Costco (COST) EVP Millerchip reports tax share withholding on RSU vesting

Rhea-AI Filing Summary

Costco Wholesale Corporation executive Gary Millerchip reported a routine tax-related share withholding. On March 11, 2026, 1,154.017 shares of Costco common stock were withheld by the company to cover taxes tied to the vesting of previously granted restricted stock units, at a reference price of $992.23 per share. Following this transaction, Millerchip directly owned 15,465.301 shares of Costco common stock. This was not an open-market sale, but a standard mechanism to satisfy tax obligations on equity compensation.

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

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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^*

MILLERCHIP GARY

(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)
03/11/2026

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	03/11/2026		F		1,154.017(1)	D	$992.23	15,465.301	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. 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 March 11, 2026.

	/s/ Alejandro Torres, Attorney-in-Fact	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What did Costco (COST) executive Gary Millerchip report in this Form 4?

Gary Millerchip reported a tax-related share withholding, not an open-market trade. On March 11, 2026, 1,154.017 Costco common shares were withheld by the company to cover taxes from vesting restricted stock units, a standard equity compensation mechanism.

How many Costco (COST) shares were withheld for Gary Millerchip’s taxes?

The filing shows 1,154.017 Costco common shares were withheld. This withholding covered tax obligations arising from the vesting of previously granted restricted stock units, using the March 11, 2026 Nasdaq closing price of $992.23 per share as the reference value.

Was Gary Millerchip’s Costco (COST) Form 4 transaction a stock sale?

No, the transaction was not an open-market sale. The Form 4 describes a tax-withholding disposition where Costco retained 1,154.017 shares to pay taxes on vesting restricted stock units, a common administrative step in executive equity compensation programs.

What is Gary Millerchip’s Costco (COST) shareholding after this Form 4 transaction?

After the tax withholding, Gary Millerchip directly owned 15,465.301 Costco common shares. This figure reflects his remaining direct equity position following the company’s retention of 1,154.017 shares to satisfy tax liabilities related to restricted stock unit vesting.

At what price were the Costco (COST) shares valued for Gary Millerchip’s tax withholding?

The withheld shares were valued at $992.23 per share. The footnote states this price represents the March 11, 2026 Nasdaq closing market price of Costco common stock, used to calculate the tax withholding on the vested restricted stock units.

Does Gary Millerchip’s Costco (COST) Form 4 indicate remaining derivative awards?

The data provided show no remaining derivative positions in this filing. The derivative section is empty, while the non-derivative holdings table reports 15,465.301 directly owned shares after the tax-withholding transaction, focusing this disclosure on vested equity rather than options or similar instruments.