Costco Wholesale (COST) 10-K risk factor changes: FY2025 vs FY2024

These Risk Factors should be carefully reviewed in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in [removed: [Item 7](#ied98cc882e5d481daeb0d876006a17ac_46)] [added: Item 7] and our consolidated financial statements and related notes in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report.

Our financial and operational performance is highly dependent on our U.S. and Canadian operations, which comprised 86% and [removed: 85%] [added: 84%] of net sales and operating income in [removed: 2024.][added: 2025.]

Within the U.S., we are highly dependent on our California operations, which comprised [removed: 27%] [added: 26%] of U.S. net sales in [removed: 2024.][added: 2025.]

These systems are utilized [removed: to] [added: to, among other things,] process a very high volume of transactions, conduct payment transactions, track and value our inventory and produce reports critical for making business decisions.

Failure or disruption of these systems could have an adverse impact on our ability to buy products and services from our suppliers, produce goods in our manufacturing plants, move [removed: the] products in an efficient manner to our [removed: warehouses] [added: warehouses,] and sell products to our members.

Given the high volume of transactions we process, it is important that we build strong [removed: digital] resiliency to [removed: prevent] [added: lessen] disruption from events such as power outages, computer and telecommunications failures, viruses, internal or external security breaches and other cybersecurity incidents, errors by employees, extreme weather, and catastrophic events.

Any debilitating failure of our critical IT systems, data centers and backup systems would require significant investments in resources to restore [removed: IT] services and may cause serious impairment in our business [removed: operations] [added: operations,] including loss of business services, increased cost of moving merchandise and failure to provide service to our members.

We are currently making substantial investments in technology and IT [removed: transformation] projects, including maintaining and enhancing our digital resiliency, and failure or delay in these projects could be costly and harmful to our business.

Failure to deliver IT [removed: transformation efforts] [added: projects] efficiently and effectively could result in the loss of our competitive position and adversely impact our financial condition and results of operations.

Operating these IT systems and [removed: networks,] [added: networks] and processing and maintaining this [removed: data,] [added: data] in a secure manner, [removed: is] [added: are] critical to our business operations and strategy.

Remote work has also expanded [removed: the] possible attack surfaces.

If we do not successfully develop and maintain a relevant [removed: omnichannel] [added: and comprehensive digital] experience for our members, our results of operations could be adversely impacted.

[removed: Omnichannel retailing is rapidly evolving, and we] [added: We] must keep pace with changing member expectations and new developments by our competitors.

Our members are increasingly using mobile phones, tablets, computers, and other devices to shop and [removed: to] [added: otherwise] interact with [removed: us through social media.][added: us.]

[removed: We] [added: If we] are [removed: making]

[added: We are making] investments in our websites and mobile applications.

[removed: If we are] unable to make, improve, or develop relevant member-facing technology in a timely manner, our ability to compete and our results of operations could be adversely affected.

Inability to attract, train and retain [removed: highly] qualified employees could adversely impact our business, financial condition and results of operations.

We compete for members, employees, sites, products and services and in other important respects with a wide range of local, regional and national wholesalers and retailers, both in the United States and in foreign countries, including other warehouse-club operators, supermarkets, supercenters, online retailers, gasoline stations, [added: pharmacies,] hard discounters, department and specialty stores and operators selling a single category or narrow range of [removed: merchandise.][added: merchandise or services.]

Additionally, trade-related actions in various [removed: countries, particularly China and the United States,] [added: countries] have affected the costs of some of our merchandise.

The degree of our exposure is dependent on (among other things) the type of goods, rates imposed, and timing of the [removed: tariffs.][added: tariffs and policy changes.]

Fluctuations in [removed: foreign exchange] [added: foreign-exchange] rates may adversely affect our results of operations.

During [removed: 2024,] [added: 2025,] our international operations, including Canada, generated [removed: 28%] [added: 27%] and [removed: 33%] [added: 34%] of our net sales and operating income.

As we continue to expand internationally, our exposure to fluctuations in [removed: foreign exchange] [added: foreign-exchange] rates may increase.

Natural [removed: disasters and] [added: disasters,] extreme weather conditions, [added: and other catastrophic events,] including those impacted by climate change, such as extreme temperatures, hurricanes, typhoons, floods, earthquakes, wildfires, droughts; acts of terrorism or violence, including active shooter situations; and energy shortages; particularly in California or Washington state, where our centralized operating systems and administrative personnel are located, could negatively affect our operations and financial performance.

Such events could result in physical damage to our [removed: properties,] [added: properties or inventory,] additional heating, cooling, and refrigeration costs, limitations on store operating hours, less frequent visits by members to physical locations, the temporary closure of warehouses, depots, manufacturing or home office facilities, the temporary lack of an adequate work force, disruptions to our IT systems, the temporary or long-term disruption in the supply of products from some local or overseas suppliers, the temporary disruption in the transport of goods to or from overseas, [removed: damage to buildings or inventory,] delays in the delivery of goods to our warehouses or depots, [added: delays in online merchandise delivery,] the temporary reduction in the availability of products in our warehouses, and long-term disruption or threats to the habitability of key markets in which we operate.

Any failure to meet or delay in meeting these expectations, including our [removed: warehouse and e-commerce] comparable sales growth rates, membership [removed: renewal rates,] [added: fee revenue, including] new member [removed: sign-ups,] [added: sign-ups and renewal rates,] gross margin, earnings, earnings per share, new warehouse openings, or dividend or stock repurchase policies could cause the price of our stock to decline.

At the end of [removed: 2024,] [added: 2025,] we operated [removed: 276] [added: 285] warehouses outside of the U.S. (31% of all warehouse locations), and we plan to continue expanding our international operations.

Changes in [removed: tax rates, new U.S. or] [added: federal, state and] foreign tax [removed: legislation,] [added: rates] and [removed: exposure to additional tax liabilities] [added: legislation,] could adversely affect our financial condition and results of operations.

We are subject to a variety of taxes and tax collection and remittance obligations [removed: in the U.S.] [added: related to federal, state] and [removed: numerous] foreign jurisdictions.

Additionally, at any point in time, we may be under examination for value [added: added, sales-based, payroll, product, import or other non-income taxes.]

Changes in or failure to comply with [removed: environmental, social, or governance (ESG)] [added: laws and] regulations could adversely impact our business, financial condition and results of operations.

These laws and [removed: regulations, along with expanding voluntary] [added: regulations may expand mandatory] reporting, [removed: are expanding] [added: increase] the scope and complexity of matters that we are required to regulate, assess, and [removed: disclose and] [added: disclose,] potentially limit our sourcing [removed: flexibility.][added: flexibility or require extensive system or other changes that could increase the cost of doing business.]

Failure to comply [removed: with these laws] could result in harm to our members, employees, workers in the value chain or others, significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of severe penalties or restrictions on operations by governmental agencies or courts that could adversely affect our business, financial condition and results of operations.

[removed: Operations at our facilities] [added: Our operations] require the treatment and disposal of wastewater, stormwater and agricultural and food processing wastes, the use and maintenance of refrigeration systems, [removed: including ammonia-based chillers,] noise, odor and dust management, the operation of mechanized processing equipment, and other operations that potentially could affect the [removed: environment and public health and safety.]

Failure or perceived failure to meet our [removed: ESG] [added: environmental, social or governance (ESG)] goals or expectations set by [removed: growing] [added: changing] public interest and government regulation of ESG topics could result in reputational harm or adversely affect our [removed: business][added: business.]

We may not make adequate and timely investments or successfully implement strategies that will effectively achieve our sustainability-related [removed: goals, which could lead to reputational harm with members and other stakeholders.][added: goals.]

With continued growth in global demand for electricity and water stress in certain regions, we may have difficulty securing long-term utility contracts for new buildings or incur additional costs due to onsite generation and storage requirements.

We are subject to a wide and growing array of federal, state, local and international laws and regulations relating to (among other things), product and food safety, marketing, information security and privacy, labor and employment, imports and customs, transportation, intellectual property, anti-corruption, and environmental or social matters.

The impact of changes to or the introduction of new laws, regulations and policies and enforcement practices, can be unpredictable.

These may require extensive system and operational changes, be difficult to implement, increase the cost of doing business, require significant capital expenditures, adversely impact the products or services we offer, or result in adverse publicity and harm to our reputation.

If we fail to comply or respond adequately to changes in laws and regulations, our business, operations and financial performance may be adversely affected.

We are committed to doing what is right for the business, our members, employees and shareholders over the long-term.

For example, multiple states are implementing extended producer responsibility laws that will require us to enact policies and processes and will increase expenses in the form of fees paid to the state governments, else be subject to fines and penalties, among other effects.

Furthermore, federal, state and local regulatory authorities, private organizations and individuals may challenge our approach to ESG issues, including allegations that we failed in our efforts, should not have undertaken such efforts or that we improperly engaged other entities in our approach to ESG issues.

A failure or perceived failure to meet our goals or otherwise meet evolving and diverse stakeholder expectations could lead to reputational harm.

environment and public health and safety.

added, sales-based, payroll, product, import or other non-income taxes.

We are subject to a wide and increasingly broad array of laws and regulations globally relating to ESG matters, including disclosure and compliance requirements.

Our exposure to financial market risk results from fluctuations in interest rates and [removed: foreign currency] [added: foreign-currency] exchange rates.

Our exposure to market risk for changes in interest rates relates primarily to our investment [removed: holdings that] [added: holdings, which] are diversified among various instruments considered to be cash equivalents, as defined in [Note [removed: 1](#ied98cc882e5d481daeb0d876006a17ac_106)] [added: 1](#ie1561bbf248347fbab0c7507ac97c984_109)] to the consolidated financial statements included in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report, as well as short-term investments in government and agency securities with effective maturities of generally three months to five years at the date of purchase.

