COST insider update: RSU acquisition and tax withholdings detailed

Rhea-AI Filing Summary

Costco Wholesale (COST) reported an insider transaction by an Executive Vice President. On 10/22/2025, the officer recorded an acquisition of 4,219 shares at $0 (grant of restricted stock units). The filing also shows company tax withholdings coded “F” of 537.78, 293.89, and 336.61 shares at a price of $944.68 per share (the Nasdaq closing price on 10/22/2025) in connection with RSU vesting.

Following these transactions, direct beneficial ownership stands at 12,796.901 shares. The grant was initially made on 10/22/2024, tied to fiscal 2025 performance; earned awards vest 20% on the first anniversary and 20% annually over the next four years.

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^*

POLIT JAVIER

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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	10/22/2025		A		4,219(1)	A	$0(2)	13,965.181	D
Common Stock	10/22/2025		F		537.78	D	$944.68(3)	13,427.401	D
Common Stock	10/22/2025		F		293.89	D	$944.68(3)	13,133.511	D
Common Stock	10/22/2025		F		336.61	D	$944.68(3)	12,796.901	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. Grant was initially made on October 22, 2024, subject to performance conditions concerning fiscal 2025, which have been deemed satisfied by the Compensation Committee of the Board of Directors. The earned awards vest 20% on the first anniversary of the grant date and an additional 20% vest over each of the ensuing four years based on continued employment with the Company.

2. Not applicable. Grant of Restricted Stock Units.

3. This transaction is a withholding by the Company for taxes in connection with the vesting of previously granted restricted stock units. The price represents the closing market price of Costco common stock on Nasdaq on October 22, 2025.

Remarks:

Exhibit 24: Power of Attorney provided herewith.

	/s/ Alejandro Torres, Attorney-in-Fact	10/24/2025
	** 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 did Costco (COST) report in this Form 4?

An Executive Vice President reported acquiring 4,219 shares at $0 via RSUs and share withholdings for taxes tied to RSU vesting.

How many shares were withheld for taxes and at what price?

Withholdings were 537.78, 293.89, and 336.61 shares at $944.68 per share, the Nasdaq closing price on 10/22/2025.

What is the officer’s direct beneficial ownership after these transactions?

Direct beneficial ownership is 12,796.901 shares.

What do transaction codes A and F mean here?

A reflects acquisition (RSU-related). F indicates share withholding to cover taxes upon RSU vesting.

What are the vesting terms for the earned awards?

They vest 20% on the first anniversary of the grant date (10/22/2024) and 20% annually over the next four years, contingent on continued employment.

What performance condition was referenced?

Fiscal 2025 performance conditions were deemed satisfied by the Compensation Committee, enabling vesting of earned awards.