Costco Wholesale (COST) 10-K risk factor changes: FY2026 vs FY2025

Our financial and operational performance is highly dependent on our U.S. and Canadian operations, which comprised 86% and [removed: 84%] [added: 83%] of net sales and operating income in [removed: 2025.][added: 2026.]

Within the U.S., we are highly dependent on our California operations, which comprised 26% of U.S. net sales in [removed: 2025.][added: 2026.]

Declines in financial performance of our U.S. operations, particularly in California, and our Canadian operations could arise from, among other things: slow growth or declines in comparable warehouse sales (comparable sales); negative trends in operating expenses, including increased labor, [removed: healthcare] [added: healthcare,] and energy costs; failing to meet targets for warehouse openings; cannibalizing existing locations with new warehouses; shifts in sales mix toward lower gross margin products; changes or uncertainties in economic conditions in our markets, including higher levels of unemployment and depressed home values; and failing to consistently provide high quality and innovative new products.

Our failure to maintain membership growth, [removed: loyalty and] [added: loyalty,] brand [removed: recognition] [added: recognition, and our culture] could adversely affect our results of operations.

Damage to our [removed: brands] [added: brands, reputation,] or [removed: reputation] [added: culture] may negatively impact comparable sales, diminish member trust, and reduce renewal rates and, accordingly, net sales and membership fee revenue, negatively impacting our results of operations.

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

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

Additionally, we collect, [removed: store] [added: store,] and process sensitive information relating to our business, members, employees, and other third parties.

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

Attempts to gain unauthorized access to systems, [removed: networks] [added: networks,] and data, both ours and third parties with whom we work, are increasing in frequency and sophistication, and in some cases, these attempts are successful.

Phishing attacks [removed: have emerged as] [added: are] particularly prominent, including as vectors for ransomware attacks, which have increased in breadth and frequency.

[removed: Our IT systems and networks, or] those managed by third parties such as cloud providers or suppliers that otherwise host or have access to confidential information, periodically have vulnerabilities, which may go unnoticed for a period of time.

While our cybersecurity and compliance efforts seek to mitigate such risks, there can be no guarantee that the actions and controls we and our third-party service providers have implemented and are [removed: implementing,] [added: implementing] will be sufficient to protect our systems, [removed: information] [added: information,] or other property.

The potential impacts of a cybersecurity attack include reputational damage, litigation, government enforcement actions, penalties, disruption to systems and operations, unauthorized release of confidential or otherwise protected information, corruption of data, diminution in the value of our investment in IT [removed: systems] [added: systems,] and increased cybersecurity protection and remediation costs.

Further, the insurance coverage we maintain and indemnification arrangements with third parties may be inadequate to cover claims, costs, and liabilities relating to [added: cybersecurity incidents.]

In addition, data we collect, [removed: store] [added: store,] and process is subject to a variety of U.S. and international laws and regulations (such as the European Union General Data Protection Regulation, California Consumer Privacy Act, Health Insurance Portability and Accountability Act, and China's Personal Information Protection Act), evolving rules concerning [removed: artificial intelligence,] [added: AI,] and other privacy and cybersecurity [removed: laws and restrictions on use of member information that may also impair our ability to utilize data, consistent with member consents and preferences, which may carry significant potential penalties for noncompliance.][added: laws.]

We accept payments using a variety of methods, including select credit and debit cards, cash and checks, co-brand cardholder rebates, Executive member [removed: 2%] reward certificates, and our shop card.

We must comply with evolving payment card association and network operating rules, including data security rules, certification [removed: requirements] [added: requirements,] and rules governing electronic funds transfers.

For example, we are subject to Payment Card Industry Data Security Standards, which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, [removed: processing] [added: processing,] and transmission of individual cardholder data.

If our internal systems are breached or compromised, we may be liable for card re-issuance costs, subject to fines and higher transaction [removed: fees] [added: fees,] and lose our ability to accept card payments from our members, and our business and operating results could be adversely affected.

If our merchandise, including food and prepared food products for human consumption, drugs, children's products, pet [removed: products] [added: products,] and durable goods, do not meet or are perceived not to meet applicable safety or labeling standards or our members' expectations, we could experience lost sales, increased costs, [removed: litigation] [added: litigation,] or reputational harm.

[removed: Such illnesses or injuries could result from tampering by unauthorized third parties, product] contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, manufacturing, storage, [removed: handling] [added: handling,] and transportation phases, or faulty design.

[added: 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.

Our success depends on the continued contributions of our employees, including members of our senior management and other key operations, IT, [removed: merchandising] [added: merchandising,] and administrative personnel.

We must attract, [removed: train] [added: train,] and retain a large and growing number of qualified employees, while controlling related labor [removed: costs] [added: costs, preserving our culture,] and maintaining our core values.

Our ability to control labor and benefit costs is subject to numerous internal and external factors, including regulatory changes, prevailing wage rates, union [removed: relations] [added: relations,] and healthcare and other insurance costs.

We compete for members, employees, sites, products and [removed: services] [added: 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, pharmacies, hard discounters, department and specialty stores and operators selling a single category or narrow range of merchandise or services.

Such retailers and warehouse club operators compete vigorously and in a variety of ways, including pricing, selection and availability, services, location, convenience, store hours, and the [removed: attractiveness] [added: attractiveness,] and ease of use of websites and mobile applications.

Some competitors have greater [removed: financial resources and] technology capabilities, including the faster adoption of [removed: artificial intelligence, better access to merchandise,] [added: AI technologies,] and greater market penetration than we do.

Higher energy and gasoline costs, inflation, levels of unemployment, healthcare costs, consumer debt levels, foreign-currency exchange rates, unsettled financial markets, weaknesses in housing and real estate markets, reduced consumer confidence, changes and uncertainties related to government fiscal, [removed: monetary] [added: monetary,] and tax policies including changes in interest rates, tax rates, duties, tariffs, or other restrictions, sovereign debt crises, pandemics and other health crises, and other economic factors could adversely affect demand for our products and services, require a change in product mix, or impact the cost of or ability to purchase inventory.

Additionally, trade-related actions in various countries have [added: adversely] affected the costs of some of our merchandise.

Prices of certain commodities, including gasoline and consumable goods used in manufacturing and our warehouse retail operations, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, inflationary pressures, labor costs, competition, market speculation, government regulations, [removed: taxes] [added: taxes,] and periodic delays in delivery.

Inflationary [removed: factors] [added: factors,] such as increases in merchandise [removed: costs] [added: costs,] may adversely affect our business, financial condition and results of operations.

Suppliers may be unable to timely [removed: supply] [added: provide] us with quality merchandise at competitive prices or may fail to adhere to our high standards, resulting in adverse effects on our business, merchandise inventories, sales, and [removed: profit margins.][added: profits.]

Our suppliers (and those they depend upon for materials and services) are subject to risks, including labor disputes, union organizing activities, human [removed: and animal] rights violations, [added: animal welfare violations,] financial liquidity, climate change, natural disasters, extreme weather conditions, environmental degradation, public health emergencies, supply [removed: constraints] [added: constraints,] and general economic and political conditions and other risks similar to those we face that could limit their ability to timely provide us with acceptable merchandise.

One or more of our suppliers might not adhere to our quality control, packaging, legal, regulatory, labor, human rights, [removed: environmental] [added: environmental,] or animal welfare standards.

[added: This] failure could lead to recalls and litigation and otherwise damage our reputation and our brands, increase costs, and otherwise adversely impact our business.

During [removed: 2025,] [added: 2026,] our international operations, including Canada, generated 27% and [removed: 34%] [added: 35%] of our net sales and operating income.

Future fluctuations in exchange rates that are unfavorable to us may adversely affect the financial performance of our Canadian and Other International operations and have a corresponding adverse [removed: period-over-period] effect on our results of operations.

Such events could result in physical damage to our 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, [removed: manufacturing] [added: manufacturing,] or home office facilities, the temporary lack of an adequate work force, disruptions to our IT systems, the temporary or long-term [removed: disruption in the supply of products from some local or overseas suppliers, the temporary disruption in the transport of goods to or from overseas, delays in the delivery of goods to our warehouses or depots, 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.]

