Minor Insider Sale: Costco Director Susan Decker Cuts Stake by 0.005%

Rhea-AI Filing Summary

Costco Wholesale Corp. (COST) – Form 4 Insider Transaction

Director Susan L. Decker reported two open-market sales of Costco common stock on 18 June 2025:

• 546 shares sold at $980.000 per share
• 1 share sold at $978.395 per share

Following the sales, Decker’s direct beneficial ownership declined from 11,531.936 to 11,530.936 shares, a reduction of roughly 0.005% of her holdings. No derivative transactions were reported and no Rule 10b5-1 trading plan box was checked.

The transaction size is small relative to both Decker’s remaining position and Costco’s 443 million shares outstanding, implying no material impact on the company’s capital structure or insider sentiment indicators.

Positive

• None.

Negative

• Insider selling: Director Susan L. Decker disposed of 547 shares, which, while small, may be viewed cautiously by some investors tracking insider sentiment.

Insights

Corporate Governance Expert

TL;DR: Minor director sale; immaterial to COST; neutral impact.

The filing reveals Director Susan Decker sold a total of 547 COST shares worth about $0.54 million. Her remaining stake exceeds 11.5 k shares, indicating the sale represents a de-minimis <0.01 % of shares outstanding. Absence of a 10b5-1 plan could draw limited scrutiny, yet size and timing suggest routine portfolio rebalancing rather than a signal of adverse insider outlook. Overall governance posture unchanged.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DECKER SUSAN L

(Last) (First) (Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH WA 98027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COSTCO WHOLESALE CORP /NEW [ COST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2025		S		546	D	$980	11,531.936	D
Common Stock	06/18/2025		S		1	D	$978.395	11,530.936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Alejandro Torres, Attorney-in-Fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Costco (COST) shares did Susan L. Decker sell on 18 June 2025?

She sold 547 shares of Costco common stock.

At what price were the Costco shares sold according to the Form 4?

The shares were sold at $980.000 and $978.395 per share.

What is Susan L. Decker’s remaining direct share ownership in Costco after the sale?

Her direct beneficial ownership stands at 11,530.936 shares.

Was the sale conducted under a Rule 10b5-1 trading plan?

No, the Rule 10b5-1 checkbox was not marked on the filing.

Does the transaction materially affect Costco’s share count?

No. The 547 shares sold are immaterial relative to Costco’s ~443 million shares outstanding.