COST Form 4: 286 RSUs to director; 5,988.936 shares owned

Rhea-AI Filing Summary

Costco Wholesale (COST) reported an insider equity grant. A director received 286 Restricted Stock Units of common stock on 10/22/2025.

The RSUs vest one-third on October 22, 2025, and one-third annually on October 22 for the following two years. Following the grant, the director beneficially owns 5,988.936 shares, held in direct ownership. The grant is recorded at $0 as it reflects RSUs rather than a cash purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DENMAN KENNETH D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	286	$0.00	--

Holdings After Transaction: Common Stock — 5,988.936 shares (Direct)

Footnotes (1)

1. Grant of Restricted Stock Units. Vests one-third on October 22, 2025, and one-third annually on October 22 for the following two years. Not applicable. Grant of Restricted Stock Units.

Form 4 Insider Transactions: What Each Field Means →

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^*

DENMAN KENNETH D

(Last) (First) (Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH WA 98007

(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)	5,988.936	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 of Restricted Stock Units. Vests one-third on October 22, 2025, 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 286 RSUs of Costco common stock on 10/22/2025.

How do the 286 RSUs for Costco (COST) vest?

They vest one-third on October 22, 2025, and one-third annually on October 22 for the following two years.

What is the reporting person’s Costco (COST) share ownership after the transaction?

Following the grant, the reporting person beneficially owns 5,988.936 shares.

What was the transaction price for the RSU grant at Costco (COST)?

The RSU grant is recorded at $0, consistent with non-cash equity awards.

What is the ownership form of the Costco (COST) shares held by the reporting person?

The shares are reported as Direct (D) ownership.

Who signed the submission for the Costco (COST) Form 4?

It was signed by /s/ Alejandro Torres, Attorney-in-Fact.