COSTCO WHOLESALE CORP /NEW 10-K

Item 9A—Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. 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, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 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). 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. Changes in Internal Control Over Financial Reporting 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 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 64 Table of Contents Item 9B—Other Information 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 Not Applicable. PART III Item 10—Directors, Executive Officers and Corporate Governance Information relating to the availability of our code of ethics for senior financial officers and a list of our executive officers appear in Part I, Item 1 of this Report. The information required by this Item concerning our directors and nominees for director is incorporated herein by reference to the sections entitled “Proposal 1: Election of Directors,” “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. A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Item 11—Executive Compensation 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 The information required by this Item is incorporated herein by reference to the section entitled “Principal Shareholders” and “Equity Compensation Plan Information” in Costco’s Proxy Statement. Item 13—Certain Relationships and Related Transactions, and Director Independence 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 Our independent registered public accounting firm is KPMG LLP , Seattle, WA , Auditor Firm ID: 185 . The information required by this Item is incorporated herein by reference to the sections entitled “Independent Public Accountants” in Costco’s Proxy Statement. 65 Table of Contents PART IV Item 15—Exhibits, Financial Statement Schedules (a) Documents filed as part of this report are as follows: 1. Financial Statements: See the listing of Financial Statements included as a part of this Form 10-K in Item 8 of Part II. 2. Financial Statement Schedules: All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto. (b) Exhibits: 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 Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date 3.1 Articles of Incorporation as amended of Costco Wholesale Corporation 10-K 8/28/2022 10/5/2022 3.2 Bylaws as amended of Costco Wholesale Corporation 8-K 9/20/2024 4.1 First Supplemental Indenture between Costco Wholesale Corporation and U.S. Bank National Association, as Trustee, dated as of March 20, 2002 (incorporated by reference to Exhibits 4.1 and 4.2 to the Company's Current Report on the Form 8-K filed on March 25, 2002) 8-K 3/25/2002 4.2 Form of 1.375% Senior Notes due June 20, 2027 8-K 4/17/2020 4.3 Form of 1.600% Senior Notes due April 20, 2030 8-K 4/17/2020 4.4 Form of 1.750% Senior Notes due April 20, 2032 8-K 4/17/2020 4.5 Form of 2.750% Senior Notes due May 18, 2024 8-K 5/16/2017 4.6 Form of 3.000% Senior Notes due May 18, 2027 8-K 5/16/2017 4.7 Description of Common Stock 10-K 8/28/2022 10/5/2022 10.1* Costco Wholesale Executive Health Plan 10-K 9/2/2012 10/19/2012 10.2* 2019 Incentive Plan DEF 14 12/17/2019 10.3* Seventh Restated 2002 Stock Incentive Plan DEF 14A 12/19/2014 66 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date 10.3.1* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Employee 10-Q 11/24/2019 12/23/2019 10.3.2* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement - Non-U.S. Employee 10-Q 11/24/2019 12/23/2019 10.3.3* 2019 Stock Incentive Plan Restricted Stock Unit Award Agreement-Non-Executive Director 10-Q 11/24/2019 12/23/2019 10.3.4* 2019 Stock Incentive Plan Letter Agreement for 2020 Performance-Based Restricted Stock Units-Executive 10-Q 11/24/2019 12/23/2019 10.4* Fiscal 2025 Executive Bonus Plan 8-K 11/7/2024 10.5* Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation 10-Q 11/26/2023 12/20/2023 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 10.6 Form of Indemnification Agreement 14A 12/13/1999 10.7* Deferred Compensation Plan 10-K 9/1/2013 10/16/2013 10.8 # Citibank, N.A. Co-Branded Credit Card Agreement and amendments 1 through 13 10-Q 2/16/2025 3/13/2025 19.1 Insider Trading Policy 10-K 9/1/2024 10/9/2024 97.1 Costco Wholesale Corporation Incentive Compensation Clawback Policy 10-K 9/1/2024 10/9/2024 21.1 Subsidiaries of the Company x 23.1 Consent of Independent Registered Public Accounting Firm x 31.1 Rule 13a – 14(a) Certifications x 32.1** Section 1350 Certifications 101.INS Inline XBRL Instance Document x 101.SCH Inline XBRL Taxonomy Extension Schema Document x 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x 67 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document x 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) x _____________________ * Management contract, compensatory plan or arrangement. ** 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. (c) Financial Statement Schedules—None. Item 16—Form 10-K Summary None. 68 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. October 7, 2025 C OSTCO W HOLESALE C ORPORATION (Registrant) By /s/ G ARY M ILLERCHIP Gary Millerchip Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. October 7, 2025 By /s/ R ON M. V ACHRIS By /s/ H AMILTON E. J AMES Ron M. Vachris Chief Executive Officer, President and Director Hamilton E. James Chairman of the Board By /s/ G ARY M ILLERCHIP By /s/ T IFFANY M . B ARBRE Gary Millerchip Executive Vice President and Chief Financial Officer (Principal Financial Officer) Tiffany M. Barbre Senior Vice President and Corporate Controller (Principal Accounting Officer) By /s/ S USAN L. D ECKER By /s/ K ENNETH D. D ENMAN Susan L. Decker Director Kenneth D. Denman Director By /s/ H ELENA B. F OULKES /s/ S ALLY J EWELL Helena B. Foulkes Director Sally Jewell Director By /s/ J EFFREY S. R AIKES By /s/ J OHN W. S TANTON Jeffrey S. Raikes Director John W. Stanton Director By /s/ M ARY (M AGGIE) A. W ILDEROTTER Mary (Maggie) A. Wilderotter Director 69