2 unchanged sentences
Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure.
−Removed: 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 September 1, 2024, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
+Added: 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 31, 2025, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Management's Annual Report on Internal Control Over Financial Reporting
7 unchanged sentences
Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Under the supervision of and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of September 1, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).
−Removed: Based on its assessment, management has concluded that our internal control over financial reporting was effective as of September 1, 2024.
+Added: 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 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).
+Added: Based on its assessment, management has concluded that our internal control over financial reporting was effective as of 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 Item 8 of this Report.
2 unchanged sentences
Item 9B—Other Information
−Removed: During the fiscal quarter ended September 1, 2024, 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.
+Added: During the fiscal quarter ended 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.
Item 9C—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
3 unchanged sentences
The information required by this Item concerning our directors and nominees for director is incorporated herein by reference to the sections entitled “Proposal 1:
−Removed: Election of Directors,” “Directors” and “Committees of the Board” in Costco’s Proxy Statement for its 2025 annual meeting of shareholders, which will be filed with the SEC within 120 days of the end of our fiscal year (“Proxy Statement”).
+Added: Election of Directors,” “Directors,” “Director Biographies,” and “Committees of the Board” in Costco’s Proxy Statement for its 2026 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, sale and other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.
1 unchanged sentence
Item 11—Executive Compensation
−Removed: The information required by this Item is incorporated herein by reference to the sections entitled “Compensation of Directors,” “Executive Compensation,” and “Compensation Discussion and Analysis” in Costco’s Proxy Statement.
+Added: The information required by this Item is incorporated herein by reference to the sections entitled “Compensation of Directors” and “Executive Compensation” in Costco’s Proxy Statement.
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
Item 13—Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this Item is incorporated herein by reference to the sections entitled “Proposal 1:
−Removed: 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 “Report of the Audit Committee” in Costco’s Proxy Statement.
+Added: The information required by this Item is incorporated herein by reference to the sections entitled “Certain Relationships and Transactions” and "Committees of the Board" in Costco’s Proxy Statement.
Item 14—Principal Accounting Fees and Services
8 unchanged sentences
(b) Exhibits:
−Removed: The required exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
+Added: The required exhibits are filed or furnished as part of this Annual Report on Form 10-K or are incorporated herein by reference.
Incorporated by Reference
18 unchanged sentences
8-K 5/16/2017
−Removed: 4.7 Form of 3.000% Senior Notes due May 18, 2027
−Removed: 8-K 5/16/2017
4.7 Description of Common Stock
4 unchanged sentences
DEF 14 12/17/2019
+Added: 10.3* Seventh Restated 2002 Stock Incentive Plan
+Added: DEF 14A 12/19/2014
Incorporated by Reference
1 unchanged sentence
Herewith Form Period Ended Filing Date
−Removed: 10.3* Seventh Restated 2002 Stock Incentive Plan
−Removed: DEF 14A 12/19/2014
10.3.1* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Employee
8 unchanged sentences
8-K 11/7/2024
−Removed: 10.5* Executive Employment Agreement, effective January 1, 2017, between W.
−Removed: Craig Jelinek and Costco Wholesale Corporation
−Removed: 10-Q 11/20/2016 12/16/2016
−Removed: 10.5.1* Extension of the Term of the Executive Employment Agreement, effective January 1, 2019, between W.
−Removed: Craig Jelinek and Costco Wholesale Corporation
−Removed: 10-Q 11/25/2018 12/20/2018
−Removed: 10.5.2* Extension of the Term of the Executive Employment Agreement, effective January 1, 2020, between W.
−Removed: Craig Jelinek and Costco Wholesale Corporation
−Removed: 10-Q 11/24/2019 12/23/2019
−Removed: 10.5.3* Extension of the Term of the Executive Employment Agreement, effective January 1, 2021, between W.