A 100 basis point change in interest rates as of the end of [removed: 2024] [added: 2025] would have had an immaterial incremental change in fair market value.

For those investments that are classified as available-for-sale, the unrealized gains or losses related to fluctuations in market volatility and interest rates are reflected [added: within stockholders’ equity in accumulated other comprehensive income in the consolidated balance sheets.]

As of the end of [removed: 2024,] [added: 2025,] long-term debt with fixed interest rates was [removed: $5,919.][added: $5,805.]

See [Note [removed: 4](#ied98cc882e5d481daeb0d876006a17ac_118)] [added: 4](#ie1561bbf248347fbab0c7507ac97c984_121)] to the consolidated financial statements included in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report for more information on our long-term debt.

[removed: *Foreign Currency] [added: *Foreign-Currency] Risk*

For additional information related to the Company's forward foreign-exchange contracts, see [Notes [removed: 1](#ied98cc882e5d481daeb0d876006a17ac_106)] [added: 1](#ie1561bbf248347fbab0c7507ac97c984_109)] and [removed: [3](#ied98cc882e5d481daeb0d876006a17ac_115)] [added: [3](#ie1561bbf248347fbab0c7507ac97c984_118)] to the consolidated financial statements included in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this [removed: Report.]

A hypothetical 10% strengthening of the functional currencies compared to the non-functional currency exchange rates at [removed: September 1, 2024,] [added: August 31, 2025,] would have decreased the fair value of the contracts by approximately [removed: $120] [added: $117] and resulted in an unrealized loss in the consolidated statements of income for the same amount.

We [removed: are exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodities used in retail and manufacturing operations, which we] seek to partially mitigate [added: these] through fixed-price contracts for certain of our warehouses and other facilities, predominantly in the U.S. and Canada.

Report.

We are exposed to fluctuations in prices for energy, particularly electricity and natural gas, and other commodities used in retail and manufacturing operations.

within stockholders’ equity in accumulated other comprehensive income in the consolidated balance sheets.

We are principally engaged in the operation of membership warehouses in the United States (U.S.) and Puerto Rico, Canada, Mexico, Japan, the United Kingdom (U.K.), Korea, Australia, Taiwan, China, Spain, France, [added: Sweden,] Iceland, [removed: New Zealand,] and [removed: Sweden.][added: New Zealand.]

Costco operated [added: 914,] 890, [removed: 861,] and [removed: 838] [added: 861] warehouses worldwide at [added: August 31, 2025,] September 1, 2024, [added: and] September 3, [removed: 2023, and August 28, 2022.][added: 2023.]

References to [removed: 2024] [added: 2025] and [removed: 2022] [added: 2024] relate to the 52-week fiscal years ended [added: August 31, 2025, and] September 1, [removed: 2024, and August 28, 2022.][added: 2024.]

We operate membership warehouses and e-commerce sites based on the concept that offering [removed: our members] low prices on a limited selection of nationally-branded and private-label products in a wide range of categories will produce high sales volumes and rapid inventory turnover.

This process creates freight volume and handling efficiencies, lowering [removed: costs associated with traditional multiple-step distribution channels.]

Floor plans are designed for [removed: economy and] efficiency in the use of selling space, the handling of merchandise, and the control of inventory.

[removed: Because the] [added: Our operating] hours [removed: of operation] are shorter than many other retailers, and due to other efficiencies inherent in a [removed: warehouse-type] [added: warehouse club] operation, we believe labor costs are lower relative to the volume of sales.

We average [removed: anywhere] from 9,000 to 10,000 SKUs online, some of which are available in our warehouses.

On certain electronic items, we [removed: typically] have a 90-day return policy and provide, free of charge, technical support services, as well as an extended warranty.

Additional third-party warranty coverage is sold on certain electronic [removed: items.][added: items and major appliances.]

■Core Merchandise [removed: Categories (or core business):][added: Categories:]

- Foods and Sundries (including sundries, dry grocery, candy, cooler, freezer, [removed: deli,] liquor, and tobacco)

- Non-Foods (including major appliances, small electronics, health and beauty aids, hardware, lawn and garden, sporting goods, tires, toys and seasonal, [removed: office supplies,] automotive, stamps, tickets, apparel, furniture, domestics, housewares, special order kiosk, and jewelry)

- Fresh Foods (including meat, produce, [removed: service] deli, and bakery)

Warehouse ancillary operate primarily [removed: within or] [added: within,] next to [added: or near] our warehouses, encouraging [removed: members to shop] more [removed: frequently.][added: frequent shopping.]

The number of warehouses with gas stations varies significantly by [removed: country, and we have no gasoline business in Korea or Sweden.][added: country.]

We operated [removed: 719] [added: 747] gas stations at the end of [removed: 2024.][added: 2025.]

Our gasoline business represented approximately [removed: 12%] [added: 10%] of total net sales in [removed: 2024.][added: 2025.]

Our other businesses sell products and services that [added: largely] complement our warehouse operations.

Net sales for e-commerce represented approximately 7% of total net sales in [removed: 2024.][added: 2025.]

Our business centers carry items tailored [removed: specifically] for food services, convenience stores and [removed: offices,] [added: offices] and offer walk-in shopping and deliveries.

Costco Travel offers vacation packages, car rentals, cruises and other travel products exclusively for Costco members (offered [added: to varying degrees] in the U.S., Canada, [added: Australia,] and the U.K.).

When sources of supply become unavailable, we seek [removed: alternatives.][added: alternative sources or items.]

[removed: To ensure sufficient] [added: For future] product supply [removed: for future growth,] [added: need,] we pursue diversification in our supply-chain [removed: management] and seek to expand in-country production.

Certain financial information for our segments and geographic areas is included in [Note [removed: 11](#ied98cc882e5d481daeb0d876006a17ac_139)] [added: 11](#ie1561bbf248347fbab0c7507ac97c984_142)] to the consolidated financial statements included in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report.

Gold Star memberships are available to individuals; Business memberships are limited to businesses, including individuals with a business [removed: license, retail sales license,] [added: license] or comparable document.

[removed: During fiscal 2024, our] [added: Our] annual fee for these memberships [removed: was $60] [added: is $65] in the U.S. and varies in other countries.

Paid members (except affiliates) [removed: were] [added: are] eligible to upgrade to an Executive membership in the U.S., for an additional annual fee of [removed: $60.][added: $65.]

Executive members earn a 2% reward on qualified purchases (generally up to a maximum reward of [removed: $1,000] [added: $1,250] per year), redeemable at Costco warehouses.

The sales penetration of Executive members represented approximately [removed: 73.3%] [added: 73.6%] of worldwide net sales in [removed: 2024.][added: 2025.]

Our member renewal rate was [removed: 92.9%] [added: 92.3%] in the U.S. and Canada and [removed: 90.5%] [added: 89.8%] worldwide at the end of [removed: 2024.][added: 2025.]

[removed: Our renewal] [added: That] rate, which excludes affiliates of Business members, is a trailing calculation that captures renewals during the period seven to eighteen months prior to the reporting date.

[removed: Our] [added: These] membership counts include active memberships as well as memberships that have [added: expired and] not renewed within the 12 months prior to the reporting date.

[removed: Our membership] [added: Membership at the end of 2025, 2024, and 2023] was made up of the following (in thousands):

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Gold Star | | | [removed: 63,700] [added: 68,300] | | | | | | [removed: 58,800] [added: 63,700] | | | | | | [removed: 54,000] [added: 58,800] | | |

| Business, including affiliates | | | [removed: 12,500] [added: 12,700] | | | | | | [removed: 12,200] [added: 12,500] | | | | | | [removed: 11,800] [added: 12,200] | | |

| Total paid members1 | | | [removed: 76,200] [added: 81,000] | | | | | | [removed: 71,000] [added: 76,200] | | | | | | [removed: 65,800] [added: 71,000] | | |

| Household cards | | | [removed: 60,600] [added: 64,200] | | | | | | [removed: 56,900] [added: 60,600] | | | | | | [removed: 53,100] [added: 56,900] | | |

| Total cardholders | | | [removed: 136,800] [added: 145,200] | | | | | | [removed: 127,900] [added: 136,800] | | | | | | [removed: 118,900] [added: 127,900] | | |

costs associated with traditional multiple-step distribution channels.

In the U.S., we recently added exclusive shopping hours for our Executive members and our gasoline operations generally have extended hours.

Digitally-enabled sales,

which represents sales delivered to members that are initiated through a digital device, whether fulfilled through a warehouse or distribution center, as well as Costco Travel, represented approximately 10% of total net sales in 2025.

These expired memberships make up a small percentage of these membership counts, and many of them are subsequently renewed.

Memberships that have an expiration date in the six months prior to the end of our reporting period are excluded from this calculation, regardless of whether or not they have been renewed.

Although most members renew prior to expiration, the vast majority of those who renew late do so within six months of expiration.

The timing of

renewal after expiration is impacted by a variety of factors, such as warehouse openings and promotional activity.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

*Inclusion*

Listening to our employees is one of the ways Costco takes care of its workforce.

In 2025, we hosted the Costco Connects meetings, its second annual Costco Connects campaign.

These open listening sessions are an invitation for employees to talk about what is on their minds and what is impacting them both personally and professionally.

This allows Costco leaders to engage with their employees on a deeper level and for employees to build connections with each other.

This year we had approximately 200,000 employees participate globally.

We continue to offer

| W. Richard Wilcox | | | Executive Vice President, Chief Operating Officer, Southwest Division. Mr. Wilcox was Senior Vice President, General Manager - San Diego Region from 2016 to October 2025. | | | 2025 | | | 59 | | |

Our warehouses on average operate on a seven-day, 70-hour week.

Gasoline operations generally have extended hours.

Digitally originated sales, which represents sales that a member initiates through a digitally enabled device, including e-commerce, business delivery, travel, and same-day grocery, represented approximately 9% of total net sales in 2024.