Achieving these metrics relies heavily on member trust and our long-standing culture focused on value, integrity, member service, and always striving to do what is right.

We must also effectively monitor competitive technology trends, including the evolution of artificial intelligence (AI).

Any failure to effectively incorporate these technologies could adversely affect our ability to compete.

Additionally, the autonomous nature of AI presents unique challenges, particularly regarding third-party systems which may operate in ways that are difficult to monitor.

There is a risk that these autonomous systems could bypass internal controls, lack adequate third-party governance, or result in unauthorized access to data, data leakage, and non-compliance with applicable data privacy laws.

These systems may also produce inaccurate outputs, leading to unintended operational decisions.

The rapid evolution of AI has automated and accelerated the scale of cybersecurity threats, potentially reducing the time for us to detect and mitigate potential information security incidents.

If our security infrastructure fails to keep pace with these evolving threats, it could lead to more frequent or sophisticated compromises of our systems, networks, or data, adversely affecting our operations and member confidence.

Our IT systems and networks, or

The use of AI carries risks related to the accuracy and reliability of its outputs.

If these tools provide incorrect information to our members or our employees, or if the content generated inadvertently infringes upon the intellectual property rights of third parties, it could lead to reputational damage, legal claims, and increased regulatory scrutiny.

Laws and restrictions on use of member information may also impair our ability to utilize data, consistent with member consents and preferences, which may carry significant potential penalties for noncompliance.

Such illnesses or injuries could result from tampering by unauthorized third parties, product

Additionally, the emergence of AI tools may change consumer shopping habits and increase the competition we face.

AI may also present inaccurate pricing or product data, or fail to capture the full value of our membership offering, impacting member purchasing decisions by prioritizing immediate or inaccurate price comparison or logistics over member loyalty.

disruption in the supply of products from some local or overseas suppliers, the temporary disruption in the transport of goods to or from overseas, delays in the delivery of goods to our warehouses or depots, 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.

Other factors and uncertainties include, but are not limited to: the severity and duration of pandemics; evolving macroeconomic factors including general economic uncertainty, unemployment rates, and recessionary pressures; changes in labor markets affecting us and our suppliers; unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; the pace of post-pandemic recovery; the long-term impact of the pandemic on our business, including consumer behaviors; and disruption and volatility within the financial and credit markets.

cybersecurity incidents.

If we are

This

Other factors and uncertainties include, but are not limited to:

- The severity and duration of pandemics;

- Evolving macroeconomic factors, including general economic uncertainty, unemployment rates, and recessionary pressures;

- Changes in labor markets affecting us and our suppliers;

- Unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response;

- The pace of post-pandemic recovery;

- The long-term impact of the pandemic on our business, including consumer behaviors; and

- Disruption and volatility within the financial and credit markets.

environment and public health and safety.

Our exposure to market risk for changes in interest rates relates primarily to our investment holdings, which are diversified among various instruments considered to be cash equivalents, as defined in [Note [removed: 1](#ie1561bbf248347fbab0c7507ac97c984_109)] [added: 1](#iae87f9b9600946fdb18e1436ed6ec90c_109)] to the consolidated financial statements included in Item 8 of this Report, as well as short-term investments in government and agency securities with effective maturities of generally three months to [removed: five] [added: ten] years at the date of purchase.

Our Canadian and Other International subsidiaries’ investments are primarily in money market [removed: funds, bankers’ acceptances,] [added: funds] and bank certificates of deposit, generally denominated in local currencies.

A 100 basis point change in interest rates as of the end of [removed: 2025] [added: 2026] would have had an immaterial incremental change in fair market value.

As of the end of [removed: 2025,] [added: 2026,] long-term debt with fixed interest rates was [removed: $5,805.][added: $6,175.]

See [Note [removed: 4](#ie1561bbf248347fbab0c7507ac97c984_121)] [added: 4](#iae87f9b9600946fdb18e1436ed6ec90c_121)] to the consolidated financial statements included in Item 8 of this Report for more information on our long-term debt.

For additional information related to the Company's forward foreign-exchange contracts, see [Notes [removed: 1](#ie1561bbf248347fbab0c7507ac97c984_109)] [added: 1](#iae87f9b9600946fdb18e1436ed6ec90c_109)] and [removed: [3](#ie1561bbf248347fbab0c7507ac97c984_118)] [added: [3](#iae87f9b9600946fdb18e1436ed6ec90c_118)] to the consolidated financial statements included in Item 8 of this [added: Report.]

A hypothetical 10% strengthening of the functional currencies compared to the non-functional currency exchange rates at August [removed: 31, 2025,] [added: 30, 2026,] would have decreased the fair value of the contracts by [removed: approximately $117 and resulted in an unrealized loss in the consolidated statements of income for the same amount.]

approximately $55 and resulted in an unrealized loss in the consolidated statements of income for the same amount.

Our wholly-owned captive insurance subsidiary invests in U.S. government and government agency obligations and U.S. government and government agency money market funds.

Report.

Costco operated [added: 939,] 914, [removed: 890,] and [removed: 861] [added: 890] warehouses worldwide at August [added: 30, 2026, August] 31, 2025, [removed: September 1, 2024,] and September [removed: 3, 2023.][added: 1, 2024.]

The Company operates e-commerce sites in the U.S., Canada, Mexico, the U.K., Korea, Taiwan, Japan, [added: Australia,] and [removed: Australia.][added: China.]

References to [removed: 2025] [added: 2026, 2025,] and 2024 relate to the 52-week fiscal years ended August [added: 30, 2026, August] 31, 2025, and September 1, 2024.

Our depots receive large shipments from suppliers and quickly [removed: ship these goods to warehouses.]

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

Our average warehouse space is approximately [removed: 147,000] [added: 148,000] square feet, with newer units being slightly larger.

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

In general, with variations by country, our warehouses accept certain credit cards, including Costco co-branded cards, debit cards, cash and checks, Executive member [removed: 2%] reward certificates, co-brand cardholder rebates, and our proprietary stored-value card (shop card).

We average from 9,000 to [removed: 10,000] [added: 11,000] SKUs online, some of which are available in our warehouses.

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

■Warehouse Ancillary (includes gasoline, pharmacy, [removed: optical,] food court, [added: optical,] hearing aids, and tire installation)

We operated [removed: 747] [added: 774] gas stations at the end of [removed: 2025.][added: 2026.]

Our gasoline business represented [removed: approximately 10%] [added: 11%] of total net sales in [removed: 2025.][added: 2026.]

[added: Digitally-enabled sales,] which represents sales [removed: delivered to members] that are initiated through a digital device, whether fulfilled through a warehouse or distribution center, as well as Costco Travel, represented [removed: approximately 10%] [added: 11%] of total net sales in [removed: 2025.][added: 2026.]

Our business centers carry items tailored for food services, convenience [removed: stores] [added: 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 [removed: (offered to] [added: in] varying degrees in the U.S., Canada, [removed: Australia, and] the [removed: U.K.).][added: U.K., and Australia.]

[removed: For future product supply need, we] [added: We] pursue diversification in our supply-chain and seek to expand in-country production.

We also purchase and manufacture private-label merchandise, [removed: as long as] [added: where] quality and member demand are high and the value to our members is significant.

Certain financial information for our segments and geographic areas is included in [Note [removed: 11](#ie1561bbf248347fbab0c7507ac97c984_142)] [added: 11](#iae87f9b9600946fdb18e1436ed6ec90c_142)] to the consolidated financial statements included in Item 8 of this Report.

Our annual fee for [removed: these] memberships is $65 in the [removed: U.S. and] [added: U.S.,] varies in other [removed: countries.][added: countries and includes a free household card.]

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

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

The [removed: sales] penetration of [added: sales to] Executive members represented approximately [removed: 73.6%] [added: 75.2%] of worldwide net sales in [removed: 2025.][added: 2026.]

