unseasonable regional weather such as unusually heavy precipitation, could have a material adverse effect on a substantial portion of our operations.Risk factors (Item 1A)

Also named by AIG, AN, ASO, BAC, BBY, BPOP, BRO, CAVA and 89 more

Commodities and inputs

Gasoline

exposed to its pricenamed as a risk

Accordingly, significant changes in gasoline prices may substantially affect our net sales notwithstanding that the profit margin and unit sales for gasoline are largely unchanged, and this effect may increase as gasoline sales make up a larger portion of our revenue.Risk factors (Item 1A)

Also named by ADM, APG, CART, COST, DRVN, EME, FIX, GPC and 2 more

Regulators

Federal Trade Commission (FTC)

subject tonamed as a risk

We were subject to a consent decree entered by the FTC in 2005 in connection with a complaint alleging that we had failed to adequately safeguard members’ personal data.Risk factors (Item 1A)

Also named by AMZN, AN, AVGO, CART, CELH, CHD, CHE, CI and 56 more

U.S. Customs and Border Protection

subject tonamed as a risk

All of our products manufactured overseas and imported into the United States are subject to duties collected by U.S. Customs and Border Protection.Risk factors (Item 1A)

Also named by BALL, CHRW, CROX, EXPD, FDX, FDXF, JBHT, KLAC and 12 more

Food and Drug Administration (FDA)

subject to

The FDA has comprehensive authority to regulate the safety of food and food ingredients (other than meat, poultry, catfish and certain egg products), as well as dietary supplements under the Federal Food, Drug, and Cosmetic Act (the “FDCA”).Business (Item 1)

Also named by A, ABBV, ABT, AMGN, ARE, ARWR, ATR, AXGN and 112 more

U.S. Department of Agriculture (USDA)

subject to

Similarly, the USDA’s Food Safety Inspection Service similarly serves as the public health agency responsible for ensuring that the nation’s commercial supply of meat, poultry, catfish and certain egg products is safe, wholesome, and properly labeled and packaged under the Federal Meat Inspection Act and the Poultry Products Inspection Act.Business (Item 1)

Also named by AGM, CAG, CALM, CASH, CB, DLTR, FLO, FSUN and 11 more

Laws and programs

ABL Revolving Facility

$120.0 millionnamed as a risk

As of January 31, 2026, our total debt outstanding was $520.0 million, which included $120.0 million under our ABL Revolving Facility and $400.0 million under our First Lien Term Loan at interest rates of 4.77% and 5.43%, respectively.Market risk (Item 7A)

First Lien Term Loan

$400.0 millionnamed as a risk

As of January 31, 2026, our total debt outstanding was $520.0 million, which included $120.0 million under our ABL Revolving Facility and $400.0 million under our First Lien Term Loan at interest rates of 4.77% and 5.43%, respectively.Market risk (Item 7A)

U.S. Foreign Corrupt Practices Act

subject tonamed as a risk

Because of our international sourcing, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback laws.Risk factors (Item 1A)

Also named by A, ADBE, ADP, AIR, AJG, ALB, AME, AMZN and 112 more

Payment Card Industry Data Security Standard (PCI DSS)

subject tonamed as a risk

For example, we are subject to Payment Card Industry Data Security Standards, which contain stringent compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data.Risk factors (Item 1A)

Also named by ABNB, AZO, BKNG, CASH, CASY, COST, DOV, EBAY and 20 more

U.S. import tariffs

subject tonamed as a risk

We may not be able to fully or substantially mitigate the impact of current or future tariffs, pass price increases on to our customers or secure adequate alternative sources of products, which would have a material adverse effect on our business, operating results and financial performance.Risk factors (Item 1A)

Also named by AOS, APLD, BMI, CAVA, CVLG, CVS, DKS, DTE and 18 more

Supplemental Nutrition Assistance Program (SNAP)

earns fromnamed as a risk

Any such program changes or reductions in funding for the SNAP program overall could alter consumer shopping habits resulting in decreased sales at our clubs and thereby materially and adversely affect our business, financial condition and results of operations.Risk factors (Item 1A)

Also named by CPB, DG, DLTR, KHC, MDLZ, MNST, MUSA, PEP and 1 more

Gasoline station environmental contamination laws

subject tonamed as a risk

In addition, the risk of substantial costs and liabilities, including for the investigation and remediation of past or present contamination at our current or former properties (whether or not caused by us), are inherent in our operations, particularly with respect to our gasoline stations.Risk factors (Item 1A)