The majority of members renew within six months following their renewal date.

Effective September 1, 2024, we increased our membership fees in the U.S. and Canada for Gold Star, Business, and Business affiliates to $65 per year.

The Executive membership fee increased from $120 to $130 (membership fee of $65, plus Executive upgrade of $65), and the maximum annual 2% reward associated with the Executive Membership increased from $1,000 to $1,250.

“Take Care of Our Employees,” is a key component of our code of ethics and is fundamental to our commitment to “Take Care of Our Members.” We must also carefully control our selling, general and administrative (SG&A) expenses, so that we can sell high quality goods and services at low prices.

*Diversity, Equity and Inclusion*

Costco remains committed to protecting the health and safety of our members and employees and to serving our communities.

| Richard A. Galanti | | | Executive Vice President. Mr. Galanti has been a director since January 1995. He was Chief Financial Officer from October 1993 to March 2024. Mr. Galanti will be retiring from the Company effective January 2025. | | | 1993 | | | 68 | | |

See discussion of Legal Proceedings in [Note [removed: 10](#ied98cc882e5d481daeb0d876006a17ac_136)] [added: 10](#ie1561bbf248347fbab0c7507ac97c984_139)] to the consolidated financial statements included in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report.

For the fiscal year ended [removed: September 1, 2024][added: August 31, 2025]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of February [removed: 18, 2024] [added: 16, 2025] was [removed: $320,635,374,592.][added: $475.2 billion.]

The number of shares outstanding of the registrant’s common stock as of [removed: October 1, 2024,] [added: September 30, 2025,] was [removed: 443,073,537.][added: 443,179,176.]

Portions of the [removed: Company’s] [added: registrant's] Proxy Statement for the Annual Meeting of Shareholders to be held on January [removed: 23, 2025,] [added: 15, 2026,] are incorporated by reference into Part III of this Form 10-K.

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED [removed: SEPTEMBER 1, 2024][added: AUGUST 31, 2025]

| Item 1. | | | [removed: [Business](#ied98cc882e5d481daeb0d876006a17ac_16)] [added: [Business](#ie1561bbf248347fbab0c7507ac97c984_16)] | | | [removed: [3](#ied98cc882e5d481daeb0d876006a17ac_16)] [added: [3](#ie1561bbf248347fbab0c7507ac97c984_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ied98cc882e5d481daeb0d876006a17ac_19)] [added: Factors](#ie1561bbf248347fbab0c7507ac97c984_19)] | | | [removed: [9](#ied98cc882e5d481daeb0d876006a17ac_19)] [added: [9](#ie1561bbf248347fbab0c7507ac97c984_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ied98cc882e5d481daeb0d876006a17ac_22)] [added: Comments](#ie1561bbf248347fbab0c7507ac97c984_22)] | | | [removed: [18](#ied98cc882e5d481daeb0d876006a17ac_22)] [added: [18](#ie1561bbf248347fbab0c7507ac97c984_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ied98cc882e5d481daeb0d876006a17ac_549755815428)] [added: [Cybersecurity](#ie1561bbf248347fbab0c7507ac97c984_25)] | | | [removed: [18](#ied98cc882e5d481daeb0d876006a17ac_549755815428)] [added: [18](#ie1561bbf248347fbab0c7507ac97c984_25)] | | |

| Item 2. | | | [removed: [Properties](#ied98cc882e5d481daeb0d876006a17ac_25)] [added: [Properties](#ie1561bbf248347fbab0c7507ac97c984_28)] | | | [removed: [19](#ied98cc882e5d481daeb0d876006a17ac_25)] [added: [20](#ie1561bbf248347fbab0c7507ac97c984_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ied98cc882e5d481daeb0d876006a17ac_28)] [added: Proceedings](#ie1561bbf248347fbab0c7507ac97c984_31)] | | | [removed: [20](#ied98cc882e5d481daeb0d876006a17ac_28)] [added: [20](#ie1561bbf248347fbab0c7507ac97c984_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ied98cc882e5d481daeb0d876006a17ac_31)] [added: Disclosures](#ie1561bbf248347fbab0c7507ac97c984_34)] | | | [removed: [20](#ied98cc882e5d481daeb0d876006a17ac_31)] [added: [20](#ie1561bbf248347fbab0c7507ac97c984_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ied98cc882e5d481daeb0d876006a17ac_37)] [added: Securities](#ie1561bbf248347fbab0c7507ac97c984_40)] | | | [removed: [20](#ied98cc882e5d481daeb0d876006a17ac_37)] [added: [20](#ie1561bbf248347fbab0c7507ac97c984_40)] | | |

| Item 6. | | | [removed: [Reserved](#ied98cc882e5d481daeb0d876006a17ac_43)] [added: [Reserved](#ie1561bbf248347fbab0c7507ac97c984_46)] | | | [removed: [21](#ied98cc882e5d481daeb0d876006a17ac_43)] [added: [22](#ie1561bbf248347fbab0c7507ac97c984_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ied98cc882e5d481daeb0d876006a17ac_46)] [added: Operations](#ie1561bbf248347fbab0c7507ac97c984_49)] | | | [removed: [22](#ied98cc882e5d481daeb0d876006a17ac_46)] [added: [23](#ie1561bbf248347fbab0c7507ac97c984_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ied98cc882e5d481daeb0d876006a17ac_73)] [added: Risk](#ie1561bbf248347fbab0c7507ac97c984_76)] | | | [removed: [30](#ied98cc882e5d481daeb0d876006a17ac_73)] [added: [31](#ie1561bbf248347fbab0c7507ac97c984_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Data](#ie1561bbf248347fbab0c7507ac97c984_79)] | | | [removed: [32](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: [33](#ie1561bbf248347fbab0c7507ac97c984_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ied98cc882e5d481daeb0d876006a17ac_142)] [added: Disclosure](#ie1561bbf248347fbab0c7507ac97c984_145)] | | | [removed: [63](#ied98cc882e5d481daeb0d876006a17ac_142)] [added: [64](#ie1561bbf248347fbab0c7507ac97c984_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ied98cc882e5d481daeb0d876006a17ac_145)] [added: Procedures](#ie1561bbf248347fbab0c7507ac97c984_148)] | | | [removed: [63](#ied98cc882e5d481daeb0d876006a17ac_145)] [added: [64](#ie1561bbf248347fbab0c7507ac97c984_148)] | | |

| Item 9B. | | | [Other [removed: Information](#ied98cc882e5d481daeb0d876006a17ac_148)] [added: Information](#ie1561bbf248347fbab0c7507ac97c984_151)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_148)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ied98cc882e5d481daeb0d876006a17ac_151)] [added: Inspections](#ie1561bbf248347fbab0c7507ac97c984_154)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_151)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_154)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ied98cc882e5d481daeb0d876006a17ac_157)] [added: Governance](#ie1561bbf248347fbab0c7507ac97c984_160)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_157)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ied98cc882e5d481daeb0d876006a17ac_160)] [added: Compensation](#ie1561bbf248347fbab0c7507ac97c984_163)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_160)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ied98cc882e5d481daeb0d876006a17ac_163)] [added: Matters](#ie1561bbf248347fbab0c7507ac97c984_166)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_163)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ied98cc882e5d481daeb0d876006a17ac_166)] [added: Independence](#ie1561bbf248347fbab0c7507ac97c984_169)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_166)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_169)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ied98cc882e5d481daeb0d876006a17ac_169)] [added: Services](#ie1561bbf248347fbab0c7507ac97c984_172)] | | | [removed: [64](#ied98cc882e5d481daeb0d876006a17ac_169)] [added: [65](#ie1561bbf248347fbab0c7507ac97c984_172)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ied98cc882e5d481daeb0d876006a17ac_175)] [added: Schedules](#ie1561bbf248347fbab0c7507ac97c984_178)] | | | [removed: [65](#ied98cc882e5d481daeb0d876006a17ac_175)] [added: [66](#ie1561bbf248347fbab0c7507ac97c984_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ied98cc882e5d481daeb0d876006a17ac_178)] [added: Summary](#ie1561bbf248347fbab0c7507ac97c984_181)] | | | [removed: [68](#ied98cc882e5d481daeb0d876006a17ac_178)] [added: [68](#ie1561bbf248347fbab0c7507ac97c984_181)] | | |

For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future and may relate to such matters as net sales growth, changes in comparable sales, cannibalization of existing locations by new openings, price or fee changes, earnings performance, earnings per share, stock-based compensation expense, warehouse openings and closures, capital spending, the effect of adopting certain accounting standards, future financial reporting, financing, margins, return on invested capital, investments in technology, strategic direction, expense controls, membership [added: fee changes, signups, and] renewal rates, shopping frequency, litigation, attainment of sustainability goals, and the demand for our products and services.

Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements, including, without limitation, the factors set forth in the section titled [removed: “[Item] [added: “Item] 1A-Risk [removed: Factors](#ied98cc882e5d481daeb0d876006a17ac_19)”,] [added: Factors”,] and other factors noted in the section titled [removed: “[Item] [added: “Item] 7-Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ied98cc882e5d481daeb0d876006a17ac_46)”] [added: Operations”] and in the consolidated financial statements and related notes in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report.

| [PART I](#ie1561bbf248347fbab0c7507ac97c984_13) | | | | | | | | |

| [PART II](#ie1561bbf248347fbab0c7507ac97c984_37) | | | | | | | | |

| [PART III](#ie1561bbf248347fbab0c7507ac97c984_157) | | | | | | | | |

| [PART IV](#ie1561bbf248347fbab0c7507ac97c984_175) | | | | | | | | |

| | | | [Signatures](#ie1561bbf248347fbab0c7507ac97c984_184) | | | [69](#ie1561bbf248347fbab0c7507ac97c984_184) | | |

| [PART I](#ied98cc882e5d481daeb0d876006a17ac_13) | | | | | | | | |

| [PART II](#ied98cc882e5d481daeb0d876006a17ac_34) | | | | | | | | |

| [PART III](#ied98cc882e5d481daeb0d876006a17ac_154) | | | | | | | | |

| [PART IV](#ied98cc882e5d481daeb0d876006a17ac_172) | | | | | | | | |

| | | | [Signatures](#ied98cc882e5d481daeb0d876006a17ac_181) | | | [69](#ied98cc882e5d481daeb0d876006a17ac_181) | | |

We evaluate these risks based on several frameworks, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF), Center for Internet Security (CIS) 18 Critical Security Controls, and the Payment Card Industry Data Security [removed: Standard (PCI DSS).][added: Standard.]