Membership at the end of [added: 2026,] 2025, [removed: 2024,] and [removed: 2023] [added: 2024] was made up of the following (in thousands):

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| [removed: Total paid] [added: Paid] members1 | | | [removed: 81,000] [added: 84,100] | | | | | | [removed: 76,200] [added: 81,000] | | | | | | [removed: 71,000] [added: 76,200] | | |

| Household cards | | | [removed: 64,200] [added: 66,300] | | | | | | [removed: 60,600] [added: 64,200] | | | | | | [removed: 56,900] [added: 60,600] | | |

| Total cardholders | | | [removed: 145,200] [added: 150,400] | | | | | | [removed: 136,800] [added: 145,200] | | | | | | [removed: 127,900] [added: 136,800] | | |

[removed: (1)Executive] [added: Executive] members represented [added: 42,300,] 38,700, [removed: 35,400,] and [removed: 32,300] [added: 35,400] of total paid members in [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024.]

[removed: These] [added: (1)These] membership counts include active memberships as well as memberships that have expired and not renewed within the 12 months prior to the reporting date.

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

Our member renewal rate was 92.3% in the U.S. and Canada and 89.8% worldwide at the end of [removed: 2025.][added: 2026.]

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

[added: The timing of] renewal after expiration is impacted by a variety of factors, such as warehouse openings and promotional activity.

At the end of [removed: 2025,] [added: 2026,] we employed [removed: 341,000] [added: 355,000] employees worldwide.

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| United States | | | [removed: 223,000] [added: 232,000] | | | | | | [removed: 219,000] [added: 223,000] | | | | | | [removed: 208,000] [added: 219,000] | | |

| Canada | | | [removed: 55,000] [added: 58,000] | | | | | | [removed: 53,000] [added: 55,000] | | | | | | [removed: 51,000] [added: 53,000] | | |

| Other International | | | [removed: 63,000] [added: 65,000] | | | | | | [removed: 61,000] [added: 63,000] | | | | | | [removed: 57,000] [added: 61,000] | | |

| Total employees | | | [removed: 341,000] [added: 355,000] | | | | | | [removed: 333,000] [added: 341,000] | | | | | | [removed: 316,000] [added: 333,000] | | |

ship these goods to warehouses.

Globally, our policies and practices are designed to mirror our practices in the U.S. regarding compensation leadership, subject to local regulations, customs, and market conditions.

| Sarah George | | | Executive Vice President, Chief Operating Officer - Merchandising. Ms. George was Senior Vice President, Merchandising - Foods and Sundries, from 2023 to March 2026, and Senior Vice President, Fresh Foods, from 2019 to 2023. | | | 2026 | | | 50 | | |

| Adam Self | | | Executive Vice President, Chief Operating Officer, Northern Division. Mr. Self was Senior Vice President, General Manager, Northeast Region from 2020 to August 2026, and Vice President, Regional Operations Manager for the Northeast Region from 2013 to March 2020. | | | 2026 | | | 56 | | |

References to 2023 relate to the 53-week fiscal year ended September 3, 2023.

costs associated with traditional multiple-step distribution channels.

Net sales for e-commerce represented approximately 7% of total net sales in 2025.

Digitally-enabled sales,

Gold Star memberships are available to individuals; Business memberships are limited to businesses, including individuals with a business license or comparable document.

Business members may add additional cardholders (affiliates), to which the same annual fee applies.

Affiliates are not available for Gold Star members.

All paid memberships include a free household card.

Executive memberships are also available in Canada, Mexico, the U.K., Japan, Korea, Taiwan, and Australia, for which the additional fee varies.

| Gold Star | | | 68,300 | | | | | | 63,700 | | | | | | 58,800 | | |

| Business, including affiliates | | | 12,700 | | | | | | 12,500 | | | | | | 12,200 | | |

The timing of

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.

In March 2025, we increased the starting wage by $0.50 an hour to at least $20.00 for all entry-level positions in the U.S. and Canada.

We continue to offer

| Patrick Callans | | | Executive Vice President, Administration. Mr. Callans was Senior Vice President, Human Resources and Risk Management, from 2013 to December 2018. | | | 2019 | | | 63 | | |

| Jim C. Klauer | | | Executive Vice President, Chief Operating Officer, Northern Division. Mr. Klauer was Senior Vice President, Non-Foods and E-commerce Merchandise, from 2013 to January 2018. | | | 2018 | | | 63 | | |

See discussion of Legal Proceedings in [Note [removed: 10](#ie1561bbf248347fbab0c7507ac97c984_139)] [added: 10](#iae87f9b9600946fdb18e1436ed6ec90c_139)] to the consolidated financial statements included in Item 8 of this Report.

For the fiscal year ended August [removed: 31, 2025][added: 30, 2026]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued [removed: financials] [added: financial] statements.

The aggregate market value of the voting stock held by non-affiliates of the registrant as of February [removed: 16, 2025] [added: 15, 2026] was [removed: $475.2] [added: $451.6] billion.

The number of shares outstanding of the registrant’s common stock as of September [removed: 30, 2025,] [added: 29, 2026,] was [removed: 443,179,176.][added: 443,129,349.]

Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on January [removed: 15, 2026,] [added: 21, 2027,] are incorporated by reference into Part III of this Form 10-K.

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST [removed: 31, 2025][added: 30, 2026]

| Item 1. | | | [removed: [Business](#ie1561bbf248347fbab0c7507ac97c984_16)] [added: [Business](#iae87f9b9600946fdb18e1436ed6ec90c_16)] | | | [removed: [3](#ie1561bbf248347fbab0c7507ac97c984_16)] [added: [3](#iae87f9b9600946fdb18e1436ed6ec90c_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ie1561bbf248347fbab0c7507ac97c984_19)] [added: Factors](#iae87f9b9600946fdb18e1436ed6ec90c_19)] | | | [removed: [9](#ie1561bbf248347fbab0c7507ac97c984_19)] [added: [9](#iae87f9b9600946fdb18e1436ed6ec90c_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie1561bbf248347fbab0c7507ac97c984_22)] [added: Comments](#iae87f9b9600946fdb18e1436ed6ec90c_22)] | | | [removed: [18](#ie1561bbf248347fbab0c7507ac97c984_22)] [added: [19](#iae87f9b9600946fdb18e1436ed6ec90c_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ie1561bbf248347fbab0c7507ac97c984_25)] [added: [Cybersecurity](#iae87f9b9600946fdb18e1436ed6ec90c_25)] | | | [removed: [18](#ie1561bbf248347fbab0c7507ac97c984_25)] [added: [19](#iae87f9b9600946fdb18e1436ed6ec90c_25)] | | |

| Item 2. | | | [removed: [Properties](#ie1561bbf248347fbab0c7507ac97c984_28)] [added: [Properties](#iae87f9b9600946fdb18e1436ed6ec90c_28)] | | | [removed: [20](#ie1561bbf248347fbab0c7507ac97c984_28)] [added: [20](#iae87f9b9600946fdb18e1436ed6ec90c_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ie1561bbf248347fbab0c7507ac97c984_31)] [added: Proceedings](#iae87f9b9600946fdb18e1436ed6ec90c_31)] | | | [removed: [20](#ie1561bbf248347fbab0c7507ac97c984_31)] [added: [20](#iae87f9b9600946fdb18e1436ed6ec90c_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ie1561bbf248347fbab0c7507ac97c984_34)] [added: Disclosures](#iae87f9b9600946fdb18e1436ed6ec90c_34)] | | | [removed: [20](#ie1561bbf248347fbab0c7507ac97c984_34)] [added: [20](#iae87f9b9600946fdb18e1436ed6ec90c_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie1561bbf248347fbab0c7507ac97c984_40)] [added: Securities](#iae87f9b9600946fdb18e1436ed6ec90c_40)] | | | [removed: [20](#ie1561bbf248347fbab0c7507ac97c984_40)] [added: [21](#iae87f9b9600946fdb18e1436ed6ec90c_40)] | | |

