Costco exec Adamo earns 4,129-share stock award

Costco’s Executive Vice President received performance-based equity vesting, with a portion of shares withheld to cover exercise price or tax obligations.

Rhea-AI Filing Summary

COSTCO WHOLESALE CORP (COST) reported that Executive Vice President Claudine Adamo had performance-based restricted stock units earned from a grant initially made on October 22, 2025, for fiscal 2026, with 4,129 shares of common stock credited on September 10, 2026 at no cost. On the same date, 916.685 shares were delivered or withheld to pay the exercise price or tax liability, and the remaining earned awards vest 20% on the first anniversary of the grant date and 20% annually over the next four years, subject to continued employment and potential accelerated vesting under the 2019 Incentive Plan. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Adamo Claudine

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	4,129	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	916.685	$902.38	$827K

Holdings After Transaction: Common Stock — 9,333.51 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 RSU grant: 4,129 shares Shares withheld for exercise price or tax liability: 916.685 shares Reference amount for withholding: $902.38 per share +3 more

6 metrics

Shares acquired from RSU grant 4,129 shares Earned performance-based restricted stock units credited on September 10, 2026

Shares withheld for exercise price or tax liability 916.685 shares Code F transaction on September 10, 2026

Reference amount for withholding $902.38 per share Price field for the 916.685 shares delivered or withheld

Initial grant date October 22, 2025 Original RSU grant date tied to fiscal 2026 performance

Vesting schedule 20% per year over 5 years 20% on first anniversary of grant, then 20% in each of four ensuing years

Service milestones for accelerated vesting 25th, 30th, 35th years Employees eligible for accelerated vesting at these service anniversaries under 2019 Incentive Plan

Key Terms

Restricted Stock Units, 2019 Incentive Plan, accelerated vesting, tax liability, +1 more

5 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.

2019 Incentive Plan financial

"under the 2019 Incentive Plan, employees are eligible for accelerated"

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.

tax liability financial

"Payment of exercise price or tax liability by delivering or withholding"

Compensation Committee financial

"deemed satisfied by the Compensation Committee of the Board"

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.

FAQ

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

What equity award did COST executive Claudine Adamo report on this Form 4 for COST?

Claudine Adamo reported 4,129 shares of Costco common stock credited on September 10, 2026, from a performance-based restricted stock unit grant initially made on October 22, 2025, tied to fiscal 2026 performance conditions deemed satisfied by the Compensation Committee.

How many COST shares were withheld for exercise price or tax liabilities?

On September 10, 2026, 916.685 shares of Costco common stock were delivered or withheld to pay the exercise price or tax liability, at a reported reference amount of $902.38 per share for that withholding transaction.

Were Claudine Adamo’s COST transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox as not checked, meaning the reported grant and share withholding transactions were not affirmed as being made under a Rule 10b5-1 trading plan.

What are the vesting terms of the reported COST restricted stock units?

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, contingent on continued employment, with employees eligible for accelerated vesting at 25th, 30th, and 35th service anniversaries.

What performance conditions applied to the COST equity award?

The grant made on October 22, 2025 was subject to performance conditions related to fiscal 2026. These conditions have been deemed satisfied by Costco’s Compensation Committee, resulting in the earned restricted stock unit awards reported in this Form 4.

Is the 4,129-share COST award a new grant or an earned RSU vesting?

It reflects earned restricted stock units from a grant originally made on October 22, 2025. The filing notes “Not applicable. Grant of Restricted Stock Units,” indicating the reported 4,129 shares relate to RSUs becoming earned and vesting rather than a new market purchase.

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

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Available on EDGAR 09/14/2026 - 05:18 PM Accepted by SEC EDGAR 09/14/2026 - 05:17 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^*

Adamo Claudine

(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		4,129(1)	A	$0(2)	10,250.195	D
Common Stock	09/10/2026		F		916.685	D	$902.38	9,333.51	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)