We undertake [removed: a bi-annual] [added: regular] NIST CSF and CIS 18 Critical Security Controls [removed: assessment,] [added: assessments,] conducted by a third-party, to measure [removed: our] program maturity.

We also [removed: review,] [added: review] with various [removed: frequencies,] [added: frequencies and] on a risk-based priority select third parties with whom we do business, in an effort to reduce the likelihood of security [removed: incidents or business interruptions.]

We maintain cyber incident response plans and related [removed: playbooks, for execution by our information security team,] [added: playbooks] in coordination with stakeholders (including legal counsel).

We conduct periodic tabletop exercises, including at the executive level, to [removed: test] [added: review] our response processes and incident management procedures.

Our [added: Chief Information and Digital Officer (CIDO) and his executive team, including the] Vice President of Information Security and Chief Information Security Officer [removed: (CISO) presents] [added: (CISO), present] cybersecurity-related topics, including program maturity progress, regularly to the Audit Committee.

[removed: Our] [added: The] CISO [added: position] reports to our [removed: Chief Information and Digital Officer (CIDO),] [added: CIDO,] who has more than [removed: thirty years'] [added: 30 years] experience in which he has led global digital responsibilities, including leading global cyber teams.

See “Risk Factors” in [removed: [Item 1A](#ied98cc882e5d481daeb0d876006a17ac_19)] [added: Item 1A] of this Form 10-K for more information on our cybersecurity-related risks.

incidents or business interruptions.

Our information security organization is led by the CISO.

Our former CISO left the Company in June 2025, and we are actively sourcing a qualified replacement.

In the interim, our Deputy CISO, who has over 20 years of cybersecurity and leadership experience, is managing the CISO responsibilities.

Our information security organization is led by our CISO, who has over eighteen years of relevant experience, serving in leadership roles across the retail and technology sectors.

| United States and Puerto Rico | | | [removed: 499] [added: 512] | | | | | | [removed: 115] [added: 117] | | | | | | [removed: 614] [added: 629] | | |

[removed: (1)134] [added: (1)141] of the [removed: 187] [added: 189] leases are land-only leases, where Costco owns the building.

At the end of [removed: 2024,] [added: 2025,] our warehouses contained approximately [removed: 130.9] [added: 134.7] million square feet of operating floor space: [removed: 91.1] [added: 93.6] million in the U.S.; [removed: 15.5] [added: 15.9] million in Canada; and [removed: 24.3] [added: 25.2] million in Other International.

Total square feet associated with distribution and logistics facilities were approximately [removed: 31.9] [added: 32.2] million.

At August 31, 2025, we operated 914 membership warehouses:

| Canada | | | 94 | | | | | | 16 | | | | | | 110 | | |

| Other International | | | 119 | | | | | | 56 | | | | | | 175 | | |

| Total | | | 725 | | | | | | 189 | | | | | | 914 | | |

At September 1, 2024, we operated 890 membership warehouses:

| Canada | | | 91 | | | | | | 17 | | | | | | 108 | | |

| Other International | | | 113 | | | | | | 55 | | | | | | 168 | | |

| Total | | | 703 | | | | | | 187 | | | | | | 890 | | |

Our common stock is traded on the NASDAQ Global Select Market under the symbol “COST.” On [removed: October 1, 2024,] [added: September 30, 2025,] we had [removed: 10,471] [added: 10,813] stockholders of record.

The following table sets forth information on our common stock repurchase activity for the fourth quarter of [removed: 2024] [added: 2025] (dollars in millions, except per share data):

| Total fourth quarter | | | | | | | | | [removed: 255,000] [added: 285,000] | | | | | | $ | [removed: 840.12] [added: 983.13] | | | | | [removed: 255,000] [added: 285,000] | | | | | | | | |

The following graph compares the cumulative total shareholder return assuming reinvestment of dividends on an investment of $100 in Costco common stock, S&P 500 Index, and the S&P Retail Select Index over the five years from [removed: September 1, 2019,] [added: August 30, 2020,] through [removed: September 1, 2024.][added: August 31, 2025.]

[removed: ][added: ]

| 2024 | | | 29 | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: $] | [added: 170] | | [removed: $] [added: 192] | [removed: 170] | |

| 2023 | | | 23 | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |] $ | 151 | | 166 | | | [added: 186 | | |]

| 2022 | | | 23 | | | | | | | | | | | | | | | | | | | | | [removed: | | |] $ | 150 | | 158 | | | 179 | | | [added: 201 | | |]

| 2021 | | | 20 | | | | | | | | | | | | | | | | | | [removed: | | |] $ | 140 | | 158 | | | 172 | | | 187 | | | [added: 210 | | |]

| 2020 | | | 13 | | | | | | | | | | | | | | | [removed: | | |] $ | 132 | | 152 | | | 184 | | | 193 | | | 215 | | | [added: 240 | | |]

| 2019 | | | 20 | | | | | | | | | | | | [removed: | | |] $ | 129 | | 138 | | | 172 | | | 208 | | | 216 | | | 226 | | | [added: 242 | | |]

| 2018 | | | 21 | | | | | | | | | [removed: | | |] $ | 116 | | 119 | | | 141 | | | 172 | | | 202 | | | 214 | | | 231 | | | [added: 245 | | |]

| 2017 | | | 26 | | | | | | [removed: | | |] $ | 121 | | 142 | | | 158 | | | 176 | | | 206 | | | 237 | | | 247 | | | 262 | | | [added: 277 | | |]

| Totals | | | [removed: 890 | | | $] [added: 914] | [removed: 162] | | $ | 159 | | $ | 163 | | $ | 176 | | $ | 182 | | $ | 192 | | $ | 217 | | $ | 245 | | $ | 252 | | $ | 260 | | [added: $ | 272 | |]

| | | | | | | [removed: 2015 | | |] 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

| May 12—June 8, 2025 | | | | | | | | | 69,000 | | | | | | $ | 1,022.70 | | | | | 69,000 | | | | | | $ | 2,172 | |

| June 9—July 6, 2025 | | | | | | | | | 71,000 | | | | | | 990.69 | | | | | | 71,000 | | | | | | 2,102 | | |

| July 7—August 3, 2025 | | | | | | | | | 73,000 | | | | | | 955.59 | | | | | | 73,000 | | | | | | 2,032 | | |

| August 4—August 31, 2025 | | | | | | | | | 72,000 | | | | | | 966.22 | | | | | | 72,000 | | | | | | 1,962 | | |

| 2025 | | | 24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 192 | |

| 2016 & Before | | | 715 | | | $ | 159 | | 165 | | | 179 | | | 186 | | | 197 | | | 223 | | | 254 | | | 263 | | | 274 | | | 287 | | |

| May 13—June 9, 2024 | | | | | | | | | 66,000 | | | | | | $ | 806.79 | | | | | 66,000 | | | | | | $ | 3,026 | |

| June 10—July 7, 2024 | | | | | | | | | 46,000 | | | | | | 854.00 | | | | | | 46,000 | | | | | | 2,987 | | |

| July 8—August 4, 2024 | | | | | | | | | 55,000 | | | | | | 828.14 | | | | | | 55,000 | | | | | | 2,941 | | |

| August 5—September 1, 2024 | | | | | | | | | 88,000 | | | | | | 865.39 | | | | | | 88,000 | | | | | | 2,865 | | |

| 2016 | | | 29 | | | | | | $ | 87 | | 97 | | | 118 | | | 131 | | | 145 | | | 173 | | | 204 | | | 212 | | | 222 | | |

| 2015 & Before | | | 686 | | | $ | 162 | | 162 | | | 168 | | | 181 | | | 189 | | | 199 | | | 225 | | | 256 | | | 266 | | | 276 | | |

Item 7—Management's Discussion and Analysis of Financial [removed: Conditions] [added: Condition] and Results of Operations (amounts in millions, except per share, share, [removed: membership fee,] [added: percentages] and warehouse count data)

MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying Notes to Financial Statements (Part II, [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Form 10-K).

This section generally discusses the results of operations for [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

For discussion related to the results of operations and changes in financial condition for [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year [removed: 2023] [added: 2024] Form 10-K, which was filed with the [removed: United States] Securities and Exchange Commission (SEC) on October [removed: 11, 2023.][added: 9, 2024.]

Net sales includes our core merchandise categories (foods and sundries, non-foods, and fresh foods), warehouse ancillary (gasoline, pharmacy, optical, food court, hearing aids, and tire installation) and other businesses (e-commerce, business centers, [removed: travel] [added: travel,] and other).

The higher our comparable sales exclusive of these items, the more we can leverage our [removed: SG&A] [added: selling, general and administrative (SG&A)] expenses, reducing them as a percentage of sales and enhancing profitability.

Net sales growth and gross margins are also impacted by [removed: our] competition, which is vigorous and widespread, across a wide range of global, national and regional wholesalers and retailers, including those with e-commerce operations.

Those strategies can include, but are not limited to, working with our suppliers to share in absorbing cost increases, earlier-than-usual purchasing and in greater volumes, [added: sourcing in the countries and regions where items are sold,] as well as passing cost increases on to our members.

