Form 4: Costco EVP Millerchip Reports Stock Transactions

Costco Wholesale Corp Executive Vice President Gary Millerchip reported the acquisition of 6,268 shares of common stock through a restricted stock unit grant and the disposition of 813.37 shares for tax withholding purposes.

Summary

• Gary Millerchip, Executive Vice President of Costco Wholesale Corp, acquired 6,268 shares of common stock on October 22, 2025, through a restricted stock unit (RSU) grant.
• The RSU grant was initially made on October 22, 2024, with performance conditions for fiscal 2025 deemed satisfied by the Compensation Committee.
• The earned awards vest 20% on the first anniversary of the grant date (October 22, 2025) and an additional 20% over each of the ensuing four years, contingent on continued employment.
• Millerchip disposed of a total of 813.37 shares of common stock on October 22, 2025, to cover tax obligations related to the vesting of previously granted restricted stock units.
• The shares disposed for tax purposes were valued at $944.68 per share, representing the closing market price on Nasdaq on October 22, 2025.
• Following these transactions, Millerchip's direct beneficial ownership of Costco common stock stands at 16,619.323 shares.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation, including an RSU grant and tax-related dispositions. This is a neutral event, reflecting standard corporate practices rather than significant positive or negative operational or financial news.

Positives

• The Compensation Committee of the Board of Directors deemed the performance conditions for the fiscal 2025 RSU grant satisfied, indicating strong company performance.
• The grant of 6,268 restricted stock units to a key executive aligns management incentives with shareholder value.

Future Outlook

The acquired restricted stock units will continue to vest over the next four years, with 20% vesting annually, contingent on continued employment with the company.

Industry Context

This filing represents a routine executive compensation event, where restricted stock units granted for performance are vested, and a portion is withheld for tax purposes. Such transactions are common across publicly traded companies as part of their long-term incentive plans for senior management.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive incentives with long-term company performance, potentially benefiting shareholders through sustained growth.
• Employees: The vesting schedule tied to continued employment reinforces executive retention.

Next Steps

• The remaining 80% of the 6,268 restricted stock units will vest over the next four years, with 20% vesting annually, subject to Gary Millerchip's continued employment with Costco.

Key Dates

Keywords

Costco, COST, Form 4, Insider Transaction, Restricted Stock Units, Executive Compensation, Stock Grant, Tax Withholding