Costco CEO Roland Vachris Receives Performance Equity Award and Satisfies Tax Withholding

Executive Summary

On October 22, 2026, Roland Michael Vachris, President and Chief Executive Officer and Director of Costco Wholesale Corporation (NASDAQ: COST), was credited with the acquisition of 13,973 shares of Common Stock following the satisfaction of performance conditions for previously granted restricted stock units (RSUs). Concurrently, a total of 3,655.614 shares were withheld by the company across three vesting tranches at a market price of $1,018.21 per share to cover statutory tax withholding obligations.

Transaction Breakdown

1. Performance Share Certification (Code A):

   • Shares: 13,973
   • Price: $0.00
   • Details: The RSUs were originally granted on October 22, 2025, subject to fiscal 2026 performance conditions deemed satisfied by the Compensation Committee. The award vests 20% on the first anniversary and 20% annually over the ensuing four years.

2. Tax Withholdings (Code F):

   • Tranche 1: 1,403.592 shares withheld at $1,018.21 (~$1,429,151.41)
   • Tranche 2: 1,120.544 shares withheld at $1,018.21 (~$1,140,949.00)
   • Tranche 3: 1,131.478 shares withheld at $1,018.21 (~$1,152,082.21)
   • Total Withheld: 3,655.614 shares (~$3,722,182.62)

Post-Transaction Holdings

Following these transactions, Mr. Vachris directly holds 62,575.444 shares of Costco Wholesale Corporation common stock, representing a net increase of 10,317.386 shares from his pre-transaction balance.

Market & Trading Significance

This filing reflects routine executive compensation mechanics—specifically, performance-based award vesting and mandatory tax withholdings. Because neither the acquisition nor the dispositions involved open-market transactions, this filing carries Low predictive significance regarding future stock performance or insider sentiment.