What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-03-11 compared with 2025-12-17 · 119 added, 53 removed, 387 unchanged (31% of the section changed)

3 unchanged sentences

(amounts in millions, except per share data) (unaudited)

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

Net sales $ 68,242 $ 62,530 $ 134,220 $ 123,515

21 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

NET INCOME $ 2,035 $ 1,788 $ 4,036 $ 3,586

46 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended November 23, 2025

12 Weeks Ended February 15, 2026

Common Stock Additional

Capital Accumulated

Comprehensive Loss Retained

Comprehensive Income (Loss)

Earnings Total

Shares (000s) Amount

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

BALANCE AT NOVEMBER 23, 2025 443,919 $ 2 $ 8,408 $ ( 1,976 ) $ 23,869 $ 30,303

Net income — — — — 2,035 2,035

4 unchanged sentences

Cash dividend declared — — — — ( 577 ) ( 577 )

BALANCE AT FEBRUARY 15, 2026 443,692 $ 2 $ 8,570 $ ( 1,606 ) $ 25,121 $ 32,087

12 Weeks Ended February 16, 2025

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss)

Earnings Total

Shares (000s) Amount

BALANCE AT NOVEMBER 24, 2024 443,942 $ 2 $ 7,901 $ ( 2,152 ) $ 18,700 $ 24,451

12 Weeks Ended November 24, 2024

Net income — — — — 1,788 1,788

Foreign-currency translation adjustment and other, net — — — ( 90 ) — ( 90 )

Stock-based compensation — — 151 — — 151

Release of vested RSUs, including tax effects 1 — ( 1 ) — — ( 1 )

Repurchases of common stock ( 213 ) — ( 4 ) — ( 203 ) ( 207 )

Cash dividend declared — — — — ( 515 ) ( 515 )

BALANCE AT FEBRUARY 16, 2025 443,730 $ 2 $ 8,047 $ ( 2,242 ) $ 19,770 $ 25,577

The accompanying notes are an integral part of these condensed consolidated financial statements.

COSTCO WHOLESALE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(amounts in millions) (unaudited)

24 Weeks Ended February 15, 2026

Common Stock Additional

Capital Accumulated

Comprehensive Loss Retained

Comprehensive Income (Loss) Retained

Earnings Total

Shares (000s) Amount

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

Net income — — — — 4,036 4,036

Foreign-currency translation adjustment and other, net — — — 164 — 164

Stock-based compensation — — 655 — — 655

Release of vested RSUs, including tax effects 909 — ( 358 ) — — ( 358 )

Repurchases of common stock ( 454 ) — ( 9 ) — ( 411 ) ( 420 )

Cash dividend declared — — — — ( 1,154 ) ( 1,154 )

BALANCE AT FEBRUARY 15, 2026 443,692 $ 2 $ 8,570 $ ( 1,606 ) $ 25,121 $ 32,087

24 Weeks Ended February 16, 2025

Common Stock Additional

Capital Accumulated

Comprehensive Income (Loss)

Earnings Total

Shares (000s) Amount

BALANCE AT SEPTEMBER 1, 2024 443,126 $ 2 $ 7,829 $ ( 1,828 ) $ 17,619 $ 23,622

5 unchanged sentences

Cash dividend declared — — — — ( 1,030 ) ( 1,030 )

BALANCE AT NOVEMBER 24, 2024 443,942 $ 2 $ 7,901 $ ( 2,152 ) $ 18,700 $ 24,451

BALANCE AT FEBRUARY 16, 2025 443,730 $ 2 $ 8,047 $ ( 2,242 ) $ 19,770 $ 25,577

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

24 Weeks Ended

2025 November 24,

2026 February 16,

CASH FLOWS FROM OPERATING ACTIVITIES

33 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Cash dividend declared, but not yet paid $ — $ 515

Financing lease assets obtained in exchange for new or modified leases $ 58 $ 103

8 unchanged sentences

Costco Wholesale Corporation (Costco or the Company), a Washington corporation, and its subsidiaries operate membership warehouses based on the concept that offering members low prices on a limited selection of nationally-branded and private-label products in a wide range of merchandise categories will produce high sales volumes and rapid inventory turnover.

