COST Form 4: Stanton Family Trust Transfers 211 Costco Shares

Rhea-AI Filing Summary

Form 4 filed for COST reports that on September 2, 2025 the Stanton Family Trust distributed 211 shares of Costco Wholesale Corporation common stock to a beneficiary who is the reporting person’s son. The reporting person, John W. Stanton, is identified as a director and trustee and disclaims beneficial ownership of the shares held by the beneficiary and those remaining in the trust.

The Form 4 shows the trust as the indirect owner of 211 shares prior to the distribution and documents a corresponding indirect disposition by the reporting person via the trust. The form is signed by an attorney-in-fact on September 4, 2025.

Insights

Financial Analyst

TL;DR: Small insider distribution of 211 shares by a trustee; immaterial to Costco’s capital structure.

The filing documents a distribution from the Stanton Family Trust to a beneficiary on 09/02/2025 that reduced the trust’s indirect holdings by 211 shares. As reported, the reporting person disclaims beneficial ownership of the shares now held by his son. This is a routine trust distribution and does not indicate a sale or broader change in holdings disclosed in this form. There are no sales reported, no derivative activity, and no change to aggregate public float disclosed here.

Corporate Governance Expert

TL;DR: Trustee-led transfer documented correctly; disclosure aligns with Section 16 reporting requirements.

The Form 4 lists the reporting person as a director and trustee and provides the required disclosure that the trust distributed 211 shares to a beneficiary (the reporting person’s son) on 09/02/2025. The reporting person explicitly disclaims beneficial ownership of both the distributed shares and those remaining in the trust, which is a common governance disclosure when trustees transfer trust assets to beneficiaries. The form is properly executed by an attorney-in-fact and contains no indication of a 10b5-1 plan or derivative transactions.

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

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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^*

STANTON JOHN W

(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)
09/02/2025

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	09/02/2025		G		211	D	$0	211(1)	I	Stanton Family Trust
Common Stock	09/02/2025		G		211	A	$0	211(1)	I	By Son
Common Stock								23,803.936	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:

1. The reporting person is a trustee of the Stanton Family Trust. On September 2, 2025, the trust distributed 211 shares of Costco common stock to a beneficiary of the trust who is the reporting person's son. The reporting person disclaims beneficial ownership of the securities owned by his son and by the trust.

	/s/ Alejandro Torres, Attorney-in-Fact	09/04/2025
	** 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

What transaction is disclosed on the Form 4 for COST?

The Form 4 discloses a distribution of 211 shares of Costco common stock from the Stanton Family Trust to a beneficiary on 09/02/2025.

Who is the reporting person on this Form 4 for COST?

The reporting person is John W. Stanton, identified as a director and trustee of the Stanton Family Trust.

Does the reporting person retain beneficial ownership of the distributed shares?

No. The filing states the reporting person disclaims beneficial ownership of the shares owned by his son and by the trust.

Was there any sale or option exercise reported in this filing for COST?

No. The filing reports a trust distribution; there are no sales, derivative transactions, or option exercises disclosed.

When was the Form 4 signed?

The Form 4 was signed by an attorney-in-fact on 09/04/2025.