Costco CEO Vachris acquires 13,973-share stock award

The earned awards vest 20% on the first anniversary and an additional 20% over each of the ensuing four years, based on continued employment.

Rhea-AI Filing Summary

Costco Wholesale Corp. reported that President and CEO Roland Michael Vachris acquired a restricted stock unit award covering 13,973 shares of common stock, associated with an initial grant dated October 22, 2025; the Compensation Committee deemed the fiscal 2026 performance conditions satisfied. On October 22, 2026, 1,404, 1,121 and 1,131 shares were withheld for taxes as previously granted RSUs vested, each at $1,018.21 per share, Costco common stock’s closing market price on Nasdaq.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Vachris Roland Michael

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	13,973	$0.00	$0.00
Tax Withholding	Common Stock F3	1,403.592	$1,018.21	$1.43M
Tax Withholding	Common Stock F3	1,120.544	$1,018.21	$1.14M
Tax Withholding	Common Stock F3	1,131.478	$1,018.21	$1.15M

Holdings After Transaction: Common Stock — 62,575.444 shares (Direct)

Footnotes (3)

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.
2. F2. Not applicable. Grant of Restricted Stock Units.
3. F3. 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, 2026.

Key Figures

Restricted stock unit award: 13,973 shares Shares withheld for taxes: 1,404 shares Shares withheld for taxes: 1,121 shares +4 more

7 metrics

Restricted stock unit award 13,973 shares Award reported October 22, 2026; associated with an initial grant dated October 22, 2025

Shares withheld for taxes 1,404 shares October 22, 2026

Shares withheld for taxes 1,121 shares October 22, 2026

Shares withheld for taxes 1,131 shares October 22, 2026

Closing market price $1,018.21 per share Costco common stock on Nasdaq, October 22, 2026; used for the tax withholdings

First vesting installment 20% On the first anniversary of the grant date

Additional vesting installments 20% over each of four ensuing years Based on continued employment

Key Terms

Restricted Stock Units, vesting, performance conditions

3 terms

Restricted Stock Units financial

"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.

vesting financial

"in connection with the vesting of previously granted restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

performance conditions financial

"subject to performance conditions concerning fiscal 2026"

FAQ

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

How many COST shares were withheld for taxes, and at what price?

On October 22, 2026, 1,404, 1,121 and 1,131 shares were withheld for taxes as previously granted restricted stock units vested. Each withholding used $1,018.21 per share, Costco common stock’s closing market price on Nasdaq that day.

What are the vesting terms for Roland Michael Vachris’s COST restricted stock unit award?

The fiscal 2026 performance conditions were deemed satisfied by the Compensation Committee. The earned awards vest 20% on the first anniversary of the October 22, 2025 grant and an additional 20% over each of the ensuing four years, based on continued employment.

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

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Available on EDGAR 10/26/2026 - 09:45 PM EDT Accepted by SEC EDGAR 10/26/2026 - 09:44 PM EDT 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^*

Vachris Roland Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

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	10/22/2026		A		13,973(1)	A	$0(2)	66,231.058	D
Common Stock	10/22/2026		F		1,403.592	D	$1,018.21(3)	64,827.466	D
Common Stock	10/22/2026		F		1,120.544	D	$1,018.21(3)	63,706.922	D
Common Stock	10/22/2026		F		1,131.478	D	$1,018.21(3)	62,575.444	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.

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, 2026.

	Alejandro Torres, Attorney-in-Fact	10/26/2026
	** 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)