At November 23, 2025, Costco operated 921 warehouses worldwide:

At February 15, 2026, Costco operated 924 warehouses worldwide:

634 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 114 in Canada, 42 in Mexico, 37 in Japan, 29 in the United Kingdom (U.K.), 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, three in France, two in Sweden and one each in Iceland and New Zealand.

11 unchanged sentences

Fiscal 2026 is a 52-week year ending on August 30, 2026.

References to the first quarter of 2026 and 2025 relate to the 12-week fiscal quarters ended November 23, 2025, and November 24, 2024.

References to the second quarter of 2026 and 2025 relate to the 12-week fiscal quarters ended February 15, 2026, and February 16, 2025.

References to the first half of 2026 and 2025 relate to the 24 weeks ended February 15, 2026, and February 16, 2025.

Use of Estimates

6 unchanged sentences

Recent Accounting Pronouncements Not Yet Adopted By The Company

In December 2023, the FASB issued ASU 2023-09, which requires public business entities on an annual basis to disclose specific categories in the income-tax rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and disclose certain information about income taxes paid.

The standard is effective for annual periods beginning after December 15, 2024, with early adoption

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, which requires public business entities on an annual basis to disclose specific categories in the income-tax rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and disclose

certain information about income taxes paid.

The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

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

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments should be applied on a prospective basis.

These standards should be applied on a prospective basis.

Retrospective application is permitted.

2 unchanged sentences

The Company's investments were as follows:

November 23, 2025:

February 15, 2026:

Basis Unrealized

13 unchanged sentences

Total short-term investments $ 1,120 $ 3 $ 1,123

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended November 23, 2025, or August 31, 2025.

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended February 15, 2026, or August 31, 2025.

At those dates, there were no available-for-sale securities in a material continuous unrealized-loss position.

There were no sales of available-for-sale securities during the first quarter of 2026 or 2025.

The maturities of available-for-sale and held-to-maturity securities at November 23, 2025, are as follows:

There were no sales of available-for-sale securities during the first half of 2026 or 2025.

The maturities of available-for-sale and held-to-maturity securities at February 15, 2026, are as follows:

Available-For-Sale Held-To-Maturity

11 unchanged sentences

Forward foreign-exchange contracts, in (liability) position (1)

( 18 ) ( 14 )

Total $ 785 $ 778

1 unchanged sentence

(1) The asset and liability values are included in other current assets and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets.

On November 23, 2025, and August 31, 2025, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis.

There were no transfers between levels during the first quarter of 2026 or 2025.

On February 15, 2026, and August 31, 2025, the Company did not hold any Level 1 or 3 financial assets or liabilities that were measured at fair value on a recurring basis.

There were no transfers between levels during the first half of 2026 or 2025.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

1 unchanged sentence

These assets are measured at fair value if determined to be impaired.

There were no fair value adjustments to these items during the first quarter of 2026 or 2025.

There were no fair value adjustments to these items during the first half of 2026 or 2025.

The carrying value of the Company’s long-term debt consisted of the following:

15 unchanged sentences

Other long-term debt consists of Guaranteed Senior Notes issued by the Company's Japan subsidiary, valued using Level 3 inputs.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,342 and $ 5,370 at November 23, 2025, and August 31, 2025.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,384 and $ 5,370 at February 15, 2026, and August 31, 2025.

Note 5—Equity

A quarterly cash dividend of $ 1.30 per share was declared on October 15, 2025, and paid on November 14, 2025.

The dividend was $ 1.16 per share in the first quarter of 2025.

A quarterly cash dividend of $ 1.30 per share was declared on January 15, 2026, and paid on February 13, 2026.

The dividend was $ 1.16 per share in the second quarter of 2025.

