COST Form 4: 286 RSUs granted; post‑grant holdings 55,537.936

Rhea-AI Filing Summary

Costco Wholesale (COST) reported a director’s equity award. On 10/22/2025, the reporting person acquired 286 shares via a grant of Restricted Stock Units (RSUs). The award vests one‑third on October 22, 2026, with the remaining one‑third vesting annually on October 22 for the next two years. The grant is shown at $0 as it reflects an RSU award.

Following the transaction, the reporting person beneficially owns 55,537.936 shares directly. Additional indirect holdings are listed through family trusts: 230 shares in Family Trust I, 230 in Family Trust II, 230 in Family Trust III, and 461 in Family Trust IV. A Power of Attorney (Exhibit 24) is included.

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^*

JAMES HAMILTON E

(Last) (First) (Middle)

C/O JEFFERSON RIVER CAPITAL

(Street)

NEW YORK NY 10022

(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)	55,537.936	D
Common Stock								230	I	By Family Trust I
Common Stock								230	I	By Family Trust II
Common Stock								230	I	By Family Trust III
Common Stock								461	I	By Family Trust IV

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.

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.

FAQ

What did Costco (COST) disclose in this Form 4?

A director received a grant of 286 RSUs on 10/22/2025, reported as an acquisition of common stock at $0 due to the nature of RSUs.

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 following two years.

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

Direct beneficial ownership is 55,537.936 shares. Indirect holdings include 230 shares each in Family Trusts I–III and 461 shares in Family Trust IV.

Was this a market purchase or sale of Costco stock?

It was a grant of Restricted Stock Units, not an open‑market purchase or sale.

Does the filing include any additional authorizations or exhibits?

Yes. The filing includes Exhibit 24: Power of Attorney.

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

The reporting person is disclosed as a Director of the company.