| Item 6. | | | [removed: [Reserved](#ie1561bbf248347fbab0c7507ac97c984_46)] [added: [Reserved](#iae87f9b9600946fdb18e1436ed6ec90c_46)] | | | [removed: [22](#ie1561bbf248347fbab0c7507ac97c984_46)] [added: [22](#iae87f9b9600946fdb18e1436ed6ec90c_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie1561bbf248347fbab0c7507ac97c984_49)] [added: Operations](#iae87f9b9600946fdb18e1436ed6ec90c_49)] | | | [removed: [23](#ie1561bbf248347fbab0c7507ac97c984_49)] [added: [23](#iae87f9b9600946fdb18e1436ed6ec90c_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie1561bbf248347fbab0c7507ac97c984_76)] [added: Risk](#iae87f9b9600946fdb18e1436ed6ec90c_76)] | | | [removed: [31](#ie1561bbf248347fbab0c7507ac97c984_76)] [added: [31](#iae87f9b9600946fdb18e1436ed6ec90c_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie1561bbf248347fbab0c7507ac97c984_79)] [added: Data](#iae87f9b9600946fdb18e1436ed6ec90c_79)] | | | [removed: [33](#ie1561bbf248347fbab0c7507ac97c984_79)] [added: [33](#iae87f9b9600946fdb18e1436ed6ec90c_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie1561bbf248347fbab0c7507ac97c984_145)] [added: Disclosure](#iae87f9b9600946fdb18e1436ed6ec90c_145)] | | | [removed: [64](#ie1561bbf248347fbab0c7507ac97c984_145)] [added: [65](#iae87f9b9600946fdb18e1436ed6ec90c_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ie1561bbf248347fbab0c7507ac97c984_148)] [added: Procedures](#iae87f9b9600946fdb18e1436ed6ec90c_148)] | | | [removed: [64](#ie1561bbf248347fbab0c7507ac97c984_148)] [added: [65](#iae87f9b9600946fdb18e1436ed6ec90c_148)] | | |

| Item 9B. | | | [Other [removed: Information](#ie1561bbf248347fbab0c7507ac97c984_151)] [added: Information](#iae87f9b9600946fdb18e1436ed6ec90c_151)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_151)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie1561bbf248347fbab0c7507ac97c984_154)] [added: Inspections](#iae87f9b9600946fdb18e1436ed6ec90c_154)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_154)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_154)] | | |

| [PART [removed: III](#ie1561bbf248347fbab0c7507ac97c984_157)] [added: III](#iae87f9b9600946fdb18e1436ed6ec90c_157)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie1561bbf248347fbab0c7507ac97c984_160)] [added: Governance](#iae87f9b9600946fdb18e1436ed6ec90c_160)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_160)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ie1561bbf248347fbab0c7507ac97c984_163)] [added: Compensation](#iae87f9b9600946fdb18e1436ed6ec90c_163)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_163)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie1561bbf248347fbab0c7507ac97c984_166)] [added: Matters](#iae87f9b9600946fdb18e1436ed6ec90c_166)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_166)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie1561bbf248347fbab0c7507ac97c984_169)] [added: Independence](#iae87f9b9600946fdb18e1436ed6ec90c_169)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_169)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_169)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ie1561bbf248347fbab0c7507ac97c984_172)] [added: Services](#iae87f9b9600946fdb18e1436ed6ec90c_172)] | | | [removed: [65](#ie1561bbf248347fbab0c7507ac97c984_172)] [added: [66](#iae87f9b9600946fdb18e1436ed6ec90c_172)] | | |

| [PART [removed: IV](#ie1561bbf248347fbab0c7507ac97c984_175)] [added: IV](#iae87f9b9600946fdb18e1436ed6ec90c_175)] | | | | | | | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ie1561bbf248347fbab0c7507ac97c984_178)] [added: Schedules](#iae87f9b9600946fdb18e1436ed6ec90c_178)] | | | [removed: [66](#ie1561bbf248347fbab0c7507ac97c984_178)] [added: [67](#iae87f9b9600946fdb18e1436ed6ec90c_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ie1561bbf248347fbab0c7507ac97c984_181)] [added: Summary](#iae87f9b9600946fdb18e1436ed6ec90c_181)] | | | [removed: [68](#ie1561bbf248347fbab0c7507ac97c984_181)] [added: [69](#iae87f9b9600946fdb18e1436ed6ec90c_181)] | | |

| | | | [removed: [Signatures](#ie1561bbf248347fbab0c7507ac97c984_184)] [added: [Signatures](#iae87f9b9600946fdb18e1436ed6ec90c_184)] | | | [removed: [69](#ie1561bbf248347fbab0c7507ac97c984_184)] [added: [70](#iae87f9b9600946fdb18e1436ed6ec90c_184)] | | |

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 fee changes, signups, and renewal rates, shopping frequency, litigation, [added: including self-insured general liability claims,] attainment of sustainability goals, and the demand for our products and services.

| [PART I](#iae87f9b9600946fdb18e1436ed6ec90c_13) | | | | | | | | |

| [PART II](#iae87f9b9600946fdb18e1436ed6ec90c_37) | | | | | | | | |

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

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

We have implemented a variety of technologies, leveraging third-party security providers for some, and engage in multiple activities to seek to identify and mitigate vulnerabilities and [removed: risks in systems.][added: risks.]

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

Significant incidents [removed: will] [added: are prescribed to] be escalated to a Cybersecurity Materiality Committee to assess materiality based on qualitative and quantitative [removed: factors.][added: factors and evaluate disclosure and corrective action.]

The CISO is responsible for [removed: all aspects of our] cybersecurity [removed: program, including cybersecurity] engineering and architecture, cybersecurity operations, incident response, threat intelligence, identity and access management, cybersecurity risk and compliance, and vulnerability management.

[removed: The] [added: Our] CISO [removed: position] reports to our CIDO, who has more than 30 years [added: of] experience in which he has led global digital responsibilities, including leading global cyber teams.

There can be no guarantee that the actions and controls we and our third-party service providers have implemented and are implementing will be sufficient to protect our systems, [removed: information] [added: information,] or other property.

Our information security organization is led by our CISO, who joined us in December 2025 and brings over 20 years of relevant cybersecurity and leadership experiences across various industries, primarily pharmacy, finance, and consulting.

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.

At August [removed: 31, 2025,] [added: 30, 2026,] we operated [removed: 914] [added: 939] membership warehouses:

| United States and Puerto Rico | | | [removed: 512] [added: 536] | | | | | | [removed: 117] [added: 111] | | | | | | [removed: 629] [added: 647] | | |

[removed: (1)141] [added: (1)136] of the [removed: 189] [added: 184] leases are land-only leases, where Costco owns the building.

At the end of [removed: 2025,] [added: 2026,] our warehouses contained [removed: approximately 134.7] [added: 138.7] million square feet of operating floor space: [removed: 93.6] [added: 96.6] million in the U.S.; [removed: 15.9] [added: 16.6] million in Canada; and [removed: 25.2] [added: 25.5] million in Other International.

Total square feet associated with distribution and logistics facilities were [removed: approximately 32.2] [added: 33.6] million.

Additionally, we operate various processing, packaging, [removed: manufacturing] [added: manufacturing,] and other facilities to support our business, which includes the production of certain private-label items.

| Canada | | | 96 | | | | | | 19 | | | | | | 115 | | |

| Other International | | | 123 | | | | | | 54 | | | | | | 177 | | |

| Total | | | 755 | | | | | | 184 | | | | | | 939 | | |

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

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

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

Our common stock is traded on the NASDAQ Global Select Market under the symbol “COST.” On September [removed: 30, 2025,] [added: 29, 2026,] we had [removed: 10,813] [added: 10,703] stockholders of record.

The following table sets forth information on our common stock repurchase activity for the fourth quarter of [removed: 2025] [added: 2026] (dollars in millions, except per share data):

| Total fourth quarter | | | | | | | | | [removed: 285,000] [added: 253,000] | | | | | | $ | [removed: 983.13] [added: 964.62] | | | | | [removed: 285,000] [added: 253,000] | | | | | | | | |

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 August [removed: 30, 2020,] [added: 29, 2021,] through August [removed: 31, 2025.][added: 30, 2026.]

The S&P Retail Select Index comprises stocks in the S&P Total Market Index that are classified in the GICS Apparel Retail, Automotive Retail, Broadline Retail, Computer & Electronic Retail, Consumer Staples Merchandise Retail, Drug Retail, Food [removed: Retailers] [added: Retailers,] and Other Specialty Retail sub-industries.