Stock Repurchase Programs

The Company's stock repurchase program is conducted under a $ 4,000 authorization by the Board of Directors, which expires in January 2027.

At November 23, 2025, the remaining amount available under the program was $ 1,752 .

At February 15, 2026, the remaining amount available under the program was $ 1,542 .

The following table summarizes the repurchase activity:

Shares Repurchased (000s) Average Price per Share Total Cost

First quarter of 2026 225 $ 932.02 $ 210

First quarter of 2025 230 $ 899.23 $ 206

Second quarter of 2026 229 $ 917.02 $ 210

First half of 2026 454 $ 924.46 $ 420

Second quarter of 2025 213 $ 967.29 $ 207

First half of 2025 443 $ 932.03 $ 413

These amounts may differ from the accompanying condensed consolidated statements of cash flows due to changes in unsettled stock repurchases at the end of each quarter.

Purchases are made from time to time, as conditions warrant, in the open market or in block purchases and pursuant to plans under SEC Rule 10b5-1.

Purchases are made from time to time, as conditions warrant, potentially including the open market, block purchases and pursuant to plans under SEC Rule 10b5-1.

Note 6—Stock-Based Compensation

3 unchanged sentences

Summary of Restricted Stock Unit Activity

At November 23, 2025, 5,199,000 shares were available to be granted as RSUs, and the following awards were outstanding:

At February 15, 2026, 5,234,000 shares were available to be granted as RSUs, and the following awards were outstanding:

• 1,934,000 time-based RSUs, which vest upon continued employment over specified periods.

3 unchanged sentences

• 67,000 performance-based RSUs granted to executive officers, subject to achievement of performance targets for 2026, as determined by the Compensation Committee of the Board of Directors after the end of the fiscal year.

These awards are not included in the table below or in the amount of unrecognized compensation cost.

The following table summarizes RSU transactions during the first quarter of 2026:

These awards are included in the table below and in the amount of unrecognized compensation cost.

The Company recognized compensation expense for these awards in the second quarter of 2026, as it is currently deemed probable that the targets will be achieved.

The following table summarizes RSU transactions during the first half of 2026:

Units (in 000s) Weighted-Average

4 unchanged sentences

Forfeited ( 47 ) 686.29

Outstanding at November 23, 2025 2,032 $ 720.32

The remaining unrecognized compensation cost related to RSUs unvested at November 23, 2025, was $ 1,355 , and the weighted-average period over which this cost will be recognized is 1.7 years.

Outstanding at February 15, 2026 2,061 $ 727.17

The remaining unrecognized compensation cost related to RSUs unvested at February 15, 2026, was $ 1,224 , and the weighted-average period over which this cost will be recognized is 1.6 years.

Summary of Stock-Based Compensation

The following table summarizes stock-based compensation expense and the related tax benefits:

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

Stock-based compensation expense

$ 166 $ 151 $ 652 $ 614

Less recognized income tax benefits 34 28 151 129

2 unchanged sentences

The following table shows the amounts used in computing net income per share and the weighted average number of shares of basic and of potentially dilutive common shares outstanding (shares in 000s):

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

$ 2,035 $ 1,788 $ 4,036 $ 3,586

1 unchanged sentence

443,946 443,982 443,954 443,985

RSUs 474 904 514 903

Weighted average diluted shares

7 unchanged sentences

The Company is involved in many claims, proceedings and litigations arising from its business and property ownership.

In accordance with accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and

reasonably estimable.

In accordance with accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and reasonably estimable.

There may be actual losses in excess of amounts accrued.

The Company monitors those matters for developments that would affect the likelihood of a loss (taking into account where applicable indemnification arrangements concerning suppliers and insurers) and the accrued amount, if any, thereof, and adjusts the amount as appropriate.

The Company monitors those matters for developments that would affect the likelihood of a loss (considering where applicable indemnification arrangements concerning suppliers and insurers) and the accrued amount, if any, thereof, and adjusts the amount as appropriate.

