COST officer reports RSU vesting tax withholding; owns 60,894.558 shares

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

The transactions were priced at $944.68 , the Nasdaq closing price on October 22, 2025.

Q: What is the transaction code shown on the Form 4 for COST?

Code “F” , which indicates shares withheld by the issuer to cover taxes upon vesting.

Q: How many Costco shares does the reporting person own after the transactions?

Direct beneficial ownership is 60,894.558 shares following the reported entries.

Q: Was this an open‑market sale of COST shares?

No. The filing states the activity reflects withholding by the Company for taxes on RSU vesting.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Costco Wholesale (COST) executive vice president reported transactions on a Form 4 reflecting company tax withholding related to the vesting of previously granted restricted stock units on October 22, 2025. The entries were coded “F” and priced at $944.68, the Nasdaq closing price that day.

After these transactions, the officer directly beneficially owns 60,894.558 shares of Costco common stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Callans Patrick J

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	239.95	$944.68	$227K
Tax Withholding	Common Stock	191.08	$944.68	$181K
Tax Withholding	Common Stock	198.69	$944.68	$188K
Tax Withholding	Common Stock	176.66	$944.68	$167K
Tax Withholding	Common Stock	110.57	$944.68	$104K

Holdings After Transaction: Common Stock — 61,571.558 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/24/2025 - 07:14 PM

FAQ

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

An officer reported company tax withholding tied to the vesting of previously granted restricted stock units, coded “F”.

When did the reported transactions occur for COST?

On October 22, 2025.

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

The transactions were priced at $944.68, the Nasdaq closing price on October 22, 2025.

What is the transaction code shown on the Form 4 for COST?

Code “F”, which indicates shares withheld by the issuer to cover taxes upon vesting.

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

Direct beneficial ownership is 60,894.558 shares following the reported entries.

Was this an open‑market sale of COST shares?

No. The filing states the activity reflects withholding by the Company for taxes on RSU vesting.

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^*

Callans Patrick J

(Last)

(First)

(Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2025		F		239.95	D	$944.68⁽¹⁾	61,571.558	D
Common Stock	10/22/2025		F		191.08	D	$944.68⁽¹⁾	61,380.478	D
Common Stock	10/22/2025		F		198.69	D	$944.68⁽¹⁾	61,181.788	D
Common Stock	10/22/2025		F		176.66	D	$944.68⁽¹⁾	61,005.128	D
Common Stock	10/22/2025		F		110.57	D	$944.68⁽¹⁾	60,894.558	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR