COST insider update: RSU tax withholding, 46,336.987 shares held

Rhea-AI Filing Summary

Costco Wholesale (COST) reported insider activity by an Executive Vice President. On 10/22/2025, multiple transactions coded F reflected shares withheld to cover taxes upon vesting of previously granted RSUs at a price of $944.68, which was the Nasdaq closing price that day.

Following these tax-withholding events, the reporting person beneficially owned 46,336.987 shares directly, plus 98.5 shares indirectly held by a spouse.

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^*

Klauer James C

(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		239.95	D	$944.68(1)	47,014.387	D
Common Stock	10/22/2025		F		190.68	D	$944.68(1)	46,823.707	D
Common Stock	10/22/2025		F		198.69	D	$944.68(1)	46,625.017	D
Common Stock	10/22/2025		F		177.06	D	$944.68(1)	46,447.957	D
Common Stock	10/22/2025		F		110.97	D	$944.68(1)	46,336.987	D
Common Stock								98.5	I	By Spouse

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.
* 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.

FAQ

What insider activity did COST report on this Form 4?

An Executive Vice President reported tax-withholding transactions (code F) tied to RSU vesting on 10/22/2025 at $944.68.

What does transaction code F indicate for COST?

Code F indicates the company withheld shares to satisfy taxes upon vesting of previously granted restricted stock units.

How many COST shares are owned after the transactions?

Beneficial ownership after the transactions is 46,336.987 shares directly and 98.5 shares indirectly by a spouse.

What price was used for the RSU tax withholding on COST shares?

The price was $944.68, the Nasdaq closing price on October 22, 2025.

What is the reporting person’s relationship to COST?

The reporting person is an Officer, serving as Executive Vice President.

When did the COST insider transactions occur?

On 10/22/2025.