[removed: ][added: ]

| 2025 | | | 24 | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: $] | [added: 192] | | [removed: $] [added: 219] | [removed: 192] | |

| 2024 | | | 29 | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |] $ | 170 | | 192 | | | [added: 217 | | |]

| 2023 | | | 23 | | | | | | | | | | | | | | | | | | | | | [removed: | | |] $ | 151 | | 166 | | | 186 | | | [added: 209 | | |]

| 2022 | | | 23 | | | | | | | | | | | | | | | | | | [removed: | | |] $ | 150 | | 158 | | | 179 | | | 201 | | | [added: 226 | | |]

| 2021 | | | 20 | | | | | | | | | | | | | | | [removed: | | |] $ | 140 | | 158 | | | 172 | | | 187 | | | 210 | | | [added: 234 | | |]

| 2020 | | | 13 | | | | | | | | | | | | [removed: | | |] $ | 132 | | 152 | | | 184 | | | 193 | | | 215 | | | 240 | | | [added: 268 | | |]

| 2019 | | | 20 | | | | | | | | | [removed: | | |] $ | 129 | | 138 | | | 172 | | | 208 | | | 216 | | | 226 | | | 242 | | | [added: 262 | | |]

| 2018 | | | 21 | | | | | | [removed: | | |] $ | 116 | | 119 | | | 141 | | | 172 | | | 202 | | | 214 | | | 231 | | | 245 | | | [added: 264 | | |]

| Totals | | | [removed: 914 | | | $] [added: 939] | [removed: 159] | | $ | 163 | | $ | 176 | | $ | 182 | | $ | 192 | | $ | 217 | | $ | 245 | | $ | 252 | | $ | 260 | | $ | 272 | | [added: $ | 292 | |]

| | | | | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 | | | [added: 2026 | | |]

| May 11—June 7, 2026 | | | | | | | | | 60,000 | | | | | | $ | 1,010.13 | | | | | 60,000 | | | | | | $ | 1,298 | |

| June 8—July 5, 2026 | | | | | | | | | 64,000 | | | | | | 961.15 | | | | | | 64,000 | | | | | | 1,237 | | |

| July 6—August 2, 2026 | | | | | | | | | 65,000 | | | | | | 939.11 | | | | | | 65,000 | | | | | | 1,176 | | |

| August 3—August 30, 2026 | | | | | | | | | 64,000 | | | | | | 951.03 | | | | | | 64,000 | | | | | | 1,115 | | |

| 2026 | | | 25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 187 | |

| 2017 & Before | | | 741 | | | $ | 163 | | 178 | | | 185 | | | 196 | | | 223 | | | 254 | | | 263 | | | 274 | | | 286 | | | 306 | | |

| 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 | | |

| 2017 | | | 26 | | | | | | $ | 121 | | 142 | | | 158 | | | 176 | | | 206 | | | 237 | | | 247 | | | 262 | | | 277 | | |

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

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

This section generally discusses the results of operations for [removed: 2025] [added: 2026] compared to [removed: 2024.][added: 2025.]

For discussion related to the results of operations and changes in financial condition for [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year [removed: 2024] [added: 2025] Form 10-K, which was filed with the Securities and Exchange Commission [removed: (SEC)] on October [removed: 9, 2024.][added: 8, 2025.]

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

The [removed: 2%] [added: Executive] reward [removed: associated with] [added: earned by our] Executive [removed: membership] [added: members] reduces net sales and is allocated to the category in which the reward is generated (core merchandise categories, warehouse ancillary, and other businesses).

Comparable sales is defined as net sales from warehouses [removed: open] [added: operating] for more than one year, including remodels, [removed: relocations and expansions,] [added: relocations,] and [removed: sales related to e-commerce sites operating for more than one year.][added: expansions.]

[removed: The measure is] [added: Comparable sales metrics are] intended as supplemental information and [removed: is] [added: are] not a substitute for net sales presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and should be reviewed in conjunction with results reported in accordance with U.S. GAAP.

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

While we cannot control or reliably predict general economic health or changes in competition, we believe that we have been [removed: successful historically] [added: successful, historically,] in adapting our business to these changes, such as through adjustments to our pricing and merchandise mix, including increasing the penetration of our private-label items, and through online offerings.

[removed: Our e-commerce business,] [added: Gross margin is also impacted by our digitally-enabled businesses,] domestically and internationally, [removed: has] [added: some of which have] a lower gross-margin percentage than our warehouse operations.

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

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

Rather, we believe that achieving our longer-term objectives of reducing employee turnover, increasing [removed: productivity] [added: productivity,] and enhancing employee satisfaction requires maintaining compensation levels that are better than the industry average for much of our workforce.

Our operating models are generally the same across our U.S., Canadian, and Other International operating segments (see [Note [removed: 11](#ie1561bbf248347fbab0c7507ac97c984_142)] [added: 11](#iae87f9b9600946fdb18e1436ed6ec90c_142)] to the consolidated financial statements included in Item 8 of this Report).

Certain operations in the Other International segment have relatively higher rates of square footage growth, lower wage and benefit costs as a percentage of sales, less or no direct membership warehouse competition, or lack [removed: e-commerce or] business [removed: delivery.][added: delivery or Costco operated e-commerce sites.]

[removed: Results expressed excluding the impacts of foreign-exchange] [added: exchange] and gasoline prices are intended as supplemental information and are not a substitute for net [added: 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: 2025] [added: 2026, 2025,] and 2024 relate to the 52-week fiscal years ended August [added: 30, 2026, August] 31, 2025, and September 1, 2024.

Highlights for [removed: 2025] [added: 2026] include:

- We opened [removed: 27] [added: 28] new warehouses, including three relocations, for a total of [removed: 24] [added: 25] net new warehouses: [removed: 15] [added: 18] in the U.S., [removed: two] [added: five] in our Canadian segment, and [removed: seven] [added: two] in our Other International segment, compared to [removed: 30] [added: 27] new warehouses, including [removed: one relocation,] [added: three relocations,] in [removed: 2024;][added: 2025;]

- Net sales increased [removed: 8%] [added: 10%] to [removed: $269,912,] [added: $297,247,] driven by an increase in comparable sales and sales at new warehouses;

- Membership fee revenue increased [removed: 10%] [added: 11%] to [removed: $5,323,] [added: $5,907,] driven by new member [removed: sign-ups and] [added: sign-ups,] membership fee [removed: increases;][added: increases, and upgrades to Executive membership;]

- Gross margin percentage [removed: increased 20] [added: decreased three] basis points; [removed: 11] [added: it increased 10] basis points excluding the impact of gasoline price [removed: deflation on net sales;][added: inflation;]

- SG&A expenses as a percentage of net sales [removed: increased 11] [added: decreased 10] basis points; [removed: three] [added: it increased one] basis [removed: points] [added: point] excluding the impact of gasoline price [removed: deflation;][added: inflation;]

- The effective tax rate in [removed: 2025] [added: 2026] was [removed: 25.1%,] [added: 24.7%,] compared to [removed: 24.4%] [added: 25.1%] in [removed: 2024;][added: 2025;]

- Net income increased [removed: 10%] [added: 14%] to [removed: $8,099, or $18.21] [added: $9,226, $20.76] per diluted [removed: share] [added: share,] compared to [removed: $7,367, or $16.56] [added: $8,099, $18.21] per diluted share in [removed: 2024.][added: 2025; and]

- In April, the Board of Directors approved a [removed: 12%] [added: 13%] increase in the quarterly cash dividend.

