Costco EVP Sullivan acquires 4,552 stock units

The earned award vests over five anniversaries subject to continued employment and is eligible for accelerated vesting at specified service milestones.

Rhea-AI Filing Summary

Costco Wholesale Corp. executive vice president John Christopher Sullivan acquired 4,552 restricted stock units on October 22, 2026. The award was initially made October 22, 2025, and its fiscal 2026 performance conditions were deemed satisfied by the Compensation Committee.

On October 22, 2026, the company withheld shares for taxes in connection with vesting of previously granted restricted stock units, in five reported transactions. Each transaction used the $1,018.21 closing market price. The earned awards vest 20% on the first anniversary of the grant date and an additional 20% over each of the next four years, based on continued employment; the grant is also eligible for accelerated vesting on Sullivan’s 25th, 30th and 35th service anniversaries.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Sullivan John Christopher

Role Executive VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	4,552	$0.00	$0.00
Tax Withholding	Common Stock F3	572.834	$1,018.21	$583K
Tax Withholding	Common Stock F3	647.297	$1,018.21	$659K
Tax Withholding	Common Stock F3	975.02	$1,018.21	$993K
Tax Withholding	Common Stock F3	732.304	$1,018.21	$746K
Tax Withholding	Common Stock F3	835.794	$1,018.21	$851K

Holdings After Transaction: Common Stock — 48,459.895 shares (Direct)

Footnotes (3)

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, this grant is eligible for accelerated vesting upon the anniversary of the reporting person's 25th, 30th and 35th years of service.
2. F2. Not applicable. Grant of Restricted Stock Units.
3. F3. 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, 2026.

Key Figures

Restricted stock units acquired: 4,552 restricted stock units Tax-withholding shares: 573 shares Tax-withholding shares: 647 shares +4 more

7 metrics

Restricted stock units acquired 4,552 restricted stock units October 22, 2026

Tax-withholding shares 573 shares One reported withholding entry on October 22, 2026

Tax-withholding shares 647 shares One reported withholding entry on October 22, 2026

Tax-withholding shares 975 shares One reported withholding entry on October 22, 2026

Tax-withholding shares 732 shares One reported withholding entry on October 22, 2026

Tax-withholding shares 836 shares One reported withholding entry on October 22, 2026

Closing market price $1,018.21 per share Costco common stock closing price on October 22, 2026; used for the tax-withholding entries

Key Terms

Restricted Stock Units, performance conditions, accelerated vesting

3 terms

Restricted Stock Units financial

"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

"eligible for accelerated vesting"

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.

FAQ

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

How many restricted stock units did COST executive vice president John Christopher Sullivan acquire?

John Christopher Sullivan acquired 4,552 restricted stock units on October 22, 2026. The award was initially made on October 22, 2025, and its fiscal 2026 performance conditions were deemed satisfied by the Compensation Committee.

How many COST shares were withheld for taxes, and at what price?

Five tax-withholding entries were reported on October 22, 2026: 573, 647, 975, 732 and 836 shares, respectively. Each entry used the $1,018.21 closing market price.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/27/2026 - 04:16 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:16 PM EDT 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^*

Sullivan John Christopher

(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 VP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

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	10/22/2026		A		4,552(1)	A	$0(2)	52,223.144	D
Common Stock	10/22/2026		F		572.834	D	$1,018.21(3)	51,650.31	D
Common Stock	10/22/2026		F		647.297	D	$1,018.21(3)	51,003.013	D
Common Stock	10/22/2026		F		975.02	D	$1,018.21(3)	50,027.993	D
Common Stock	10/22/2026		F		732.304	D	$1,018.21(3)	49,295.689	D
Common Stock	10/22/2026		F		835.794	D	$1,018.21(3)	48,459.895	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, this grant is eligible for accelerated vesting upon the anniversary of the reporting person's 25th, 30th and 35th years of service.

2. Not applicable. Grant of Restricted Stock Units.

3. 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, 2026.

	/s/ Alejandro Torres, Attorney-in-Fact	10/26/2026
	** 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)