Our investments in merchandise pricing may include reducing prices on merchandise to drive sales or meet competition and holding prices steady despite cost increases instead of passing the increases on to our members, negatively impacting gross margin and gross margin as a percentage of [removed: net sales (gross margin percentage) in the near term.]

Government actions in various countries relating to [removed: tariffs, particularly China and the United States, have affected] [added: tariffs affect] the costs of some of our merchandise.

Higher tariffs [removed: could] [added: are more likely to] adversely impact [added: rather than improve] our results.

As our warehouse base [removed: grows,] [added: grows and] available and desirable sites become more difficult to secure, [removed: and] square footage growth becomes a comparatively less substantial component of growth.

Our rate of square footage growth is generally higher in [added: many of our] foreign markets, due to the smaller base in those markets, and we expect that to continue.

The membership format is [removed: an] integral [removed: part of] [added: to] our business and profitability.

Our operating [removed: model is] [added: models are] generally the same across our U.S., Canadian, and Other International operating segments (see [Note [removed: 11](#ied98cc882e5d481daeb0d876006a17ac_139)] [added: 11](#ie1561bbf248347fbab0c7507ac97c984_142)] to the consolidated financial statements included in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report).

In discussions of our consolidated operating results, we refer to the impact of changes in foreign currencies relative to the U.S. dollar, which are differences between the [removed: foreign exchange] [added: foreign-exchange] rates we use to convert the financial results of our international operations from local currencies into U.S. dollars.

The impact of changes in gasoline prices on net sales is calculated based on the difference between the current and prior period's average price per [removed: gallon sold.][added: gallon.]

Results expressed excluding the impacts of [removed: foreign exchange] [added: foreign-exchange] and gasoline prices are intended as supplemental information and are not a substitute for net [removed: sales presented in accordance with U.S. GAAP and should be reviewed in conjunction with results reported in accordance with U.S. GAAP.]

References to [removed: 2024] [added: 2025] and [removed: 2022] [added: 2024] relate to the 52-week fiscal years ended [added: August 31, 2025, and] September 1, [removed: 2024 and August 28, 2022.][added: 2024.]

Highlights for [removed: 2024] [added: 2025] include:

- We opened [removed: 30] [added: 27] new warehouses, including [removed: one relocation: 23] [added: three relocations, for a total of 24] net new [added: warehouses: 15] in the U.S., [removed: one new] [added: two] in our Canadian segment, and [removed: five new] [added: seven] in our Other International segment, compared to [removed: 26] [added: 30] new warehouses, including [removed: three relocations,] [added: one relocation,] in [removed: 2023;][added: 2024;]

- Net sales increased [removed: 5%] [added: 8%] to [removed: $249,625,] [added: $269,912,] driven by an increase in comparable sales and sales at new [removed: warehouses opened in 2023 and 2024, partially offset by one less week of sales in 2024;][added: warehouses;]

- Membership fee revenue increased [removed: 5%] [added: 10%] to [removed: $4,828,] [added: $5,323,] driven by new member sign-ups and [removed: upgrades to Executive membership, partially offset by one less week of] membership fee [removed: income in 2024;][added: increases;]

- The effective tax rate in [removed: 2024] [added: 2025] was [removed: 24.4%,] [added: 25.1%,] compared to [removed: 25.9%] [added: 24.4%] in [removed: 2023;][added: 2024;]

- Net income increased [removed: 17%] [added: 10%] to [removed: $7,367,] [added: $8,099,] or [removed: $16.56] [added: $18.21] per diluted share compared to [removed: $6,292,] [added: $7,367,] or [removed: $14.16] [added: $16.56] per diluted share in [removed: 2023;][added: 2024.]

[removed: - We paid] [added: Dividends in 2024 included] a special [removed: cash] dividend of $15 per [removed: share] [added: share, resulting] in [removed: January 2024; and][added: a payment of]

- In April, the Board of Directors approved a [removed: 14%] [added: 12%] increase in the quarterly cash dividend.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net Sales | | | $ | [removed: 249,625] [added: 269,912] | | | | | $ | [removed: 237,710] [added: 249,625] | | | | | $ | [removed: 222,730] [added: 237,710] | |

| U.S. | | | [removed: 4] [added: 9] | | % | | | | [removed: 7] [added: 4] | | % | | | | [removed: 17] [added: 7] | | % |

| Canada | | | 6 | | % | | | | [removed: 4] [added: 6] | | % | | | | [removed: 16] [added: 4] | | % |

| Other International | | | [removed: 9] [added: 8] | | % | | | | 9 | | % | | | | [removed: 10] [added: 9] | | % |

| Total Company | | | [removed: 5] [added: 8] | | % | | | | [removed: 7] [added: 5] | | % | | | | [removed: 16] [added: 7] | | % |

| U.S. | | | [removed: 4] [added: 6] | | % | | | | [removed: 3] [added: 4] | | % | | | | [removed: 16] [added: 3] | | % |

| Canada | | | [removed: 7] [added: 5] | | % | | | | [removed: 2] [added: 7] | | % | | | | [removed: 15] [added: 2] | | % |

| Other International | | | [removed: 8] [added: 5] | | % | | | | [removed: 3] [added: 8] | | % | | | | [removed: 7] [added: 3] | | % |

| Total Company | | | [removed: 5] [added: 6] | | % | | | | [removed: 3] [added: 5] | | % | | | | [removed: 14] [added: 3] | | % |

| E-commerce | | | 16 | | % | | | | [removed: (6)] [added: 16] | | % | | | | [removed: 10] [added: (6)] | | % |

| U.S. | | | [removed: 5] [added: 7] | | % | | | | [removed: 4] [added: 5] | | % | | | | [removed: 10] [added: 4] | | % |

| Canada | | | 8 | | % | | | | 8 | | % | | | | [removed: 12] [added: 8] | | % |

The 2% reward associated with Executive membership reduces net sales and is allocated to the category in which the reward is generated (core merchandise categories, warehouse ancillary, and other businesses).

net sales (gross margin percentage) in the near term.

Our worldwide renewal rate is adversely impacted by membership growth in newer international markets and a higher penetration of memberships sold online, including through digital membership promotions, which renew at a slightly lower rate on average.

sales presented in accordance with U.S. GAAP and should be reviewed in conjunction with results reported in accordance with U.S. GAAP.

- Gross margin percentage increased 20 basis points; 11 basis points excluding the impact of gasoline price deflation on net sales;

- SG&A expenses as a percentage of net sales increased 11 basis points; three basis points excluding the impact of gasoline price deflation;

Foreign-exchange rates had a negative impact on net income of $97, $0.22 per diluted share; and

The improvement was primarily attributable to an increase in comparable sales of $14,788 or 6%.

The remaining increase in net sales was driven by sales at the 24 net new warehouses opened since the end of 2024.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Renewal rates were negatively impacted by a higher number of memberships sold online,

including through digital promotions, entering the renewal rate calculation.

These members renew at a slightly lower rate on average.

The fee income increase accounted for approximately 40% of membership income growth during 2025.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net sales | | | $ | 269,912 | | | | | $ | 249,625 | | | | | $ | 237,710 | |

Gross margin percentage was negatively impacted by seven basis points due to a LIFO charge in 2025 for higher merchandise costs and one basis point in warehouse ancillary and other businesses.

Changes in foreign currencies relative to the U.S. dollar negatively impacted gross margin by approximately $224, attributable to our Other International and Canadian operations.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The comparison to last year was negatively impacted by three basis points due to warehouse operations and other businesses.

Changes in foreign currencies relative to the U.S. dollar decreased SG&A expenses by approximately $127, attributable to our Canadian and Other International operations.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The decrease was primarily due to repayment of the 2.750% Senior Notes in May 2024.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The decrease in interest income in 2025 was due to lower interest rates, partially offset by higher cash balances.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | | | | | | | |

Cash flow provided by financing activities included proceeds from short-term borrowings and issuance of long-term debt.

*Long-term Debt*

Repayments of long-term debt in 2025 totaled $103, as compared to $1,077 in 2024.

Repayments in 2024 included the $1,000 outstanding principal balance on our 2.750% Senior Notes.

There were no proceeds from long-term debt in 2025, as compared to $498 in 2024.

Proceeds in 2024 included four Guaranteed Senior Notes issued by our Japan subsidiary.

approximately $6,655.

in claim frequency and amounts.

Our worldwide renewal rate may be adversely impacted by lower renewal rates in newer markets.

- Gross margin percentage increased 35 basis points, driven primarily by warehouse ancillary and other businesses, largely e-commerce and gasoline, and the absence of charges related to the discontinuation of our charter shipping activities recorded in 2023;

- SG&A expenses as a percentage of net sales increased six basis points, primarily due to warehouse operations and other businesses, which included the impact of wage increases in March and September 2023 and July 2024, partially offset by sales leverage and improved productivity;

*Net Sales*

The improvement was attributable to an increase in comparable sales and sales at new warehouses opened in 2023 and 2024, partially offset by the impact of one less week of sales in 2024.

*Comparable Sales*

| Membership fees increase | | | 5 | | % | | | | 8 | | % | | | | 9 | | % |

These increases were partially offset by one less week of membership fee income in 2024.

Renewal rates benefited from higher penetration of Executive members.

The Executive membership fee increased from $120 to $130 (membership fee of $65, plus Executive upgrade of $65), and the maximum annual 2% reward associated with the Executive Membership increased from $1,000 to $1,250.

We expect these fee changes to increase revenues approximately $370 over the next two years, $190 of which will benefit fiscal 2025, primarily in the latter half of the year.

This increase was positively impacted by: 19 basis points due to warehouse ancillary and other businesses, primarily e-commerce and gasoline; 16 basis points due to the absence of charges related to the discontinuation of our charter shipping activities that were recorded in the first and third quarters of 2023; and three basis points due to a LIFO benefit.

Our U.S. segment performed similarly to the consolidated results above.