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net Sales | | | $ | [removed: 269,912] [added: 297,247] | | | | | $ | [removed: 249,625] [added: 269,912] | | | | | $ | [removed: 237,710] [added: 249,625] | |

| [removed: Changes] [added: Increases] in net sales: | | | | | | | | | | | | | | | | | |

| U.S. | | | [removed: 9] [added: 10] | | % | | | | [removed: 4] [added: 9] | | % | | | | [removed: 7] [added: 4] | | % |

| Canada | | | [removed: 6] [added: 10] | | % | | | | 6 | | % | | | | [removed: 4] [added: 6] | | % |

| Other International | | | [removed: 8] [added: 12] | | % | | | | [removed: 9] [added: 8] | | % | | | | 9 | | % |

| Total Company | | | [removed: 8] [added: 10] | | % | | | | [removed: 5] [added: 8] | | % | | | | [removed: 7] [added: 5] | | % |

| [removed: Changes] [added: Increases] in comparable sales(1): | | | | | | | | | | | | | | | | | |

| U.S. | | | [removed: 6] [added: 8] | | % | | | | [removed: 4] [added: 6] | | % | | | | [removed: 3] [added: 4] | | % |

| Canada | | | [removed: 5] [added: 8] | | % | | | | [removed: 7] [added: 5] | | % | | | | [removed: 2] [added: 7] | | % |

| Other International | | | [removed: 5] [added: 10] | | % | | | | [removed: 8] [added: 5] | | % | | | | [removed: 3] [added: 8] | | % |

| Total Company | | | [removed: 6] [added: 7] | | % | | | | [removed: 5] [added: 8] | | % | | | | [removed: 3] [added: 6] | | % |

| [removed: Changes] [added: Increases] in comparable sales excluding the impact of changes in foreign-currency and gasoline prices(1): | | | | | | | | | | | | | | | | | |

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

Digitally-enabled comparable sales is defined as sales initiated through a digital device, whether fulfilled through a warehouse, distribution center, or Costco Travel, operating for more than one year.

Results expressed excluding the impacts of foreign-

- Higher gasoline prices positively impacted net sales by $3,501, or 130 basis points, and changes in foreign currencies positively impacted net sales by $1,332, or 49 basis points;

Tariff Impacts

Beginning in February 2025, the United States imposed tariffs under the International Emergency Economic Powers Act (IEEPA) on certain goods, materials, and products imported into the United States.

We paid the government approximately $500 in IEEPA tariffs.

In February 2026, the U.S. Supreme Court ruled that the IEEPA tariffs were unlawful.

Following this ruling, the government launched a program to administer IEEPA refunds.

We applied the gain contingency model, in accordance with Accounting Standards Codification (ASC) 450-30, “Gain Contingencies,” recognizing recoveries in our consolidated statements of operations only as they were realized.

During 2026, we began filing for refunds and received $184, made up of $174 in refunds, recorded as a reduction to merchandise costs, and $10 recorded as interest income.

A portion of these refunds was invested in reducing prices for members.

Subsequent to 2026, we received $155 in additional refunds and we intend to continue to invest the majority of the refunds in increased value for the member.

For a small percentage of transactions where corrections are required, refunds may be delayed as the government continues to implement the IEEPA refund process.

Net sales increased $27,335 or 10% during 2026.

Digitally-enabled comparable sales increased 21% during 2026, both as reported and excluding the impact of changes in foreign currencies.

This increase was positively impacted by 19 basis points in warehouse ancillary and other businesses, primarily gasoline and pharmacy, offset by an 11 basis point decrease in core merchandise categories.

The majority of the increase in warehouse ancillary and other businesses and the decrease in core merchandise categories was due to the change in sales mix as warehouse ancillary and other businesses sales grew at a faster rate than core merchandise categories.

Core merchandise categories were also negatively impacted by our co-branded credit card program as a result of reward costs associated with higher gasoline sales.

IEEPA tariff refunds, net of investment in price reductions for members, positively impacted gross margin by three basis points.

The increase was across all categories.

Gross margin in warehouse ancillary and other businesses when expressed as a percentage of their own sales decreased 14 basis points, primarily due to gasoline and pharmacy.

SG&A expenses as a percentage of net sales increased in our Canadian and Other International segments and were flat in our U.S. segment compared to 2025.

The effective tax rate for 2026 was favorably impacted by net discrete tax benefits of $83 and $72 related to research and development credits and stock compensation.

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

The increase was primarily due to higher operating income, as well as reduced net investment in merchandise inventories.

The latter was a result of faster inventory turns and improved payment terms with suppliers.

Proceeds from long-term debt in 2026 included three series of Guaranteed Senior Notes totaling approximately $500, at fixed interest rates ranging from 2.620% to 3.680%, issued by our Japan subsidiary, as compared to no proceeds in 2025.

This increase was primarily driven by the renewal and expansion of our U.S. revolving credit facility in August 2026, which increased total borrowing capacity from $400 to $1,000 and extended the maturity date to August 2027, as well as credit facility expansions in our Japan and Mexico subsidiaries.

There were no short-term borrowings outstanding under the bank credit facilities at the end of 2026.

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 2023 relate to the 53-week fiscal year ended September 3, 2023.

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

| E-commerce | | | 16 | | % | | | | 16 | | % | | | | (6) | | % |

| E-commerce | | | 16 | | % | | | | 16 | | % | | | | (5) | | % |

Net sales increased $20,287 or 8% during 2025.

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.

This increase was positively impacted by 19 basis points in our core merchandise categories, primarily due to fresh foods and our co-branded credit card program.

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.

The increase was primarily due to fresh foods and foods and sundries, partially offset by non-foods.

This measure eliminates the impact of changes in sales penetration and gross margin from our warehouse ancillary and other businesses.

Gross margin on a segment basis, when expressed as a percentage of the segment's own sales and excluding the impact of changes in gasoline prices on net sales (segment gross margin percentage), increased in our U.S. segment, which performed similarly to the consolidated results above.

Our Canadian and Other International segments gross margin increased, primarily due to increases in core merchandise categories and warehouse ancillary and other businesses.

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

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

The effective tax rate for 2024 was favorably impacted by discrete tax benefits of $94 related to the portion of the special cash dividend payable through our 401(k) plan, a net non-recurring tax benefit of $63 related to a transfer pricing settlement and certain true-ups of tax reserves, and $45 related to stock compensation.

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.

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](#ie1561bbf248347fbab0c7507ac97c984_85)] [added: Firm](#iae87f9b9600946fdb18e1436ed6ec90c_85)] | | | [removed: [34](#ie1561bbf248347fbab0c7507ac97c984_85)] [added: [34](#iae87f9b9600946fdb18e1436ed6ec90c_85)] | | |

| [Consolidated Statements of [removed: Income](#ie1561bbf248347fbab0c7507ac97c984_88)] [added: Income](#iae87f9b9600946fdb18e1436ed6ec90c_88)] | | | [removed: [37](#ie1561bbf248347fbab0c7507ac97c984_88)] [added: [37](#iae87f9b9600946fdb18e1436ed6ec90c_88)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie1561bbf248347fbab0c7507ac97c984_91)] [added: Income](#iae87f9b9600946fdb18e1436ed6ec90c_91)] | | | [removed: [38](#ie1561bbf248347fbab0c7507ac97c984_91)] [added: [38](#iae87f9b9600946fdb18e1436ed6ec90c_91)] | | |

| [Consolidated Balance [removed: Sheets](#ie1561bbf248347fbab0c7507ac97c984_94)] [added: Sheets](#iae87f9b9600946fdb18e1436ed6ec90c_94)] | | | [removed: [39](#ie1561bbf248347fbab0c7507ac97c984_94)] [added: [39](#iae87f9b9600946fdb18e1436ed6ec90c_94)] | | |

| [Consolidated Statements of [removed: Equity](#ie1561bbf248347fbab0c7507ac97c984_100)] [added: Equity](#iae87f9b9600946fdb18e1436ed6ec90c_100)] | | | [removed: [40](#ie1561bbf248347fbab0c7507ac97c984_100)] [added: [40](#iae87f9b9600946fdb18e1436ed6ec90c_100)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie1561bbf248347fbab0c7507ac97c984_103)] [added: Flows](#iae87f9b9600946fdb18e1436ed6ec90c_103)] | | | [removed: [41](#ie1561bbf248347fbab0c7507ac97c984_103)] [added: [41](#iae87f9b9600946fdb18e1436ed6ec90c_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie1561bbf248347fbab0c7507ac97c984_106)] [added: Statements](#iae87f9b9600946fdb18e1436ed6ec90c_106)] | | | [removed: [42](#ie1561bbf248347fbab0c7507ac97c984_106)] [added: [42](#iae87f9b9600946fdb18e1436ed6ec90c_106)] | | |

