Costco Wholesale EVP Gary Millerchip Receives Earned RSU Award and Net Settles Taxes

Executive Summary

On October 26/27, 2026, a Form 4 was filed for Gary Millerchip, Executive Vice President of Costco Wholesale Corporation ($COST), detailing transactions executed on October 22, 2026. The filing reflects the certification and earnout of 6,140 performance-based Restricted Stock Units (RSUs) and associated tax withholding upon vesting.

Transaction Breakdown

• Grant / Earnout (Code A): 6,140 shares of Common Stock acquired at $0 per share. As noted in the filing, this grant was originally awarded on October 22, 2025, subject to fiscal 2026 performance conditions that were deemed satisfied by the Compensation Committee. The award vests one-third on the first anniversary and one-third over each of the subsequent two years.
• Tax Withholding (Code F): A total of 1,630.742 shares were withheld by the issuer to satisfy statutory tax obligations associated with vesting shares at a price of $1,018.21 per share (total withheld value: ~$1,660,438):
  • 313.451 shares withheld
  • 500.323 shares withheld
  • 816.968 shares withheld
• Net Result: Gary Millerchip's direct beneficial ownership stood at 19,974.559 shares following these transactions.

Market & Strategic Context

These transactions represent standard executive equity compensation mechanics rather than discretionary open-market sales or purchases. Therefore, the trading significance is categorized as Low and does not signal directional insider sentiment.