Costco EVP Klauer earns 4,129 RSU award

Costco’s Executive Vice President received 4,129 performance-based RSUs with multi-year vesting and had 936.115 shares withheld to cover exercise price or tax obligations.

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP (COST) reported that Executive Vice President James C. Klauer received a grant of 4,129 Restricted Stock Units tied to fiscal 2026 performance, deemed earned by the Compensation Committee. The award vests 20% on the first anniversary of the October 22, 2025 grant date and 20% in each of the next four years, subject to continued employment and potential accelerated vesting under the 2019 Incentive Plan. On September 10, 2026, 936.115 shares of common stock were delivered or withheld to pay the exercise price or tax liability, and Klauer also reports 98.5 shares held indirectly by his spouse. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Klauer James C

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	936.115	$902.38	$845K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 48,029.879 shares (Direct); Common Stock — 98.5 shares (Indirect, By Spouse)

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

RSUs granted: 4,129 units Vesting schedule: 20% per year over 5 years Shares delivered/withheld: 936.115 shares +3 more

6 metrics

RSUs granted 4,129 units Equity award to Executive Vice President, initially granted October 22, 2025

Vesting schedule 20% per year over 5 years RSUs vest 20% on first anniversary, then 20% in each of four ensuing years

Shares delivered/withheld 936.115 shares Used for payment of exercise price or tax liability on September 10, 2026

Share price for tax/exercise payment $902.38 per share Price applied to 936.115 shares for payment of exercise price or tax liability

Indirect holdings by spouse 98.5 shares Common stock held indirectly by spouse after reported transactions

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

Key Terms

Restricted Stock Units, performance conditions, Compensation Committee, accelerated vesting, +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"

Compensation Committee financial

"deemed satisfied by the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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"

FAQ

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

What equity award did Costco (COST) grant to Executive Vice President James C. Klauer?

James C. Klauer received a grant of 4,129 Restricted Stock Units, initially made on October 22, 2025, subject to fiscal 2026 performance conditions that have been deemed satisfied by the Compensation Committee.

How do the new RSUs for Costco (COST) executive James C. Klauer vest?

The 4,129 RSUs vest 20% on the first anniversary of the October 22, 2025 grant date, and an additional 20% vest over each of the ensuing four years, contingent on continued employment, with potential accelerated vesting under the 2019 Incentive Plan.

What does the 936.115-share transaction for Costco (COST) on September 10, 2026 represent?

On September 10, 2026, 936.115 shares of Costco common stock were delivered or withheld at $902.38 per share for payment of exercise price or tax liability in connection with equity awards.

Does James C. Klauer have any indirect holdings of Costco (COST) stock?

Yes. The filing reports 98.5 shares of Costco common stock held indirectly by his spouse after the reported transactions.

Were Costco (COST) insider transactions by James C. Klauer under a Rule 10b5-1 plan?

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

What performance period applies to James C. Klauer’s 4,129 RSUs at Costco (COST)?

The 4,129 RSUs were initially granted on October 22, 2025, subject to performance conditions concerning fiscal 2026, which the Compensation Committee has deemed satisfied.

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

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Available on EDGAR 09/14/2026 - 05:24 PM Accepted by SEC EDGAR 09/14/2026 - 05:23 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^*

Klauer James C

(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)	48,965.994	D
Common Stock	09/10/2026		F		936.115	D	$902.38	48,029.879	D
Common Stock								98.5	I	By Spouse

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)