We have audited the accompanying consolidated balance sheets of Costco Wholesale Corporation and subsidiaries (the Company) as of August [removed: 31, 2025] [added: 30, 2026] and [removed: September 1, 2024,] [added: August 31, 2025,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended August [removed: 31, 2025,] [added: 30, 2026,] 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 August [removed: 31, 2025] [added: 30, 2026] and [removed: September 1, 2024,] [added: August 31, 2025,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended August [removed: 31, 2025,] [added: 30, 2026,] 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 August [removed: 31, 2025,] [added: 30, 2026,] 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: 7, 2025] [added: 6, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in [Note [removed: 11](#ie1561bbf248347fbab0c7507ac97c984_142)] [added: 11](#iae87f9b9600946fdb18e1436ed6ec90c_142)] to the consolidated financial statements, the Company generated [removed: $200,046] [added: $219,823] million and [removed: $36,923] [added: $40,561] million of total revenue in the United States (U.S.) and Canada, respectively, for the year ended August [removed: 31, 2025,] [added: 30, 2026,] which included revenue from membership fees, merchandise sales, and gasoline sales (U.S. and Canada revenue).

We have audited Costco Wholesale Corporation and subsidiaries*’* (the Company) internal control over financial reporting as of August [removed: 31, 2025,] [added: 30, 2026,] 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 August [removed: 31, 2025,] [added: 30, 2026,] 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 August [removed: 31, 2025] [added: 30, 2026] and [removed: September 1, 2024,] [added: August 31, 2025,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the fiscal years in the three-year period ended August [removed: 31, 2025,] [added: 30, 2026,] and the related notes (collectively, the consolidated financial statements), and our report dated October [removed: 7, 2025] [added: 6, 2026] expressed an unqualified opinion on those consolidated financial statements.

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

| | | | August [removed: 31, 2025] [added: 30, 2026] | | | | | | [removed: September 1, 2024] [added: August 31, 2025] | | | | | | September [removed: 3, 2023] [added: 1, 2024] | | |

| Net sales | | | $ | [removed: 269,912] [added: 297,247] | | | | | $ | [removed: 249,625] [added: 269,912] | | | | | $ | [removed: 237,710] [added: 249,625] | |

| Membership fees | | | [removed: 5,323] [added: 5,907] | | | | | | [removed: 4,828] [added: 5,323] | | | | | | [removed: 4,580] [added: 4,828] | | |

| Total revenue | | | [removed: 275,235] [added: 303,154] | | | | | | [removed: 254,453] [added: 275,235] | | | | | | [removed: 242,290] [added: 254,453] | | |

| Merchandise costs | | | [removed: 239,886] [added: 264,279] | | | | | | [removed: 222,358] [added: 239,886] | | | | | | [removed: 212,586] [added: 222,358] | | |

| Selling, general and administrative | | | [removed: 24,966] [added: 27,190] | | | | | | [removed: 22,810] [added: 24,966] | | | | | | [removed: 21,590] [added: 22,810] | | |

| Operating income | | | [removed: 10,383] [added: 11,685] | | | | | | [removed: 9,285] [added: 10,383] | | | | | | [removed: 8,114] [added: 9,285] | | |

| Interest expense | | | [removed: (154)] [added: (145)] | | | | | | [removed: (169)] [added: (154)] | | | | | | [removed: (160)] [added: (169)] | | |

| Interest income and other, net | | | [removed: 589] [added: 711] | | | | | | [removed: 624] [added: 589] | | | | | | [removed: 533] [added: 624] | | |

| INCOME BEFORE INCOME TAXES | | | [removed: 10,818] [added: 12,251] | | | | | | [removed: 9,740] [added: 10,818] | | | | | | [removed: 8,487] [added: 9,740] | | |

| Provision for income taxes | | | [removed: 2,719] [added: 3,025] | | | | | | [removed: 2,373] [added: 2,719] | | | | | | [removed: 2,195] [added: 2,373] | | |

| NET INCOME | | | $ | [removed: 8,099] [added: 9,226] | | | | | $ | [removed: 7,367] [added: 8,099] | | | | | $ | [removed: 6,292] [added: 7,367] | |

| Basic | | | $ | [removed: 18.24] [added: 20.78] | | | | | $ | [removed: 16.59] [added: 18.24] | | | | | $ | [removed: 14.18] [added: 16.59] | |

| Diluted | | | $ | [removed: 18.21] [added: 20.76] | | | | | $ | [removed: 16.56] [added: 18.21] | | | | | $ | [removed: 14.16] [added: 16.56] | |

| Basic | | | [removed: 443,985] [added: 443,953] | | | | | | [removed: 443,914] [added: 443,985] | | | | | | [removed: 443,854] [added: 443,914] | | |

| Diluted | | | [removed: 444,803] [added: 444,427] | | | | | | [removed: 444,759] [added: 444,803] | | | | | | [removed: 444,452] [added: 444,759] | | |

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

| | | | August [removed: 31, 2025] [added: 30, 2026] | | | | | | [removed: September 1, 2024] [added: August 31, 2025] | | | | | | September [removed: 3, 2023] [added: 1, 2024] | | |

| NET INCOME | | | $ | [removed: 8,099] [added: 9,226] | | | | | $ | [removed: 7,367] [added: 8,099] | | | | | $ | [removed: 6,292] [added: 7,367] | |

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

| COMPREHENSIVE INCOME | | | $ | [removed: 8,157] [added: 9,376] | | | | | $ | [removed: 7,344] [added: 8,157] | | | | | $ | [removed: 6,316] [added: 7,344] | |

| | | | August [added: 30, 2026 | | | | | | August] 31, 2025 | | | | | | September 1, 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 14,161] [added: 20,207] | | | | | $ | [removed: 9,906] [added: 14,161] | |

| Short-term investments | | | [removed: 1,123] [added: 1,094] | | | | | | [removed: 1,238] [added: 1,123] | | |

| Receivables, net | | | [removed: 3,203] [added: 3,959] | | | | | | [removed: 2,721] [added: 3,203] | | |

October 6, 2026

| | | | August 30, 2026 | | | | | | August 31, 2025 | | |

| Current portion of long-term debt | | | 2,248 | | | | | | 75 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,226 | | | | | | | | | | | | | | | | | | 9,226 | | |

| Repurchases of common stock | | | (891) | | | | | | — | | | | | | (20) | | | | | | — | | | | | | (827) | | | | | | | | | | | | | | | | | | (847) | | |

| Cash dividend declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,458) | | | | | | | | | | | | | | | | | | (2,458) | | |

| BALANCE AT AUGUST 30, 2026 | | | 443,266 | | | | | | $ | 2 | | | | | $ | 8,830 | | | | | $ | (1,620) | | | | | $ | 28,591 | | | | | | | | | | | | | | | | | $ | 35,803 | |

| Deferred income taxes | | | 306 | | | | | | (108) | | | | | | (60) | | |

| | | | 2026 | | | | | | 2025 | | |

| | | | | | | | | | 56,612 | | | | | | 50,840 | | |

recognized as information becomes known.

businesses, which are reflected in merchandise costs), as well as all regional and home office employees, including buying personnel.

For grants issued prior to October 2025, RSUs generally vest over five years, with accelerated vesting provisions for participants reaching specified long-service milestones (25 years of service for employees; five years for non-employee directors).

For grants issued in October 2025 and thereafter, RSUs vest over either a three\-year schedule with no accelerated vesting or a five\-year schedule with long-service acceleration, based on a one-time election made by eligible participants in 2025.

