Costco (NASDAQ: COST) EVP moves 401(k) shares out of company stock fund

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP /NEW Executive Vice President Sarah Catherine George reported a discretionary, intra-plan transaction involving company common stock held in a 401(k) plan. She moved 642.1252 shares out of Costco's common stock fund, following a company policy that bars executive officers from participating in that fund. After this transfer, she no longer holds Costco shares indirectly through the 401(k) plan and now reports 1,401.258 Costco common shares held directly.

Insights

Insider trading and governance analyst

Routine intra-plan transfer; no open-market trading signal.

The transaction reflects an intra-plan transfer of 642.1252 Costco common shares out of a 401(k) stock fund by Executive Vice President Sarah Catherine George. It is described as a discretionary transaction under Rule 16b-3(f), tied to an internal policy restricting executives from the common stock fund.

Because this is not an open-market buy or sell, it carries limited information about her view of the stock. Following the move, she reports 1,401.258 shares held directly, while indirect 401(k) holdings in Costco stock are now zero.

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
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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^*

George Sarah Catherine

(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)
03/12/2026

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	03/12/2026		I		642.1252(1)	D	$991.2129	0	I	By 401(k)
Common Stock								1,401.258	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. Reflects a transaction by which the reporting person through an intra-plan transfer disposed of the 642.1252 shares of common stock previously reported as beneficially owned under Costco's 401(k) plan, pursuant to the company's policy prohibiting executive officers from participating in the common stock fund.

	/s/ Alejandro Torres, Attorney-in-Fact	03/13/2026
	** 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.

FAQ

What did Costco (COST) Executive Vice President Sarah Catherine George report in this Form 4?

She reported a discretionary intra-plan transfer moving 642.1252 Costco common shares out of a 401(k) stock fund. The change reflects compliance with a company policy restricting executive participation in the Costco common stock fund, not an open-market stock trade.

How many Costco (COST) shares were affected in Sarah Catherine George’s 401(k) transaction?

The transaction involved 642.1252 shares of Costco common stock previously held in a 401(k) plan. These shares were moved out of the plan’s common stock fund under a company policy, eliminating her indirect 401(k) holdings in Costco stock after the transfer.

Does Sarah Catherine George still hold Costco (COST) shares after this Form 4 transaction?

Yes, she continues to hold Costco shares directly. After the reported 401(k) intra-plan transfer, her direct ownership stands at 1,401.258 shares of Costco common stock, while her indirect 401(k) holdings in Costco stock are now reported as zero shares.

Was Sarah Catherine George’s Costco (COST) Form 4 transaction an open-market sale or purchase?

No, the filing describes a discretionary transaction under Rule 16b-3(f) as an intra-plan transfer in a 401(k). It reflects movement of 642.1252 shares out of Costco’s common stock fund due to company policy, not an open-market buy or sell order.

Why were Costco (COST) shares transferred out of the 401(k) plan for Sarah Catherine George?

The footnote explains the transfer occurred because Costco’s policy prohibits executive officers from participating in the common stock fund. As a result, 642.1252 previously reported 401(k) shares were moved, leaving her with no indirect Costco holdings through that plan.