COST insider reports RSU tax withholding and 2,700-share sale

Rhea-AI Filing Summary

Costco Wholesale (COST) executive vice president reported routine equity transactions. On October 22, 2025, the company withheld shares to cover taxes upon RSU vesting in multiple tranches totaling 704.64 shares at a price representing the Nasdaq closing price of $944.68 per share. On October 24, 2025, the insider sold 2,700 shares at $935.68 per share.

Following these transactions, the insider directly owns 6,851.197 shares of Costco common stock.

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^*

Adamo Claudine

(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)
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		F		121.78	D	$944.68(1)	10,134.057	D
Common Stock	10/22/2025		F		96.94	D	$944.68(1)	10,037.117	D
Common Stock	10/22/2025		F		198.69	D	$944.68(1)	9,838.427	D
Common Stock	10/22/2025		F		176.66	D	$944.68(1)	9,661.767	D
Common Stock	10/22/2025		F		110.57	D	$944.68(1)	9,551.197	D
Common Stock	10/24/2025		S		2,700	D	$935.68	6,851.197	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 October 22, 2025.

	/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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FAQ

What insider activity did COST report?

An executive vice president had shares withheld for taxes upon RSU vesting on Oct 22, 2025 and sold 2,700 shares on Oct 24, 2025.

How many shares were withheld for taxes in the COST filing?

Multiple tranches totaling 704.64 shares were withheld at a price representing the $944.68 Nasdaq close on Oct 22, 2025.

At what price were the COST shares sold?

The open-market sale on Oct 24, 2025 was at $935.68 per share for 2,700 shares.

How many COST shares does the insider own after these transactions?

Direct ownership is 6,851.197 shares after the reported transactions.

What does transaction code 'F' indicate in the COST report?

Code F indicates company share withholding to cover taxes tied to vesting of previously granted RSUs, as stated in the response note.

What is the label for the security involved in these COST transactions?

All reported transactions involve Costco common stock.