Gross margin percentage decreased in our Other International segment, primarily due to increased 2% rewards and a decrease in core merchandise categories.

The comparison to last year was negatively impacted by two basis points in warehouse operations and other businesses, driven by our U.S. operations, which included the impact of wage increases in March and September 2023, and July 2024, partially offset by sales leverage and improved productivity.

SG&A expenses as percentage of net sales were lower in our Canadian and Other International operations.

The increase in interest income in 2024 was due to higher global interest rates.

Changes in foreign exchange rates impacted cash and cash equivalents positively by $40 and $15 in 2024 and 2023, and negatively by $249 in 2022.

open up to 29 additional new warehouses, including three relocations, in 2025.

On May 18, 2024, we paid the $1,000 outstanding principal balance on the 2.750% Senior Notes, using cash and cash equivalents and short-term investments.

Cash flow provided by financing activities included proceeds from short-term borrowings and four Guaranteed Senior Notes totaling approximately $500, at fixed interest rates ranging from 1.400% to 2.120%, issued by our Japan subsidiary.

Dividends in 2024 included a special dividend of $15 per share, resulting in a payment of approximately $6,655.

| [Reports of Independent Registered Public Accounting [removed: Firm](#ied98cc882e5d481daeb0d876006a17ac_82)] [added: Firm](#ie1561bbf248347fbab0c7507ac97c984_85)] | | | [removed: [33](#ied98cc882e5d481daeb0d876006a17ac_82)] [added: [34](#ie1561bbf248347fbab0c7507ac97c984_85)] | | |

| [Consolidated Statements of [removed: Income](#ied98cc882e5d481daeb0d876006a17ac_85)] [added: Income](#ie1561bbf248347fbab0c7507ac97c984_88)] | | | [removed: [36](#ied98cc882e5d481daeb0d876006a17ac_85)] [added: [37](#ie1561bbf248347fbab0c7507ac97c984_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ied98cc882e5d481daeb0d876006a17ac_88)] [added: Income](#ie1561bbf248347fbab0c7507ac97c984_91)] | | | [removed: [37](#ied98cc882e5d481daeb0d876006a17ac_88)] [added: [38](#ie1561bbf248347fbab0c7507ac97c984_91)] | | |

| [Consolidated Balance [removed: Sheets](#ied98cc882e5d481daeb0d876006a17ac_91)] [added: Sheets](#ie1561bbf248347fbab0c7507ac97c984_94)] | | | [removed: [38](#ied98cc882e5d481daeb0d876006a17ac_91)] [added: [39](#ie1561bbf248347fbab0c7507ac97c984_94)] | | |

| [Consolidated Statements of [removed: Equity](#ied98cc882e5d481daeb0d876006a17ac_97)] [added: Equity](#ie1561bbf248347fbab0c7507ac97c984_100)] | | | [removed: [39](#ied98cc882e5d481daeb0d876006a17ac_97)] [added: [40](#ie1561bbf248347fbab0c7507ac97c984_100)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ied98cc882e5d481daeb0d876006a17ac_100)] [added: Flows](#ie1561bbf248347fbab0c7507ac97c984_103)] | | | [removed: [40](#ied98cc882e5d481daeb0d876006a17ac_100)] [added: [41](#ie1561bbf248347fbab0c7507ac97c984_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ied98cc882e5d481daeb0d876006a17ac_103)] [added: Statements](#ie1561bbf248347fbab0c7507ac97c984_106)] | | | [removed: [41](#ied98cc882e5d481daeb0d876006a17ac_103)] [added: [42](#ie1561bbf248347fbab0c7507ac97c984_106)] | | |

We have audited the accompanying consolidated balance sheets of Costco Wholesale Corporation and subsidiaries (the Company) as of [removed: September 1, 2024] [added: August 31, 2025] and September [removed: 3, 2023,] [added: 1, 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended [removed: September 1, 2024,] [added: August 31, 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of [removed: September 1, 2024] [added: August 31, 2025] and September [removed: 3, 2023,] [added: 1, 2024,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended [removed: September 1, 2024,] [added: August 31, 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of [removed: September 1, 2024,] [added: August 31, 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated October [removed: 8, 2024] [added: 7, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited Costco Wholesale Corporation and subsidiaries*’* (the Company) internal control over financial reporting as of [removed: September 1, 2024,] [added: August 31, 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: September 1, 2024,] [added: August 31, 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of [removed: September 1, 2024] [added: August 31, 2025] and September [removed: 3, 2023,] [added: 1, 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended [removed: September 1, 2024,] [added: August 31, 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated October [removed: 8, 2024] [added: 7, 2025] expressed an unqualified opinion on those consolidated financial statements.

| | | | 52 Weeks Ended | | | | | | [removed: 53] [added: 52] Weeks Ended | | | | | | [removed: 52] [added: 53] Weeks Ended | | |

| | | | [removed: September 1, 2024] [added: August 31, 2025] | | | | | | September [removed: 3, 2023] [added: 1, 2024] | | | | | | [removed: August 28, 2022] [added: September 3, 2023] | | |

| Net sales | | | $ | [removed: 249,625] [added: 269,912] | | | | | $ | [removed: 237,710] [added: 249,625] | | | | | $ | [removed: 222,730] [added: 237,710] | |

| Membership fees | | | [removed: 4,828] [added: 5,323] | | | | | | [removed: 4,580] [added: 4,828] | | | | | | [removed: 4,224] [added: 4,580] | | |

| Total revenue | | | [removed: 254,453] [added: 275,235] | | | | | | [removed: 242,290] [added: 254,453] | | | | | | [removed: 226,954] [added: 242,290] | | |

| Merchandise costs | | | [removed: 222,358] [added: 239,886] | | | | | | [removed: 212,586] [added: 222,358] | | | | | | [removed: 199,382] [added: 212,586] | | |

| Selling, general and administrative | | | [removed: 22,810] [added: 24,966] | | | | | | [removed: 21,590] [added: 22,810] | | | | | | [removed: 19,779] [added: 21,590] | | |

| Operating income | | | [removed: 9,285] [added: 10,383] | | | | | | [removed: 8,114] [added: 9,285] | | | | | | [removed: 7,793] [added: 8,114] | | |

| Interest expense | | | [removed: (169)] [added: (154)] | | | | | | [removed: (160)] [added: (169)] | | | | | | [removed: (158)] [added: (160)] | | |

| Interest income and other, net | | | [removed: 624] [added: 589] | | | | | | [removed: 533] [added: 624] | | | | | | [removed: 205] [added: 533] | | |

| INCOME BEFORE INCOME TAXES | | | [removed: 9,740] [added: 10,818] | | | | | | [removed: 8,487] [added: 9,740] | | | | | | [removed: 7,840] [added: 8,487] | | |

| Provision for income taxes | | | [removed: 2,373] [added: 2,719] | | | | | | [removed: 2,195] [added: 2,373] | | | | | | [removed: 1,925] [added: 2,195] | | |

| [removed: Net income including noncontrolling interests] [added: NET INCOME] | | | [removed: 7,367] [added: $] | [added: 8,099] | | | | | [removed: 6,292] [added: $] | [added: 7,367] | | | | | [removed: 5,915] [added: $] | [added: 6,292] | |

| NET [removed: INCOME ATTRIBUTABLE TO COSTCO] [added: INCOME] | | | $ | [removed: 7,367] [added: 8,099] | | | | | $ | [removed: 6,292] [added: 7,367] | | | | | $ | [removed: 5,844] [added: 6,292] | |

| NET INCOME PER COMMON [removed: SHARE ATTRIBUTABLE TO COSTCO:] [added: SHARE:] | | | | | | | | | | | | | | | | | |

| Basic | | | $ | [removed: 16.59] [added: 18.24] | | | | | $ | [removed: 14.18] [added: 16.59] | | | | | $ | [removed: 13.17] [added: 14.18] | |

| Diluted | | | $ | [removed: 16.56] [added: 18.21] | | | | | $ | [removed: 14.16] [added: 16.56] | | | | | $ | [removed: 13.14] [added: 14.16] | |

| Basic | | | [removed: 443,914] [added: 443,985] | | | | | | [removed: 443,854] [added: 443,914] | | | | | | [removed: 443,651] [added: 443,854] | | |

| Diluted | | | [removed: 444,759] [added: 444,803] | | | | | | [removed: 444,452] [added: 444,759] | | | | | | [removed: 444,757] [added: 444,452] | | |

| [removed: NET INCOME INCLUDING NONCONTROLLING INTERESTS] [added: Net income] | | | $ | [removed: 7,367] [added: 8,099] | | | | | $ | [removed: 6,292] [added: 7,367] | | | | | $ | [removed: 5,915] [added: 6,292] | |

| Foreign-currency translation adjustment and other, net | | | [removed: (23)] [added: 58] | | | | | | [removed: 24] [added: (23)] | | | | | | [removed: (721)] [added: 24] | | |

| [removed: Comprehensive income] [added: COMPREHENSIVE INCOME] | | | [removed: 7,344] [added: $] | [added: 8,157] | | | | | [removed: 6,316] [added: $] | [added: 7,344] | | | | | [removed: 5,194] [added: $] | [added: 6,316] | |

| | | | [added: August 31, 2025 | | | | | |] September 1, 2024 | | | | | | September 3, 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 9,906] [added: 14,161] | | | | | $ | [removed: 13,700] [added: 9,906] | |

| Short-term investments | | | [removed: 1,238] [added: 1,123] | | | | | | [removed: 1,534] [added: 1,238] | | |

| Receivables, net | | | [removed: 2,721] [added: 3,203] | | | | | | [removed: 2,285] [added: 2,721] | | |

| Merchandise inventories | | | [removed: 18,647] [added: 18,116] | | | | | | [removed: 16,651] [added: 18,647] | | |

*Sufficiency of audit evidence over United States and Canada revenue*

As discussed in [Note 11](#ie1561bbf248347fbab0c7507ac97c984_142) to the consolidated financial statements, the Company generated $200,046 million and $36,923 million of total revenue in the United States (U.S.) and Canada, respectively, for the year ended August 31, 2025, which included revenue from membership fees, merchandise sales, and gasoline sales (U.S. and Canada revenue).

