What changed in this filing

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Item 1. Financial Statements

2026-06-03 compared with 2026-03-11 · 71 added, 72 removed, 434 unchanged (25% of the section changed)

4 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

Net sales $ 69,154 $ 61,965 $ 203,374 $ 185,480

22 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

NET INCOME $ 2,192 $ 1,903 $ 6,228 $ 5,489

46 unchanged sentences

(amounts in millions) (unaudited)

12 Weeks Ended February 15, 2026

12 Weeks Ended May 10, 2026

Common Stock Additional

3 unchanged sentences

Shares (000s) Amount

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

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

Net income — — — — 2,192 2,192

4 unchanged sentences

Cash dividend declared — — — — ( 652 ) ( 652 )

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

12 Weeks Ended February 16, 2025

BALANCE AT MAY 10, 2026 443,514 $ 2 $ 8,683 $ ( 1,658 ) $ 26,482 $ 33,509

12 Weeks Ended May 11, 2025

Common Stock Additional

3 unchanged sentences

Shares (000s) Amount

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

Net income — — — — 1,903 1,903

4 unchanged sentences

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

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

BALANCE AT MAY 11, 2025 443,519 $ 2 $ 8,148 $ ( 1,915 ) $ 20,890 $ 27,125

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

2 unchanged sentences

(amounts in millions) (unaudited)

24 Weeks Ended February 15, 2026

36 Weeks Ended May 10, 2026

Common Stock Additional

10 unchanged sentences

Cash dividend declared — — — — ( 1,806 ) ( 1,806 )

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

24 Weeks Ended February 16, 2025

BALANCE AT MAY 10, 2026 443,514 $ 2 $ 8,683 $ ( 1,658 ) $ 26,482 $ 33,509

36 Weeks Ended May 11, 2025

Common Stock Additional

10 unchanged sentences

Cash dividend declared — — — — ( 1,607 ) ( 1,607 )

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

BALANCE AT MAY 11, 2025 443,519 $ 2 $ 8,148 $ ( 1,915 ) $ 20,890 $ 27,125

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

3 unchanged sentences

36 Weeks Ended

2026 February 16,

CASH FLOWS FROM OPERATING ACTIVITIES

19 unchanged sentences

Proceeds from short-term borrowings 459 616

Repayments of long-term debt ( 69 ) —

Tax withholdings on stock-based awards ( 361 ) ( 392 )

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

At May 10, 2026, Costco operated 928 warehouses worldwide:

637 in the United States (U.S.) located in 47 states, Washington, D.C., and Puerto Rico, 115 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 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.

References to the third quarter of 2026 and 2025 relate to the 12-week fiscal quarters ended May 10, 2026, and May 11, 2025.

References to the first thirty-six weeks of 2026 and 2025 relate to the 36 weeks ended May 10, 2026, and May 11, 2025.

Use of Estimates

16 unchanged sentences

The Company's investments were as follows:

February 15, 2026:

May 10, 2026:

Basis Unrealized

Gains, Net Recorded

Losses, Net Recorded

Available-for-sale:

11 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 February 15, 2026, or August 31, 2025.

Gross unrealized holding gains and losses on available-for-sale securities were not material for the periods ended May 10, 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 half of 2026 or 2025.

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

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

The maturities of available-for-sale and held-to-maturity securities at May 10, 2026, are as follows:

Available-For-Sale Held-To-Maturity

15 unchanged sentences

(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 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.

On May 10, 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 thirty-six weeks 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 half of 2026 or 2025.

There were no fair value adjustments to these items during the first thirty-six weeks 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 $ 5,384 and $ 5,370 at February 15, 2026, and August 31, 2025.

In March 2026, the Company's Japan subsidiary repaid $ 69 of its Guaranteed Senior Notes.

The fair value of the Company's long-term debt, including the current portion, was approximately $ 5,259 and $ 5,370 at May 10, 2026, and August 31, 2025.

Note 5—Equity

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.

A quarterly cash dividend of $ 1.47 per share was declared on April 15, 2026, and paid on May 15, 2026.

The dividend was $ 1.30 per share in the third 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 February 15, 2026, the remaining amount available under the program was $ 1,542 .

At May 10, 2026, the remaining amount available under the program was $ 1,359 .

The following table summarizes the repurchase activity:

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

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

Third quarter of 2026 184 $ 997.47 $ 183

First thirty-six weeks of 2026 638 $ 945.46 $ 603

Third quarter of 2025 215 $ 976.71 $ 210

First thirty-six weeks of 2025 658 $ 946.64 $ 623

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.

