Costco EVP Rubanenko acquires 4,129 RSU shares

COSTCO WHOLESALE CORP (COST) reported that Executive Vice President Yoram Rubanenko had equity compensation activity on September 10, 2026.

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP (COST) reported that Executive Vice President Yoram Rubanenko had equity compensation activity on September 10, 2026. He acquired 4,129 shares of common stock at no cost in connection with earned awards from a Restricted Stock Unit grant initially made on October 22, 2025, subject to fiscal 2026 performance conditions that were deemed satisfied by the Compensation Committee. On the same date, 1,695.952 shares were delivered or withheld at $902.38 per share for payment of exercise price or tax liability, resulting in a net share increase from this vesting event. The RSU award vests 20% on the first anniversary of the grant date and an additional 20% in each of the following four years based on continued employment, with potential accelerated vesting under the 2019 Incentive Plan at 25, 30, and 35 years of service.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rubanenko Yoram

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	1,695.952	$902.38	$1.53M

Holdings After Transaction: Common Stock — 10,680.167 shares (Direct)

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

Shares acquired from RSU grant: 4,129 shares Shares delivered or withheld for exercise price or tax liability: 1,695.952 shares Price per share for tax/exercise payment: $902.38 per share +3 more

6 metrics

Shares acquired from RSU grant 4,129 shares Common Stock acquired on September 10, 2026 via grant/award acquisition

Shares delivered or withheld for exercise price or tax liability 1,695.952 shares Common Stock used on September 10, 2026 for payment of exercise price or tax liability

Price per share for tax/exercise payment $902.38 per share Applied to 1,695.952 shares delivered or withheld on September 10, 2026

Initial RSU grant date October 22, 2025 Grant subject to fiscal 2026 performance conditions

RSU vesting rate per year 20% per year 20% on first anniversary, then 20% each of the next four years

Service anniversaries for accelerated vesting eligibility 25th, 30th, 35th years Eligibility for accelerated vesting under the 2019 Incentive Plan

Key Terms

Restricted Stock Units, 2019 Incentive Plan, accelerated vesting, performance conditions

4 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.

2019 Incentive Plan financial

"In addition, under the 2019 Incentive Plan, employees are eligible"

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.

performance conditions financial

"subject to performance conditions concerning fiscal 2026, which have"

FAQ

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

What did Costco (COST) Executive Vice President Yoram Rubanenko report on this Form 4?

He reported an equity compensation event on September 10, 2026, acquiring 4,129 shares of Costco common stock from an earned RSU grant and delivering or withholding 1,695.952 shares to pay exercise price or tax liability.

How many Costco (COST) shares did Yoram Rubanenko acquire in the RSU vesting?

He acquired 4,129 shares of Costco common stock at $0.00 per share in connection with a Restricted Stock Unit grant, after fiscal 2026 performance conditions were deemed satisfied by the Compensation Committee.

What is the share amount and price for Costco (COST) shares delivered or withheld for taxes or exercise price?

Rubanenko had 1,695.952 shares of Costco common stock delivered or withheld at $902.38 per share for payment of exercise price or tax liability related to the equity compensation event.

When was the original RSU grant to Yoram Rubanenko at Costco (COST) made and what were the conditions?

The grant was initially made on October 22, 2025, as Restricted Stock Units subject to performance conditions concerning fiscal 2026, which were later deemed satisfied by the Compensation Committee.

What is the vesting schedule for Yoram Rubanenko’s Costco (COST) RSU award?

The earned RSU awards vest 20% on the first anniversary of the October 22, 2025 grant date, and an additional 20% vests on each of the ensuing four years, subject to continued employment with Costco.

Does Yoram Rubanenko’s Costco (COST) RSU grant include potential accelerated vesting?

Yes. Under Costco’s 2019 Incentive Plan, employees are eligible for accelerated vesting of such awards upon the anniversary of their 25th, 30th, and 35th years of service with the company.

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

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Available on EDGAR 09/14/2026 - 05:29 PM Accepted by SEC EDGAR 09/14/2026 - 05:28 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^*

Rubanenko Yoram

(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)	12,376.119	D
Common Stock	09/10/2026		F		1,695.952	D	$902.38	10,680.167	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, 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)