Costco (COST) EVP James Klauer Receives Award; Shares Withheld

What Happened

• James C. Klauer, Executive Vice President of Costco Wholesale (COST), was reported as receiving an award of 4,129 restricted stock units (RSUs) on 2026-09-10 (code A, acquisition at $0.00). On the same date, 936.115 shares were disposed (code F) at $902.38 per share to satisfy tax withholding, generating about $844,731. The disposal was a company withholding to cover tax liability, not an open-market sale.

Key Details

• Transaction dates: 2026-09-10 (award and tax-withholding share disposition). Filing date: 2026-09-14 (timely under Section 16 reporting).
• Prices/values: RSU grant reported at $0.00 (award). Withheld/disposed shares: 936.115 × $902.38 ≈ $844,731.
• Shares owned after transaction: Not specified in the provided Form 4 excerpt.
• Footnotes: The grant was originally made on 2025-10-22 subject to fiscal-2026 performance conditions that were deemed satisfied by the Compensation Committee. The earned awards remain subject to a time-based vesting schedule (20% on the first anniversary of the grant date, then 20% per year over the next four years). The award is a grant of Restricted Stock Units (RSUs).
• Transaction codes: A = Award/Grant of RSUs; F = Payment of tax liability (shares withheld/surrendered).

Context

• This filing reflects a compensation award (RSUs) and routine tax withholding. The withheld shares were surrendered to cover tax obligations — a common administrative action that does not necessarily indicate insider selling for diversification or market views. The RSUs are subject to future vesting as described in the footnote, so the full economic benefit depends on continued employment and the vesting schedule.