Costco EVP Frates gets 4,552 stock units, 1,654 shares withheld

Costco’s Executive Vice President received 4,552 RSUs linked to fiscal 2026 performance, with additional shares withheld to cover exercise price or tax obligations.

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP /NEW (COST) reported that Executive Vice President Caton Frates received a compensation-related equity award on September 10, 2026. The award covers 4,552 Restricted Stock Units tied to prior performance for fiscal 2026, with 20% vesting on the first anniversary of the October 22, 2025 grant date and an additional 20% vesting in each of the following four years, subject to continued employment. Under the company’s 2019 Incentive Plan, employees may also be eligible for accelerated vesting at their 25th, 30th and 35th service anniversaries. On the same date, 1,654.363 shares of common stock were delivered or withheld at $902.38 per share for payment of exercise price or tax liability.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Frates Caton

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	4,552	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,654.363	$902.38	$1.49M

Holdings After Transaction: Common Stock — 8,712.638 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

Restricted Stock Units granted: 4,552 units RSU vesting schedule: 20% per year over 5 years Shares delivered/withheld for exercise price or tax liability: 1,654.363 shares +2 more

5 metrics

Restricted Stock Units granted 4,552 units Equity award to Executive Vice President linked to fiscal 2026 performance; grant initially made October 22, 2025

RSU vesting schedule 20% per year over 5 years 20% on first anniversary of October 22, 2025 grant date and 20% on each of the next four years, subject to continued employment

Shares delivered/withheld for exercise price or tax liability 1,654.363 shares Common stock used on September 10, 2026 for payment of exercise price or tax liability

Per-share amount for exercise price or tax liability $902.38 per share Price applied to 1,654.363 shares delivered or withheld on September 10, 2026

Service-based accelerated vesting anniversaries 25th, 30th, 35th years Employees eligible for accelerated vesting at these service milestones under the 2019 Incentive Plan

Key Terms

Restricted Stock Units, 2019 Incentive Plan, accelerated vesting, exercise price or tax liability

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.

exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding"

FAQ

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

What insider equity award did COST (Costco) report for Caton Frates?

Costco reported that Executive Vice President Caton Frates received an award of 4,552 Restricted Stock Units related to fiscal 2026 performance, initially granted on October 22, 2025 and subject to multi-year vesting based on continued employment.

How do the 4,552 RSUs for COST’s Executive Vice President vest?

The 4,552 RSUs vest 20% on the first anniversary of the October 22, 2025 grant date and an additional 20% on each of the following four anniversaries, contingent on continued employment with Costco.

What additional vesting benefits apply under Costco’s 2019 Incentive Plan (COST)?

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

What was the disposition of COST shares related to taxes or exercise price on September 10, 2026?

On September 10, 2026, 1,654.363 shares of Costco common stock were delivered or withheld at $902.38 per share for payment of exercise price or tax liability, as reported under transaction code F.

Were the reported COST insider transactions under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox was not affirmed, meaning these reported transactions were not designated as being made under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/14/2026 - 05:20 PM Accepted by SEC EDGAR 09/14/2026 - 05:20 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^*

Frates Caton

(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		4,552(1)	A	$0(2)	10,367.001	D
Common Stock	09/10/2026		F		1,654.363	D	$902.38	8,712.638	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)