Costco Wholesale EVP James C. Klauer Receives 4,129 Performance Shares & Settles Tax Withholding

Insider Filing Analysis: Costco Wholesale Corp ($COST)

Executive Summary

On September 14, 2026, Costco Wholesale Corp filed a Form 4 for James C. Klauer, Executive Vice President. The filing reports performance-conditioned Restricted Stock Units (RSUs) earned for fiscal 2026 and associated tax withholding transactions executed on September 10, 2026.

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Transaction Breakdown

1. Performance Share Award (Code A):

   • Shares Acquired: 4,129 shares
   • Price per Share: $0.00
   • Details: Initially granted on October 22, 2025, subject to fiscal 2026 performance conditions, which were deemed satisfied by the Compensation Committee. The shares vest 20% on the first anniversary of the grant date and 20% annually over each of the ensuing four years.

2. Tax Withholding (Code F):

   • Shares Disposed: 936.115 shares
   • Price per Share: $902.38
   • Total Value: $844,731.85
   • Details: Shares withheld to cover applicable tax obligations stemming from the vesting/award settlement.

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Ownership Summary

• Direct Ownership After Transactions: 48,029.879 shares
• Indirect Ownership: 98.5 shares (held by spouse)

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Market Impact & Significance

• Significance: Low
• Takeaway: This filing reflects standard annual performance-based compensation vesting and mandatory tax withholdings. There were no discretionary open-market purchases or sales.