−Removed: Craig Jelinek and Costco Wholesale Corporation
−Removed: 10-Q 11/22/2020 12/16/2020
−Removed: 10.5.4* Extension of the Term of the Executive Employment Agreement, effective January 1, 2022, between W.
−Removed: Craig Jelinek and Costco Wholesale Corporation
+Added: 10.5* Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation
10-Q 11/26/2023 12/20/2023
−Removed: 10.5.5* Extension of the Term of the Executive Employment Agreement, effective January 1, 2023, between W.
−Removed: Craig Jelinek and Costco Wholesale Corporation
+Added: 10.5.1* Executive Employment Agreement effective January 1, 2025, between Ron Vachris and Costco Wholesale Corporation
10-Q 11/24/2024 12/19/2024
−Removed: Incorporated by Reference
−Removed: Number Exhibit Description Filed
−Removed: Herewith Form Period Ended Filing Date
10.6 Form of Indemnification Agreement
3 unchanged sentences
Citibank, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q/A 5/10/2015 8/31/2015
−Removed: 10.8.1** First Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 11/22/2015 12/17/2015
−Removed: 10.8.2** Second Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 2/14/2016 3/9/2016
−Removed: 10.8.3** Third Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-K 8/28/2016 10/12/2016
−Removed: 10.8.4** Fourth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 2/18/2018 3/15/2018
−Removed: 10.8.5** Fifth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
+Added: Co-Branded Credit Card Agreement and amendments 1 through 13
10-Q 2/16/2025 3/13/2025
−Removed: Sixth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
+Added: 19.1 Insider Trading Policy
10-K 9/1/2024 10/9/2024
−Removed: 10.8.7 Seventh Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 2/14/2021 3/10/2021
−Removed: 10.8.8 Eighth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 2/13/2022 3/10/2022
−Removed: 10.8.9 Ninth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 11/20/2022 12/29/2022
−Removed: 10.8.10 Tenth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 11/20/2022 12/29/2022
−Removed: 10.8.11 Eleventh Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
−Removed: 10-Q 2/12/2023 3/9/2023
−Removed: Twelfth Amendment to Citi, N.A.
−Removed: Co-Branded Credit Card Agreement
+Added: 97.1 Costco Wholesale Corporation Incentive Compensation Clawback Policy
10-K 9/1/2024 10/9/2024
−Removed: 10.9* Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation
−Removed: 10-Q 11/26/2023 12/20/2023
−Removed: 19.1 Insider Trading Policy
21.1 Subsidiaries of the Company
23.1 Consent of Independent Registered Public Accounting Firm
−Removed: Incorporated by Reference
−Removed: Number Exhibit Description Filed
−Removed: Herewith Form Period Ended Filing Date
−Removed: 97.1 Costco Wholesale Corporation Incentive Compensation Clawback Policy
31.1 Rule 13a – 14(a) Certifications
3 unchanged sentences
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x
+Added: Incorporated by Reference
+Added: Number Exhibit Description Filed
+Added: Herewith Form Period Ended Filing Date
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x
4 unchanged sentences
* Management contract, compensatory plan or arrangement.
−Removed: ** Portions of this exhibit have been omitted under a confidential treatment order issued by the Securities and Exchange Commission.
+Added: ** Furnished herewith
# Certain information in this exhibit has been omitted because it is (i) immaterial and (ii) customarily and actually treated by the registrant as private or confidential.
14 unchanged sentences
By /s/ G ARY M ILLERCHIP
−Removed: By /s/ D ANIEL M.
+Added: By /s/ T IFFANY M .
Gary Millerchip
6 unchanged sentences
By /s/ H ELENA B.
−Removed: By /s/ R ICHARD A.
−Removed: Executive Vice President and Director
−Removed: C RAIG J ELINEK
−Removed: By /s/ S ALLY J EWELL
−Removed: Craig Jelinek
+Added: /s/ S ALLY J EWELL
By /s/ J EFFREY S.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.