See [Note 8](#iae87f9b9600946fdb18e1436ed6ec90c_133) for additional information.

| Total | | | $ | 810 | | | | | $ | 796 | | | | | $ | 298 | |

| | | | 2026 | | | | | | 2025 | | |

This increase was primarily driven by the renewal and expansion of the Company's U.S. revolving credit facility in August 2026, which increased total borrowing capacity from $400 to $1,000 and extended the maturity date to August 2027, as well as credit facility expansions in the Japan and Mexico subsidiaries.

| | | | 2026 | | | | | | 2025 | | |

(1)Net of unamortized debt discounts and issuance costs.

| 2029 | | | 136 | | |

| 2031 | | | 161 | | |

| Thereafter | | | 1,878 | | |

| Total | | | $ | 6,175 | |

| | | | 2026 | | | | | | 2025 | | |

| | | | 2026 | | | | | | 2025 | | |

| 2027 | | | $ | 252 | | | | | $ | 146 | | | | | | | |

| 2028 | | | 258 | | | | | | 142 | | | | | | | | |

| 2029 | | | 226 | | | | | | 130 | | | | | | | | |

| 2030 | | | 204 | | | | | | 118 | | | | | | | | |

| 2031 | | | 186 | | | | | | 97 | | | | | | | | |

| Thereafter | | | 2,399 | | | | | | 1,657 | | | | | | | | |

| Total(2) | | | 3,525 | | | | | | 2,290 | | | | | | | | |

| 2026 | | | 891 | | | | | | $ | 950.90 | | | | | $ | 847 | |

| Granted | | | 1,088 | | | | | | 933.56 | | |

| Forfeited | | | (93) | | | | | | 696.05 | | |

| Outstanding at the end of 2026 | | | 2,000 | | | | | | $ | 728.17 | |

The reconciliation between the statutory tax rate and the effective rate for 2026 is as follows:

| | | | 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Federal taxes at statutory rate | | | $ | 2,573 | | | | | 21.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

October 7, 2025

October 7, 2025

| BALANCE AT AUGUST 28, 2022 | | | 442,664 | | | | | | $ | 2 | | | | | $ | 6,884 | | | | | $ | (1,829) | | | | | $ | 15,585 | | | | | $ | 20,642 | | | | | $ | 5 | | | | | $ | 20,647 | |

| Repurchases of common stock | | | (1,341) | | | | | | — | | | | | | (24) | | | | | | — | | | | | | (653) | | | | | | (677) | | | | | | — | | | | | | (677) | | |

| Cash dividends declared and other | | | — | | | | | | — | | | | | | 5 | | | | | | — | | | | | | (1,703) | | | | | | (1,698) | | | | | | (5) | | | | | | (1,703) | | |

| Cash dividend declared, but not yet paid | | | $ | — | | | | | $ | — | | | | | $ | 452 | |

References to 2023 relate to the 53-week fiscal year ended September 3, 2023.

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

During 2023, the Company recognized charges totaling $391, primarily related to the impairment of certain leased assets associated with charter shipping activities.

This charge is included in merchandise costs.

Income statement adjustments

The Company records on a gross

Employees who attain at least 25 years of service with the Company and non-employee directors with five or more years may receive shares under accelerated vesting provisions.

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.

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

income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, which is intended to improve reportable segment disclosure requirements, primarily about significant segment expenses.

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

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

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

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

| 2029 | | | 148 | | |

| Thereafter | | | 1,582 | | |

| Total | | | $ | 5,805 | |

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

| 2026 | | | $ | 267 | | | | | $ | 133 | | | | | | | |

| 2027 | | | 250 | | | | | | 132 | | | | | | | | |

| 2028 | | | 235 | | | | | | 135 | | | | | | | | |

| 2029 | | | 204 | | | | | | 122 | | | | | | | | |

| 2030 | | | 184 | | | | | | 109 | | | | | | | | |

| Thereafter | | | 2,451 | | | | | | 1,780 | | | | | | | | |

| Total(2) | | | 3,591 | | | | | | 2,411 | | | | | | | | |

| 2023 | | | 1,341 | | | | | | 504.68 | | | | | | 677 | | |

| Outstanding at the end of 2024 | | | 2,799 | | | | | | $ | 463.24 | |

| Granted | | | 1,095 | | | | | | 883.46 | | |

| Forfeited | | | (92) | | | | | | 567.87 | | |

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

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

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 August [removed: 31, 2025,] [added: 30, 2026,] and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of our assets that could have a material effect on our financial statements.

Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of August [removed: 31, 2025,] [added: 30, 2026,] 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 August [removed: 31, 2025.][added: 30, 2026.]

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: 2025] [added: 2026] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal quarter ended August [removed: 31, 2025,] [added: 30, 2026,] 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.

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,” “Directors,” “Director Biographies,” and “Committees of the Board” in Costco’s Proxy Statement for its [removed: 2026] [added: 2027] annual meeting of shareholders, which will be filed with the SEC within 120 days of the end of our fiscal year (“Proxy Statement”).

We have adopted an Insider Trading Policy governing the purchase, [removed: sale] [added: sale,] and other dispositions of our securities by directors, [removed: officers] [added: officers,] and employees that is reasonably designed to promote compliance with insider trading laws, [removed: rules] [added: rules,] and regulations and any applicable listing standards.

A copy of our policy is incorporated herein by reference to Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended September 1, 2024.

A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

| 10.4* | | | | | | [Fiscal [removed: 2025] [added: 2026] Executive Bonus [removed: Plan](https://www.sec.gov/Archives/edgar/data/909832/000090983224000054/costex1018-k11424.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/909832/000090983225000107/costex1018-k101425.htm)] | | | | | | | | | | | | 8-K | | | | | | | | | | | | [removed: 11/7/2024] [added: 10/20/2025] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex21110k83125.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/909832/000090983226000093/costex21110k83026.htm)] | | | | | | x | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex23110k83125.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/909832/000090983226000093/costex23110k83026.htm)] | | | | | | x | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Rule 13a – 14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex31110k83125.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983226000093/costex31110k83026.htm)] | | | | | | x | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983225000101/costex32110k83125.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/909832/000090983226000093/costex32110k83026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.3.5* | | | | | | [2](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10310q112325.htm)[019 Stock Incentive Plan Res](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10310q112325.htm)[tricted Stock Unit Award Agreement - U.S. Employee (for awards granted beginning in Oc](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10310q112325.htm)[tober 20](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10310q112325.htm)[25).](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10310q112325.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/23/2025 | | | | | | 12/17/2025 | | |

| 10.3.6* | | | | | | [2](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10410q112325.htm)[019 Stock Incentive Plan Restricted Stock Unit Award Agreement - Non-U.S. Employee (for](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10410q112325.htm) [aw](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10410q112325.htm)[ards granted beginning in October 2025)](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10410q112325.htm)[.](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10410q112325.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/23/2025 | | | | | | 12/17/2025 | | |

| 10.5.2* | | | | | | [Executive Employment Agreement effective January 1, 2026, between Ron Vachris and Costco Wholesale Corporation](https://www.sec.gov/Archives/edgar/data/909832/000090983225000169/costex10210q112325.htm) | | | | | | | | | | | | 10-Q | | | | | | 11/23/2025 | | | | | | 12/17/2025 | | |

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

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

| | | | | | | Ron M. Vachris *Chief Executive Officer, [removed: President] [added: President,] and Director* | | | | | | | | | | | | Hamilton E. James *Chairman of the Board* | | |

| By | | | | | | /s/ HELENA B. FOULKES | | | | | | [added: By] | | | | | | /s/ SALLY JEWELL | | |

| | | | | | | Jeffrey S. Raikes *Director* | | | | | | | | | | | | [removed: John W. Stanton] [added: Gina M. Raimondo] *Director* | | |

| By | | | | | | /s/ [removed: MARY (MAGGIE) A. WILDEROTTER] [added: JOHN W. STANTON] | | | | | | [added: By] | | | | | | [added: /s/ MARY (MAGGIE) A. WILDEROTTER] | | |

| | | | | | | [removed: Mary (Maggie) A. Wilderotter] [added: John W. Stanton] *Director* | | | | | | | | | | | | [added: Mary (Maggie) A. Wilderotter *Director*] | | |

October 6, 2026

October 6, 2026

| By | | | | | | /s/ JEFFREY S. RAIKES | | | | | | By | | | | | | /s/ GINA M. RAIMONDO | | |

October 7, 2025

October 7, 2025

| By | | | | | | /s/ JEFFREY S. RAIKES | | | | | | By | | | | | | /s/ JOHN W. STANTON | | |