BJ's Wholesale Club Holdings (BJ) risk factors, FY2026 10-K

Risks Relating to Our Business

1. 01Our business may be affected by macroeconomic and other market issues that affect consumer spending
2. 02We depend on having a large and loyal membership, and any harm to our relationship with our members could have a material adverse effect on our business, net sales and results of operations
3. 03Our business plan and operating results depend on our ability to procure the merchandise we sell at the best possible prices
4. 04We depend on vendors to supply us with quality merchandise at the right time and at the right price
5. 05Competition may adversely affect our profitability
6. 06Changes in laws related to the Supplemental Nutrition Assistance Program (“SNAP”), to the governmental administration of SNAP or to SNAP’s EBT systems could adversely impact our results of operations
7. 07Natural disasters, extreme weather or unusual conditions and catastrophic events beyond our control could negatively affect our business, financial condition and results of operations
8. 08Disruptions in our merchandise distribution could adversely affect sales and member satisfaction
9. 09We 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
10. 10We are subject to payment-related risks, including risks to the security of payment card information
11. 11Our co-branded credit card program may be affected by economic and regulatory conditions
12. 12We rely extensively on information technology to process transactions, compile results and manage our businesses. Failure or disruption of our primary and back-up systems could adversely affect our businesses
13. 13If we do not successfully maintain a relevant digital experience for our members, our results of operations could be adversely impacted26% rewritten
14. 14Global or regional pandemics, epidemics or outbreaks of infectious disease, could have an adverse effect on our business, financial condition and results of operations
15. 15Union attempts to organize our team members could disrupt our business
16. 16Our comparable club sales and quarterly operating results may fluctuate significantly
17. 17Changes in our product mix or in our revenues from gasoline sales could negatively impact our revenue and results of operations
18. 18Product recalls could adversely affect our sales and results of operations
19. 19We depend on the financial performance of our operations in the New York metropolitan area
20. 20Our growth strategy to open new clubs involves risks
21. 21Because 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
22. 22Any harm to the reputation of our private label brands could have a material adverse effect on our results of operations
23. 23We 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
24. 24Our business is moderately seasonal and weak performance during one of our historically strong seasonal periods could have a material adverse effect on our operating results for the entire fiscal year33% rewritten
25. 25Implementation of technology initiatives could disrupt our operations in the near term and fail to provide the anticipated benefits
26. 26Inventory shrinkage could have a material adverse effect on our business, financial condition and results of operations
27. 27We are subject to risks associated with leasing substantial amounts of space
28. 28Non-compliance with privacy and information security laws, especially as it relates to maintaining the security of member-related personal information, may damage our business and reputation with members, or result in our incurring substantial additional costs and becoming subject to litigation
29. 29Federal, state, regional and local laws and regulations relating to the cleanup, investigation, use, storage, discharge and disposal of hazardous materials, hazardous and non-hazardous wastes and other environmental matters could adversely impact our business, financial condition and results of operations
30. 30Our e-commerce business faces distinct risks, such as website disruptions, security incidents, delivery delays and hardware and software failures, and our failure to successfully manage it could have a negative impact on our profitability
31. 31Problems in any of these areas could result in a reduction in sales; increased costs; sanctions or penalties; and damage to our reputation and brands. Further, if we invest substantial amounts in developing our e-commerce capabilities, these factors or others could prevent those investments from being effective28% rewritten
32. 32We imported approximately 2% of our merchandise directly from overseas countries such as China, Vietnam, Bangladesh and India during fiscal year 2025. In addition, many of the products we purchase from domestic vendors are imported and would be subject to tariffs or other disruptions before reaching our clubsNew
33. 33Because 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
34. 34Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations
35. 35Goodwill and identifiable intangible assets represent a significant portion of our total assets, and any impairment of these assets could adversely affect our results of operations45% rewritten
36. 36We are a holding company with no operations of our own, and we depend on our subsidiaries for cash

Risks Relating to Our Indebtedness

1. 37We face risks related to our indebtedness
2. 38The 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
3. 39We 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

Risks Relating to Ownership of our Common Stock

1. 40The market price of our common stock may fluctuate significantly
2. 41Our ability to raise capital in the future may be limited
3. 42We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves
4. 43If securities or industry analysts do not publish or cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline
5. 44Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management27% rewritten
6. 45entitled to vote thereon, voting together as a single class, to amend or repeal our certificate of incorporation or bylaws; and electing not to be governed by Section 203 of the DGCLNew
7. 46We are exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act
8. 47We do not currently expect to pay any cash dividends
9. 48Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
10. 49Our success depends on our ability to attract and retain a qualified management team and other team members while controlling our labor costs
11. 50Insurance claims could adversely impact our results of operations
12. 51Certain legal proceedings could adversely impact our results of operations
13. 52We could be subject to additional income tax liabilities27% rewritten