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COST Form 4: 286 RSUs to director; 9,752 shares held via GRAT

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

Rhea-AI Filing Summary

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

The RSUs vest one-third on October 22, 2026, and one-third annually on October 22 for the following two years. After the transaction, the reporting person beneficially owns 3,204.936 Costco common shares directly and 9,752 shares indirectly via GRAT-1, which reflects a contribution made on July 21, 2025.

Positive

  • None.

Negative

  • None.
Insider Wilderotter Mary Agnes
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 286 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,204.936 shares (Direct); Common Stock — 9,752 shares (Indirect, By GRAT-1)
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. On July 21, 2025, the reporting person contributed 9,752 shares of Costco common stock to a grantor retained annuity trust (GRAT-1) of which the reporting person is the sole grantor, trustee and annuity beneficiary.
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*
Wilderotter Mary Agnes
(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) 3,204.936(3) D
Common Stock 9,752(3) I By GRAT-1
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.
3. On July 21, 2025, the reporting person contributed 9,752 shares of Costco common stock to a grantor retained annuity trust (GRAT-1) of which the reporting person is the sole grantor, trustee and annuity beneficiary.
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 at a price of $0.

What is the vesting schedule for the 286 RSUs at COST?

The RSUs vest one-third on October 22, 2026, and one-third annually on October 22 for the next two years.

How many Costco shares does the reporting person own after the transaction?

The reporting person holds 3,204.936 shares directly and 9,752 shares indirectly via GRAT-1.

What is GRAT-1 mentioned in the COST Form 4?

It is a grantor retained annuity trust; 9,752 shares were contributed to GRAT-1 on July 21, 2025.

Was there a cash price for the COST RSU grant?

No. The filing lists a price of $0 for the restricted stock unit grant.

Who is the reporting person’s relationship to Costco (COST)?

The reporting person is a Director of Costco Wholesale.