Form 4: COST officer granted 2,118 RSUs; post-sale holding 5,155.447

Rhea-AI Filing Summary

Costco Wholesale (COST) reported insider activity by its Principal Accounting Officer. On 10/22/2025, the officer received 2,118 restricted stock units (RSUs). The filing notes multiple share withholdings for taxes on the same date at a price of $944.68 per share. On 10/24/2025, the officer sold 1,239.383 shares at a weighted average price of $934.6204.

Following these transactions, the officer beneficially owned 5,155.447 shares directly, plus 2.1788 shares held indirectly via a 401(k). The RSU grant vests one-fifth on October 22, 2026 and one-fifth annually for the next four years.

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^*

Barbre Tiffany Marie

(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
	Officer (give title below)	X	Other (specify below)
			Principal Accounting Officer

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		2,118(1)	A	$0(2)	6,937.15	D
Common Stock	10/22/2025		F		113.53	D	$944.68(3)	6,823.62	D
Common Stock	10/22/2025		F		90.23	D	$944.68(3)	6,733.39	D
Common Stock	10/22/2025		F		118.56	D	$944.68(3)	6,614.83	D
Common Stock	10/22/2025		F		135.4	D	$944.68(3)	6,479.43	D
Common Stock	10/22/2025		F		84.6	D	$944.68(3)	6,394.83	D
Common Stock	10/24/2025		S		1,239.383	D	$934.6204(4)	5,155.447	D
Common Stock								2.1788(5)	I	By 401(k)

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-fifth on October 22, 2026, and one-fifth annually on October 22 for the following four years. In addition, under the Stock 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.

3. 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.

4. The price shown is a weighted average price for shares sold in multiple transactions; the sale prices ranged from $934.47 to $934.84 per share. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. 2.1788 shares inadvertently omitted from the reporting person's Form 3 filed on July 10, 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.
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FAQ

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

An officer received 2,118 RSUs on 10/22/2025, had multiple tax-withholding transactions at $944.68 per share, and sold 1,239.383 shares on 10/24/2025.

How many RSUs were granted and how do they vest for COST?

The grant was 2,118 RSUs, vesting one-fifth on October 22, 2026, then one-fifth annually for four more years.

What price was used for tax withholding on the vesting date?

The company withheld shares for taxes at $944.68 per share on 10/22/2025.

How many Costco shares were sold and at what price?

The officer sold 1,239.383 shares at a weighted average price of $934.6204 on 10/24/2025.

What are the officer’s holdings after the transactions?

Post-transaction holdings are 5,155.447 shares directly and 2.1788 shares indirectly via a 401(k).

Who is the reporting person’s role at Costco?

The reporting person is an Officer, specifically the Principal Accounting Officer.