The Company has recorded an immaterial accrual with respect to some matters described below, in addition to other immaterial accruals for matters not described below.

23 unchanged sentences

The Company's motion to stay the action was granted on November 13, 2025.

In January 2026, a class action on behalf of Washington employees was filed against the Company alleging failure to provide meal periods and rest breaks and to compensate for violations, wage theft, and failure to furnish accurate wage statements.

The complaint seeks compensatory and exemplary damages, interest, and attorneys' fees.

Costco Wholesale Corp.

26-2-02879-6, King County Superior Court).

Beginning in December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous cases concerning the impacts of opioid abuses filed against various defendants by counties, cities, hospitals, Native American tribes, third-party payors, and others.

1 unchanged sentence

Included are cases filed against the Company by counties and cities in Michigan, New Jersey, Oregon, Virginia and South Carolina, a third-party payor in Ohio, and a hospital in Texas, class actions filed on behalf of infants born with opioid-related medical conditions in 40 states, and class actions and individual actions filed on behalf of individuals seeking to recover alleged increased insurance costs associated with opioid abuse in 43 states and American Samoa.

Claims against the Company filed in federal court outside the MDL by one county in Georgia are pending, and claims filed by certain cities and counties in New York are pending in state court, as are claims by certain county district attorneys in Pennsylvania.

Claims against the Company filed in federal court outside the MDL by one county in Georgia are pending, and

claims filed by certain cities and counties in New York are pending in state court, as are claims by certain county district attorneys in Pennsylvania.

Claims against the Company in state courts in New Jersey, Oklahoma, Utah, and Arizona have been dismissed.

15 unchanged sentences

2:34-cv-01548 (W.D.

The Castillo plaintiffs filed a consolidated complaint on January 26, 2024, which seeks damages, equitable relief and attorneys’ fees

under various statutes, including the Washington Consumer Protection Act, Washington Privacy Act, Washington Uniform Health Care Information Act, Electronic Communications Privacy Act, California Invasion of Privacy Act, and California Confidentiality of Medical Information Act.

The Castillo plaintiffs filed a consolidated complaint on January 26, 2024, which seeks damages, equitable relief and attorneys’ fees under various statutes, including the Washington Consumer Protection Act, Washington Privacy Act, Washington Uniform Health Care Information Act, Electronic Communications Privacy Act, California Invasion of Privacy Act, and California Confidentiality of Medical Information Act.

The consolidated complaint also alleges breach of implied contract, invasion of privacy, conversion, and unjust enrichment.

5 unchanged sentences

The Company is in the process of responding to both agencies.

In October and November 2025, two class actions were filed against the Company alleging violations of consumer protection and other laws arising from the Company’s sale of Kirkland Signature tequila products in the United States:

Costco Wholesale Corp.

1:25-cv-25057 (S.D.

and Salisbury et al.

Costco Wholesale Corp.

2:25-cv-02277 (W.D.

Plaintiffs allege that the Company’s Kirkland Signature tequilas are labeled “100% de Agave” but contain alcohol derived from non-agave sugars.

They seek damages, statutory penalties, punitive and treble damages, and disgorgement.

The Glazer action was subsequently dismissed without prejudice.

In January 2023 the Company received a Civil Investigative Demand from the U.S.

11 unchanged sentences

The following table provides the revenue, significant expenses, and operating income for the Company's reportable segments:

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

United States

17 unchanged sentences

Other income (1)

115 106 235 216

Income before income taxes $ 2,721 $ 2,422 $ 5,304 $ 4,728

2 unchanged sentences

The following table provides depreciation and amortization and additions to property and equipment for the Company's reportable segments:

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

United States

23 unchanged sentences

sales from e-commerce sites and business centers have been allocated to the applicable merchandise categories:

12 Weeks Ended

2025 November 24,

12 Weeks Ended 24 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

Foods and Sundries $ 27,149 $ 25,112 $ 54,092 $ 50,174

5 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.

What changed 10-Q

Item 1. Financial Statements