[Form 4] COSTCO WHOLESALE CORP /NEW Insider Trading Activity

Rhea-AI Filing Summary

Costco Wholesale (COST) reported a Form 4 for its President and CEO, reflecting equity award activity on 10/22/2025. The officer recorded an acquisition of 13,834 shares at $0 tied to a performance-based restricted stock unit grant initially made on October 22, 2024. The earned awards vest 20% on the first anniversary and an additional 20% over each of the next four years, subject to continued employment.

To cover taxes upon vesting, the company withheld 1,493.05 and 1,159.75 shares at a price of $944.68 (the Nasdaq closing price on 10/22/2025). Following these transactions, the officer reported 52,258.062 shares beneficially owned.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Vachris Roland Michael

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,834	$0.00	--
Tax Withholding	Common Stock	1,493.05	$944.68	$1.41M
Tax Withholding	Common Stock	1,159.75	$944.68	$1.10M

Holdings After Transaction: Common Stock — 54,910.862 shares (Direct)

Footnotes (1)

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. Not applicable. Grant of Restricted Stock Units. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Vachris Roland Michael

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		13,834(1)	A	$0(2)	54,910.862	D
Common Stock	10/22/2025		F		1,493.05	D	$944.68(3)	53,417.812	D
Common Stock	10/22/2025		F		1,159.75	D	$944.68(3)	52,258.062	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.
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