Form 4: Costco EVP Rubanenko Acquires Shares, Tax Withholding

Costco Wholesale Corp Executive Vice President Yoram Rubanenko reported the acquisition of 4,219 common shares and the disposition of 1,745.913 shares for tax purposes.

Summary

• Yoram Rubanenko, Executive Vice President of Costco Wholesale Corp, reported transactions involving common stock.
• On September 10, 2025, Rubanenko acquired 4,219 shares of common stock at a price of $0 per share.
• This acquisition represents a grant of Restricted Stock Units (RSUs) initially made on October 22, 2024.
• The grant was subject to fiscal 2025 performance conditions, which the Compensation Committee of the Board of Directors deemed satisfied.
• The earned awards vest 20% on the first anniversary of the grant date and an additional 20% over each of the ensuing four years, contingent on continued employment.
• Accelerated vesting is possible under the 2019 Incentive Plan for employees reaching their 25th, 30th, and 35th years of service.
• Concurrently, on September 10, 2025, Rubanenko disposed of 1,745.913 shares of common stock at a price of $956.29 per share.
• This disposition was for the payment of tax liability by withholding securities (Transaction Code F).
• Following these transactions, Rubanenko directly beneficially owns 8,247.119 shares of common stock.
• A Power of Attorney was executed on September 9, 2025, appointing John Sullivan, Gary Millerchip, Alejandro Torres, and Soleil Luke as attorneys-in-fact for SEC filings and EDGAR system management on behalf of Yoram Rubanenko.

Sentiment

Score: 7

Explanation: The filing indicates a routine executive compensation event with the vesting of RSUs and subsequent tax withholding. The satisfaction of performance conditions for the grant is a positive signal regarding company performance in fiscal 2025. The Power of Attorney is a standard administrative document. No significant negative or unexpected events are reported.

Positives

• Executive Vice President Yoram Rubanenko acquired 4,219 shares of common stock through a grant of Restricted Stock Units.
• Performance conditions for the fiscal 2025 grant, initially made on October 22, 2024, have been deemed satisfied by the Compensation Committee.
• The vesting schedule provides for long-term retention, with 20% vesting on the first anniversary and 20% annually for the subsequent four years, tied to continued employment.
• The 2019 Incentive Plan offers accelerated vesting for long-serving employees (25th, 30th, 35th years of service).

Negatives

• 1,745.913 shares were disposed of at $956.29 per share to cover tax liabilities, reducing the total beneficial ownership.

Risks

• The Power of Attorney acknowledges that neither the Company nor the Attorney-in-Fact assumes liability for the undersigned's responsibility to comply with Section 16 of the Exchange Act, including reporting requirements and disgorgement of profits.
• The Power of Attorney states that it does not relieve the undersigned from responsibility for compliance with Section 16 obligations.
• The Company does not warrant timely and accurate filing of Section 16 reports due to factors such as shorter deadlines mandated by Sarbanes-Oxley Act of 2002, possible time zone differences, and reliance on others for information.

Future Outlook

The acquired Restricted Stock Units will vest over five years, with 20% vesting on the first anniversary of the grant date (October 22, 2024) and an additional 20% vesting annually for the subsequent four years, contingent on continued employment. Accelerated vesting is also possible for long-serving employees.

Management Comments

• The grant was initially made on October 22, 2024, subject to performance conditions concerning fiscal 2025, 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.
• Under the 2019 Incentive Plan, employees are eligible for accelerated vesting upon the anniversary of their 25th, 30th and 35th years of service.

Industry Context

This Form 4 filing reflects standard executive compensation practices in publicly traded companies, where Restricted Stock Units (RSUs) are a common component of long-term incentive plans. The vesting schedule tied to performance and continued employment is typical for retaining key executives and aligning their interests with shareholder value. The tax withholding upon vesting is also a standard procedure.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widely adopted practice across industries, including retail and wholesale, aligning executive incentives with long-term company performance.
• A five-year vesting schedule (20% annually after an initial anniversary vest) is a common structure for RSUs, comparable to plans at companies like Walmart (WMT) or Target (TGT), designed to promote executive retention and sustained performance.
• The inclusion of performance conditions for RSU grants, as seen here for fiscal 2025, is a best practice in corporate governance, ensuring awards are earned based on achieving specific company objectives, similar to performance-based awards at Amazon (AMZN) or Kroger (KR).
• The disposition of shares to cover tax liabilities upon vesting is a standard and expected procedure for equity awards, consistent with practices observed at virtually all public companies.

Corporate Governance

Related Party Transactions

• The acquisition of 4,219 shares is a grant of Restricted Stock Units from Costco Wholesale Corp to its Executive Vice President, Yoram Rubanenko, as part of his compensation package.

Stakeholder Impact

• Shareholders: The vesting of RSUs aligns executive interests with long-term shareholder value. The disposition for tax purposes is a routine event and does not indicate a lack of confidence.
• Employees: The mention of the 2019 Incentive Plan and accelerated vesting for long-serving employees highlights the company's commitment to employee retention and rewards.
• Management: The Power of Attorney streamlines compliance for the executive, allowing designated individuals to handle SEC filing requirements.

Next Steps

• Continued vesting of the remaining 80% of the RSU grant over the next four years, contingent on continued employment.
• Potential for accelerated vesting upon reaching 25th, 30th, or 35th years of service.

Key Dates

Keywords

Costco, COST, Insider Trading, Form 4, Restricted Stock Units, RSU, Executive Compensation, Stock Grant, Yoram Rubanenko, SEC Filing, Corporate Governance