Costco EVP Wilcox earns 4,129 RSU shares

Form 4 shows Costco’s executive vice president vesting performance-based equity and related share withholding for taxes.

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP /NEW (COST) reported that Executive Vice President William Richard Wilcox received an equity award tied to fiscal 2026 performance on September 10, 2026. The award relates to Restricted Stock Units granted October 22, 2025 that vest 20% annually over five years, with potential accelerated vesting under the 2019 Incentive Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wilcox William Richard

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	4,129	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,934.609	$902.38	$1.75M

Holdings After Transaction: Common Stock — 4,194.391 shares (Direct)

Footnotes (2)

1. F1. Grant was initially made on October 22, 2025, subject to performance conditions concerning fiscal 2026, 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. In addition, under the 2019 Incentive Plan, employees are eligible for accelerated vesting upon the anniversary of their 25th, 30th and 35th years of service.
2. F2. Not applicable. Grant of Restricted Stock Units.

Key Figures

Shares acquired from award: 4,129 shares Shares delivered or withheld: 1,934.609 shares Price for exercise price or tax liability: $902.38 per share +3 more

6 metrics

Shares acquired from award 4,129 shares Common Stock reported as acquired on September 10, 2026 via grant/award

Shares delivered or withheld 1,934.609 shares Common Stock delivered or withheld on September 10, 2026 for exercise price or tax liability

Price for exercise price or tax liability $902.38 per share Applied to 1,934.609 shares delivered or withheld on September 10, 2026

Initial RSU grant date October 22, 2025 Grant of Restricted Stock Units subject to fiscal 2026 performance conditions

Annual vesting portion 20% per year Earned awards vest 20% on first anniversary and 20% in each of the next four years

Accelerated vesting service milestones 25th, 30th, 35th years Employees eligible for accelerated vesting at these service anniversaries under 2019 Incentive Plan

Key Terms

Restricted Stock Units, performance conditions, accelerated vesting, 2019 Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"Not applicable. Grant of Restricted Stock Units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance conditions financial

"subject to performance conditions concerning fiscal 2026"

accelerated vesting financial

"employees are eligible for accelerated vesting upon the anniversary"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

2019 Incentive Plan financial

"In addition, under the 2019 Incentive Plan, employees are eligible"

tax liability financial

"Payment of exercise price or tax liability by delivering or withholding"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did COST executive William Richard Wilcox report on this Form 4 for COST?

He reported an acquisition of 4,129 shares of Costco common stock on September 10, 2026, arising from a grant of Restricted Stock Units initially made on October 22, 2025 and earned based on fiscal 2026 performance conditions.

How many COST shares were withheld for taxes or exercise costs in this Form 4?

On September 10, 2026, 1,934.609 shares of Costco common stock were delivered or withheld at $902.38 per share for payment of the exercise price or tax liability related to the equity award.

What are the vesting terms of the equity award reported for COST’s executive?

The earned awards vest 20% on the first anniversary of the October 22, 2025 grant date, and an additional 20% vests in each of the ensuing four years, conditioned on continued employment with Costco.

Were the fiscal 2026 performance conditions for the COST equity award satisfied?

Yes. The filing states that fiscal 2026 performance conditions have been deemed satisfied by the Compensation Committee of Costco’s Board of Directors, determining the number of Restricted Stock Units earned under the October 22, 2025 grant.

Does this COST Form 4 indicate any accelerated vesting features?

Yes. Under Costco’s 2019 Incentive Plan, employees are eligible for accelerated vesting upon the anniversary of their 25th, 30th, and 35th years of service, in addition to the scheduled vesting terms.

Were these COST transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, and no footnote references a trading plan, so no Rule 10b5-1 plan is reported for these transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 05:30 PM Accepted by SEC EDGAR 09/14/2026 - 05:30 PM Learn about SEC filing dates

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^*

Wilcox William Richard

(Last) (First) (Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH WASHINGTON 98027

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

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

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

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

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	09/10/2026		A		4,129(1)	A	$0(2)	6,129	D
Common Stock	09/10/2026		F		1,934.609	D	$902.38	4,194.391	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, 2025, subject to performance conditions concerning fiscal 2026, 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. In addition, under the 2019 Incentive Plan, employees are eligible for accelerated vesting upon the anniversary of their 25th, 30th and 35th years of service.

2. Not applicable. Grant of Restricted Stock Units.

	/s/ Alejandro Torres, Attorney-in-Fact	09/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)