The processing and recording of U.S. and Canada revenue is dependent upon the use of multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over U.S. and Canada revenue as a critical audit matter.

Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the highly automated nature of certain processes to record U.S. and Canada revenue, which involves interfacing significant volumes of data across multiple IT systems.

The complexity of the IT environment required the involvement of IT professionals with specialized skills and knowledge.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the processing and recording of U.S. and Canada revenue, including the IT systems tested.

We involved IT professionals with specialized skills and knowledge, who assisted in evaluating the design and testing the operating effectiveness of certain internal controls over the Company's revenue process, including general IT and application controls related to the IT systems used for the processing and recording of U.S. and Canada revenue.

We performed a software-assisted data analysis to test the relationships among certain revenue journal entries.

We evaluated the sufficiency of audit evidence obtained over U.S. and Canada revenue by assessing the results of procedures performed, including the appropriateness of nature and extent of such evidence.

October 7, 2025

October 7, 2025

| | | | 52 Weeks Ended | | | | | | 52 Weeks Ended | | | | | | 53 Weeks Ended | | |

| | | | August 31, 2025 | | | | | | September 1, 2024 | | |

| Repurchases of common stock | | | (943) | | | | | | — | | | | | | (18) | | | | | | — | | | | | | (885) | | | | | | (903) | | | | | | — | | | | | | (903) | | |

| BALANCE AT AUGUST 31, 2025 | | | 443,237 | | | | | | $ | 2 | | | | | $ | 8,282 | | | | | $ | (1,770) | | | | | $ | 22,650 | | | | | $ | 29,164 | | | | | $ | — | | | | | $ | 29,164 | |

| | | | 52 Weeks Ended | | | | | | 52 Weeks Ended | | | | | | 53 Weeks Ended | | |

| | | | August 31, 2025 | | | | | | September 1, 2024 | | | | | | September 3, 2023 | | |

| | | | | | | | | | 50,840 | | | | | | 46,950 | | |

At the end of 2025, 2024, and 2023 goodwill balances in the Company's U.S., Canadian, and Other International operations were $953, $26, and $15.

No impairment charges were recorded in 2025, 2024, or 2023.

Income statement adjustments

These items were immaterial in 2025, 2024, and 2023.

The Company records on a gross

In May 2025, the Compensation Committee approved changes to the vesting schedule applicable only to future grants.

Existing participants in the Plan had the option to make a one-time election to remain under the five-year vesting schedule with acceleration for long service or to change to a three-year vesting schedule with no such acceleration.

RSUs granted to new participants will vest over the three-year term with no such acceleration.

This has no impact on RSUs outstanding or the related disclosures in [N](#ie1561bbf248347fbab0c7507ac97c984_130)[ote](#ie1561bbf248347fbab0c7507ac97c984_130) [](#ie1561bbf248347fbab0c7507ac97c984_130)[7](#ie1561bbf248347fbab0c7507ac97c984_130).

Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable

*Recent Accounting Pronouncements Adopted*

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted the ASU for the fiscal year ended August 31, 2025, on a retrospective basis for all prior periods presented in the financial statements.

In November 2024, the FASB issued 2024-03, which requires disaggregated disclosures of certain costs and expenses on the income statement on an annual and interim basis.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

| Total | | | $ | 783 | | | | | $ | 786 | | | | | $ | 337 | |

| | | | 2025 | | | | | | 2024 | | |

In 2024, the Company repaid the $1,000 outstanding principal balance on its 2.750% Senior Notes.

| | | | 2025 | | | | | | 2024 | | |

(1)Net of unamortized debt discounts and issuance costs and included in other current liabilities in the accompanying consolidated balance sheets.

*Evaluation of workers' compensation self-insurance liabilities*

As discussed in [Note 1](#ied98cc882e5d481daeb0d876006a17ac_106) to the consolidated financial statements, the Company estimates its self-insurance liabilities by considering historical claims experience, demographic factors, severity factors, and other actuarial assumptions.

The estimated self-insurance liabilities as of September 1, 2024, were $1,612 million, a portion of which related to workers’ compensation self-insurance liabilities for the United States operations.

We identified the evaluation of the Company’s workers’ compensation self-insurance liabilities for the United States operations as a critical audit matter because of the extent of specialized skill and knowledge needed to evaluate the underlying assumptions and judgments made by the Company in the actuarial models.

Specifically, subjective auditor judgment was required to evaluate the Company's selected loss rates and initial expected losses used in the actuarial models.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance workers' compensation process.

This included controls related to the development and selection of the assumptions listed above used in the actuarial calculation and review of the actuarial report.

We involved actuarial professionals with specialized skills and knowledge who assisted in:

- Assessing the actuarial models used by the Company for consistency with generally accepted actuarial standards

- Evaluating the Company’s ability to estimate self-insurance workers' compensation liabilities by comparing its historical estimates with actual incurred losses and paid losses

- Evaluating the above listed assumptions underlying the Company’s actuarial estimates by developing an independent expectation of the self-insurance workers' compensation liabilities and comparing them to the amounts recorded by the Company.

October 8, 2024

| Net income attributable to noncontrolling interests | | | — | | | | | | — | | | | | | (71) | | |

| Less: Comprehensive income attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 36 | | |

| COMPREHENSIVE INCOME ATTRIBUTABLE TO COSTCO | | | $ | 7,344 | | | | | $ | 6,316 | | | | | $ | 5,158 | |

| BALANCE AT AUGUST 29, 2021 | | | 441,825 | | | | | | $ | 4 | | | | | $ | 7,031 | | | | | $ | (1,137) | | | | | $ | 11,666 | | | | | $ | 17,564 | | | | | $ | 514 | | | | | $ | 18,078 | |

| Dividend to noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (208) | | | | | | (208) | | |

| Acquisition of noncontrolling interest | | | — | | | | | | — | | | | | | (499) | | | | | | (6) | | | | | | — | | | | | | (505) | | | | | | (337) | | | | | | (842) | | |

| Repurchases of common stock | | | (863) | | | | | | — | | | | | | (15) | | | | | | — | | | | | | (427) | | | | | | (442) | | | | | | — | | | | | | (442) | | |

| Dividend to noncontrolling interest | | | — | | | | | | — | | | | | | (208) | | |

| Acquisition of noncontrolling interest | | | — | | | | | | — | | | | | | (842) | | |

The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity.

Unless otherwise noted, references to net income relate to net income attributable to Costco.

Investments with maturities beyond five

| | | | | | | | | | 46,950 | | | | | | 43,369 | | |

In 2022, the Company recognized a write-off of $118 for information technology assets, which is reflected in SG&A.

finance and operating leases based on the discounted future minimum lease payments over the term.

The following table summarizes goodwill by reportable segment:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | United States | | | | | | Canada | | | | | | Other International | | | | | | Total | | |

| Balance at August 28, 2022 | | | $ | 953 | | | | | $ | 27 | | | | | $ | 13 | | | | | $ | 993 | |

| Changes in currency translation | | | — | | | | | | (1) | | | | | | 2 | | | | | | 1 | | |

| Balance at September 3, 2023 | | | $ | 953 | | | | | $ | 26 | | | | | $ | 15 | | | | | $ | 994 | |

| Changes in currency translation | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance at September 1, 2024 | | | $ | 953 | | | | | $ | 26 | | | | | $ | 15 | | | | | $ | 994 | |

estimated using historical claims experience, demographic factors, severity factors, and other actuarial assumptions.

functional currency.

These items were $64, $46 and $84 in 2024, 2023, and 2022.

Forfeitures are recognized as they occur.

The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of [removed: September 1, 2024,] [added: August 31, 2025,] and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of [removed: September 1, 2024,] [added: August 31, 2025,] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on its assessment, management has concluded that our internal control over financial reporting was effective as of [removed: September 1, 2024.][added: August 31, 2025.]

The attestation of KPMG LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting is included with the consolidated financial statements in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of this Report.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal quarter ended [removed: September 1, 2024,] [added: August 31, 2025,] no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Information relating to the availability of our code of ethics for senior financial officers and a list of our executive officers appear in Part I, [removed: [Item 1](#ied98cc882e5d481daeb0d876006a17ac_16)] [added: Item 1] of this Report.

The information required by this Item concerning our directors and nominees for director is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” [removed: “Directors”] [added: “Directors,” “Director Biographies,”] and “Committees of the Board” in Costco’s Proxy Statement for its [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed with the SEC within 120 days of the end of our fiscal year (“Proxy Statement”).

The information required by this Item is incorporated herein by reference to the sections entitled “Compensation of [removed: Directors,” “Executive Compensation,” and “Compensation Discussion] [added: Directors”] and [removed: Analysis”] [added: “Executive Compensation”] in Costco’s Proxy Statement.

The information required by this Item is incorporated herein by reference to the sections entitled [removed: “Proposal 1: Election of Directors,” “Directors,” “Committees of the Board,” “Shareholder Communications to the Board,” “Meeting Attendance,” “Report of the Compensation Committee of the Board of Directors,”] “Certain Relationships and Transactions” and [removed: “Report] [added: "Committees] of the [removed: Audit Committee”] [added: Board"] in Costco’s Proxy Statement.

See the listing of Financial Statements included as a part of this Form 10-K in [removed: [Item 8](#ied98cc882e5d481daeb0d876006a17ac_76)] [added: Item 8] of Part II.

