Costco EVP Riel awarded 4,552 performance shares

Costco’s Executive Vice President received performance-based stock from a prior RSU grant, with a portion of shares withheld to cover exercise price or tax obligations.

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP /NEW (COST) reported that Executive Vice President Pierre Riel received an award of 4,552 shares of common stock on September 10, 2026, reflecting earned performance-based Restricted Stock Units originally granted on October 22, 2025. On the same date, 1,561.66 shares of common stock were delivered or withheld at $902.38 per share for payment of exercise price or tax liability. The earned awards vest 20% on the first anniversary of the October 22, 2025 grant date and an additional 20% over each of the following four years, subject to continued employment, with potential accelerated vesting under the company’s 2019 Incentive Plan based on long-term service milestones. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Riel Pierre

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	1,561.66	$902.38	$1.41M

Holdings After Transaction: Common Stock — 14,246.225 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

Shares acquired from performance award: 4,552 shares Shares delivered/withheld for exercise price or tax liability: 1,561.66 shares Price per share for tax/exercise settlement: $902.38 per share +2 more

5 metrics

Shares acquired from performance award 4,552 shares Common stock credited to Pierre Riel on September 10, 2026

Shares delivered/withheld for exercise price or tax liability 1,561.66 shares Disposition on September 10, 2026 to cover exercise price or tax liability

Price per share for tax/exercise settlement $902.38 per share Applied to 1,561.66 shares delivered or withheld on September 10, 2026

Initial grant date of performance RSUs October 22, 2025 Original grant date for performance-based award now earned

Annual vesting tranche 20% per year Earned awards vest 20% on first anniversary and 20% in each of four following years

Key Terms

Restricted Stock Units, Compensation Committee, 2019 Incentive Plan, accelerated vesting

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.

Compensation Committee regulatory

"deemed satisfied by the Compensation Committee of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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.

FAQ

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

What insider transactions did COST executive Pierre Riel report on this Form 4 for COST?

Executive Vice President Pierre Riel reported receiving 4,552 shares of Costco common stock tied to an earned performance-based equity award and a separate disposition of 1,561.66 shares used to pay the exercise price or tax liability on September 10, 2026.

How many Costco (COST) shares did Pierre Riel acquire in this Form 4 filing?

Pierre Riel acquired 4,552 shares of Costco common stock on September 10, 2026. These shares relate to performance-based Restricted Stock Units initially granted on October 22, 2025, after fiscal 2026 performance conditions were deemed satisfied by the Compensation Committee.

Why were 1,561.66 Costco (COST) shares disposed of in Pierre Riel’s Form 4?

On September 10, 2026, 1,561.66 shares of Costco common stock were delivered or withheld at $902.38 per share for the payment of exercise price or tax liability related to the equity award, rather than as an open-market sale.

What is the vesting schedule of Pierre Riel’s performance-based award at Costco (COST)?

The earned award vests 20% on the first anniversary of the October 22, 2025 grant date and an additional 20% over each of the ensuing four years, contingent on continued employment, with eligibility for accelerated vesting at 25th, 30th and 35th service anniversaries.

Were Costco (COST) insider transactions by Pierre Riel made under a Rule 10b5-1 plan?

No. The Form 4 indicates that these transactions were not made pursuant to a Rule 10b5-1 trading plan, as the document-level Rule 10b5-1 checkbox is explicitly unchecked.

What performance period was tied to Pierre Riel’s Costco (COST) equity grant?

The equity grant was initially made on October 22, 2025 and was subject to performance conditions concerning fiscal 2026. The Compensation Committee determined those conditions were satisfied, leading to the earned awards reported in this Form 4.

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

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Available on EDGAR 09/14/2026 - 05:26 PM Accepted by SEC EDGAR 09/14/2026 - 05:25 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^*

Riel Pierre

(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)	15,807.885	D
Common Stock	09/10/2026		F		1,561.66	D	$902.38	14,246.225	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)