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

COST insider filing shows 286 RSU award to director, staged vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Costco Wholesale (COST) reported a director equity award on a Form 4. On 10/22/2025, the director received 286 restricted stock units at a stated price of $0 as part of equity compensation.

The RSUs vest one-third on October 22, 2026 and one-third annually on October 22 for the following two years. Following the transaction, the director beneficially owned 1,086.802 shares directly, plus 32 shares indirectly via a spouse and 7 shares indirectly via a trust.

Positive

  • None.

Negative

  • None.
Insider Foulkes Helena
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 286 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,086.802 shares (Direct); Common Stock — 32 shares (Indirect, Indirect by Spouse)
Footnotes (1)
  1. Grant of Restricted Stock Units. Vests one-third on October 22, 2026 and one-third annually on October 22 for the following two years. Not applicable. Grant of Restricted Stock Units.
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
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*
Foulkes Helena
(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
Officer (give title below) Other (specify below)
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 286(1) A $0(2) 1,086.802 D
Common Stock 32 I Indirect by Spouse
Common Stock 7 I Indirect by Trust
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 of Restricted Stock Units. Vests one-third on October 22, 2026 and one-third annually on October 22 for the following two years.
2. Not applicable. Grant of Restricted Stock Units.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Costco (COST) disclose in this Form 4?

A director received 286 restricted stock units on 10/22/2025 as equity compensation.

What is the vesting schedule for the COST RSU grant?

Vests one-third on 10/22/2026 and one-third annually on October 22 for the next two years.

What was the transaction price for the RSUs?

The filing lists a price of $0 for the grant, consistent with RSU awards.

How many COST shares are beneficially owned after the transaction?

Direct ownership is 1,086.802 shares; indirect ownership includes 32 shares via spouse and 7 shares via a trust.

What is the insider’s relationship to Costco?

The reporting person is a Director of Costco Wholesale Corporation.

Does this Form 4 indicate any sales of Costco stock?

No. It reports an award of RSUs; no sales are listed.