(b)Exhibits: The required exhibits are filed [added: or furnished] as part of this Annual Report on Form 10-K or are incorporated herein by reference.

| 4.5 | | | | | | [Form of [removed: 2.300%] [added: 2.750%] Senior Notes due May 18, [removed: 2022](https://www.sec.gov/Archives/edgar/data/909832/000119312517172294/d398248dex42.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/909832/000119312517172294/d398248dex43.htm)] | | | | | | | | | | | | 8-K | | | | | | | | | | | | 5/16/2017 | | |

| 4.6 | | | | | | [Form of [removed: 2.750%] [added: 3.000%] Senior Notes due May 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/909832/000119312517172294/d398248dex43.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/909832/000119312517172294/d398248dex44.htm)] | | | | | | | | | | | | 8-K | | | | | | | | | | | | 5/16/2017 | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Description of Common Stock](https://www.sec.gov/Archives/edgar/data/909832/000090983222000021/costex4810k082822.htm) | | | | | | | | | | | | 10-K | | | | | | 8/28/2022 | | | | | | 10/5/2022 | | |

| 10.4* | | | | | | [Fiscal [removed: 2024] [added: 2025] Executive Bonus [removed: Plan](https://www.sec.gov/Archives/edgar/data/909832/000090983223000049/costex1018-k111723.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/909832/000090983224000054/costex1018-k11424.htm)] | | | | | | | | | | | | 8-K | | | | | | | | | | | | [removed: 11/24/2023] [added: 11/7/2024] | | |

| 10.5* | | | | | | [Executive Employment [removed: Agreement,] [added: Agreement] effective January 1, [removed: 2017,] [added: 2024,] between [removed: W. Craig Jelinek] [added: Ron Vachris] and Costco Wholesale [removed: Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983216000040/costex10110q112016.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983223000065/costex10210q112623.htm)] | | | | | | | | | | | | 10-Q | | | | | | [removed: 11/20/2016] [added: 11/26/2023] | | | | | | [removed: 12/16/2016] [added: 12/20/2023] | | |

| 10.5.1* | | | | | | [removed: [Extension of the Term of the Executive] [added: [Executive] Employment [removed: Agreement,] [added: Agreement] effective January 1, [removed: 2019,] [added: 2025,] between [removed: W. Craig Jelinek] [added: Ron Vachris] and Costco Wholesale [removed: Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983218000022/costex10210q112518.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983224000079/costex10210q112424.htm)] | | | | | | | | | | | | 10-Q | | | | | | [removed: 11/25/2018] [added: 11/24/2024] | | | | | | [removed: 12/20/2018] [added: 12/19/2024] | | |

| [removed: 10.8] [added: 10.8#] | | | | | | [Citibank, N.A. Co-Branded Credit Card [removed: Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983215000012/costex10110qa51015.htm)] [added: Agreement and amendments 1 through 13](https://www.sec.gov/Archives/edgar/data/909832/000090983225000015/costex10210q21625.htm)] | | | | | | | | | | | | [removed: 10-Q/A] [added: 10-Q] | | | | | | [removed: 5/10/2015] [added: 2/16/2025] | | | | | | [removed: 8/31/2015] [added: 3/13/2025] | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/909832/000090983224000049/costex19110k9124.htm) | | | | | | [removed: x] | | | | | | [added: 10-K] | | | | | | [added: 9/1/2024] | | | | | | [added: 10/9/2024] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/909832/000090983224000049/costex21110k9124.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex21110k83125.htm)] | | | | | | x | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/909832/000090983224000049/costex23110k9124.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex23110k83125.htm)] | | | | | | x | | | | | | | | | | | | | | | | | | | | |

| 97.1 | | | | | | [Costco Wholesale Corporation Incentive Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/909832/000090983224000049/costex97110k9124.htm) | | | | | | [removed: x] | | | | | | [added: 10-K] | | | | | | [added: 9/1/2024] | | | | | | [added: 10/9/2024] | | |

| 31.1 | | | | | | [Rule 13a – 14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983224000049/costex31110k9124.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex31110k83125.htm)] | | | | | | x | | | | | | | | | | | | | | | | | | | | |

| [removed: 32.1] [added: 32.1] | | | | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983224000049/costex32110k9124.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex32110k83125.htm)] | | | | | | [removed: x] | | | | | | | | | | | | | | | | | | | | |

Furnished herewith

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Filed Herewith | | | | | | Form | | | | | | Period Ended | | | | | | Filing Date | | |

| 4.7 | | | | | | [Form of 3.000% Senior Notes due May 18, 2027](https://www.sec.gov/Archives/edgar/data/909832/000119312517172294/d398248dex44.htm) | | | | | | | | | | | | 8-K | | | | | | | | | | | | 5/16/2017 | | |

| 10.5.2* | | | | | | [Extension of the Term of the Executive Employment Agreement, effective January 1, 2020, between W. Craig Jelinek and Costco Wholesale Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983219000033/costex103112419.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/24/2019 | | | | | | 12/23/2019 | | |

| 10.5.3* | | | | | | [Extension of the Term of the Executive Employment Agreement, effective January 1, 2021, between W. Craig Jelinek and Costco Wholesale Corporation](https://www.sec.gov/Archives/edgar/data/0000909832/000090983220000026/costex10210q112220.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/22/2020 | | | | | | 12/16/2020 | | |

| 10.5.4* | | | | | | [Extension of the Term of the Executive Employment Agreement, effective January 1, 2022, between W. Craig Jelinek and Costco Wholesale Corporation](https://www.sec.gov/Archives/edgar/data/0000909832/000090983221000021/costex10210q112121.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/21/2021 | | | | | | 12/22/2021 | | |

| 10.5.5* | | | | | | [Extension of the Term of the Executive Employment Agreement, effective January 1, 2023, between W. Craig Jelinek and Costco Wholesale Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983222000035/costex10210q112022.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/20/2022 | | | | | | 12/29/2022 | | |

| 10.8.1 | | | | | | [First Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983215000017/costex10210q112215.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/22/2015 | | | | | | 12/17/2015 | | |

| 10.8.2 | | | | | | [Second Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983216000023/costex10110q21416.htm) | | | | | | | | | | | | 10-Q | | | | | | 2/14/2016 | | | | | | 3/9/2016 | | |

| 10.8.3 | | | | | | [Third Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983216000032/costex105310k82816.htm) | | | | | | | | | | | | 10-K | | | | | | 8/28/2016 | | | | | | 10/12/2016 | | |

| 10.8.4 | | | | | | [Fourth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983218000002/costex10110q21818.htm) | | | | | | | | | | | | 10-Q | | | | | | 2/18/2018 | | | | | | 3/15/2018 | | |

| 10.8.5 | | | | | | [Fifth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983219000003/costex10210q21719.htm) | | | | | | | | | | | | 10-Q | | | | | | 2/17/2019 | | | | | | 3/13/2019 | | |

| 10.8.6# | | | | | | [Sixth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983219000019/costex108710k9119.htm) | | | | | | | | | | | | 10-K | | | | | | 9/1/2019 | | | | | | 10/11/2019 | | |

| 10.8.7 | | | | | | [Seventh Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/0000909832/000090983221000003/costex10110q21421.htm) | | | | | | | | | | | | 10-Q | | | | | | 2/14/2021 | | | | | | 3/10/2021 | | |

| 10.8.8 | | | | | | [Eighth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/0000909832/000090983222000005/costex10110q21322.htm) | | | | | | | | | | | | 10-Q | | | | | | 2/13/2022 | | | | | | 3/10/2022 | | |

| 10.8.9 | | | | | | [Ninth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983222000035/costex10310q112022.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/20/2022 | | | | | | 12/29/2022 | | |

| 10.8.10 | | | | | | [Tenth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983222000035/costex10410q112022.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/20/2022 | | | | | | 12/29/2022 | | |

| 10.8.11 | | | | | | [Eleventh Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983223000014/costex10110q21223.htm) | | | | | | | | | | | | 10-Q | | | | | | 2/12/2023 | | | | | | 3/9/2023 | | |

| 10.8.12# | | | | | | [Twelfth Amendment to Citi, N.A. Co-Branded Credit Card Agreement](https://www.sec.gov/Archives/edgar/data/909832/000090983223000042/costex1081210k9323.htm) | | | | | | | | | | | | 10-K | | | | | | 9/3/2023 | | | | | | 10/11/2023 | | |

| 10.9* | | | | | | [Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983223000065/costex10210q112623.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/26/2023 | | | | | | 12/20/2023 | | |

Portions of this exhibit have been omitted under a confidential treatment order issued by the Securities and Exchange Commission.

| | | | | | | Gary Millerchip *Executive Vice President and Chief Financial Officer (Principal Financial Officer)* | | | | | | | | | | | | [removed: Daniel] [added: Tiffany] M. [removed: Hines] [added: Barbre] *Senior Vice President and Corporate Controller (Principal Accounting Officer)* | | |

| | | | | | | [removed: W. Craig Jelinek] [added: Helena B. Foulkes] *Director* | | | | | | | | | | | | Sally Jewell *Director* | | |

October 7, 2025

October 7, 2025

| By | | | | | | /s/ GARY MILLERCHIP | | | | | | By | | | | | | /s/ TIFFANY M. BARBRE | | |

| By | | | | | | /s/ HELENA B. FOULKES | | | | | | | | | | | | /s/ SALLY JEWELL | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

October 8, 2024

| By | | | | | | /s/ GARY MILLERCHIP | | | | | | By | | | | | | /s/ DANIEL M. HINES | | |

| By | | | | | | /s/ HELENA B. FOULKES | | | | | | By | | | | | | /s/ RICHARD A. GALANTI | | |

| | | | | | | Helena B. Foulkes *Director* | | | | | | | | | | | | Richard A. Galanti *Executive Vice President and Director* | | |

| By | | | | | | /s/ W. CRAIG JELINEK | | | | | | By | | | | | | /s/ SALLY JEWELL | | |