5 unchanged sentences

Summary of Restricted Stock Unit Activity

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

At May 10, 2026, 5,252,000 shares were available to be granted as RSUs, and the following awards were outstanding:

• 1,908,000 time-based RSUs, which vest upon continued employment over specified periods.

4 unchanged sentences

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:

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

The following table summarizes RSU transactions during the first thirty-six weeks of 2026:

Units (in 000s) Weighted-Average

4 unchanged sentences

Forfeited ( 65 ) 694.61

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.

Outstanding at May 10, 2026 2,035 $ 727.45

The remaining unrecognized compensation cost related to RSUs unvested at May 10, 2026, was $ 1,092 , and the weighted-average period over which this cost will be recognized is 1.6 years.

Summary of Stock-Based Compensation

1 unchanged sentence

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

Stock-based compensation expense

5 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

$ 2,192 $ 1,903 $ 6,228 $ 5,489

4 unchanged sentences

444,430 444,762 444,455 444,846

Anti-dilutive RSUs

Anti-dilutive shares are excluded from the calculation of diluted shares and earnings per diluted share because their impact would increase earnings per diluted shares.

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period.

6 unchanged sentences

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.

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.

If the loss contingency at issue is not both probable and reasonably estimable, the Company does not establish an accrual, but monitors for developments that make the contingency both probable and reasonably estimable.

26 unchanged sentences

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

A second class action was filed in March 2026 alleging failure to provide meal periods and to compensate for violations, seeking similar relief.

Costco Wholesale Corp.

26-2-09459-5;

King County Superior Court).

The Company has denied the material allegations of the complaints.

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.

In re National Prescription Opiate Litigation (MDL No.

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.

Cases filed against the Company by counties and cities in Michigan, New Jersey, Oregon, Virginia and South Carolina, a hospital in Texas, 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 have been resolved or dismissed.

A claim by a third-party payor in Ohio and actions filed on behalf of infants born with opioid-related medical conditions in 40 states remain in the MDL.

A claim against the Company filed in federal court outside the MDL by one county in Georgia is 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.

Claims against the Company in federal court in Georgia and Florida have been dismissed.

The Company is defending all of the pending matters except for a small number that have been resolved for immaterial amounts.

The Company is defending all of the pending matters remaining.

Between September 25 and October 31, 2023, five class action suits were filed against the Company alleging privacy law violations stemming from pixel trackers on Costco.com:

Costco Wholesale Corp., No.

Costco Wholesale

C23-02416, Contra Costa County Superior Court;

Costco Wholesale Corp., No.

Costco Wholesale Corp.

2:23-cv-08808 (C.D.

Cal.), now consolidated with R.S.

Costco Wholesale Corp., No.

Costco Wholesale Corp.

2:23-cv-01628 (W.D.

Groves, et ano., v.

Costco Wholesale Corp., No.

Costco Wholesale Corp.

2:23-cv-01662 (W.D.

Wash.), and Castillo v.

Costco Wholesale Corp., under No.

Costco Wholesale Corp.

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

7 unchanged sentences

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

The Birdwell case was dismissed with prejudice in March 2026.

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:

7 unchanged sentences

The Glazer action was subsequently dismissed without prejudice.

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

Attorney's Office, Western District of Washington, requesting documents.

The government is conducting a False Claims Act investigation concerning whether the Company presented or caused to be presented to the federal government for payment false claims relating to prescription medications.

An amended complaint was filed in the Salisbury case on March 9, 2026, adding Glazer as an additional named plaintiff.

The Company filed a motion to dismiss Salisbury in April 2026.

In March 2026, four class actions were filed against the Company seeking a refund of tariffs paid by the Company under the International Emergency Economic Powers Act (“IEEPA”) that were passed on to members through higher prices.

The complaints allege violations of state consumer protection laws and equitable doctrines:

Stockov, et al.

Costco Wholesale Corp., Case No.

26-cv-02734 (N.D.

Gower, et al.

Costco Wholesale Corp., Case No.

26-2-08898-5SEA (King County Superior Court);

Ortiz, et al.

Costco Wholesale Corp., Case No.

3:26-cv-01164-CVR (D.P.R.);

and Briggs, et al.

Costco Wholesale Corp., Case No.

2:26-cv-01064 (W.D.

The Company has filed motions to dismiss in Stockov and Gower.

The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows;

6 unchanged sentences

The chief operating decision maker (CODM) is the Company's President and Chief Executive Officer.

The CODM utilizes operating income, as reported in the condensed consolidated statement of income, along with internal management reports, in evaluating performance and allocating resources.

The CODM uses the metrics outlined in the table below, along with internal management reports, to evaluate performance, monitor actual results versus budget and prior year results, and make strategic and operational resource allocation decisions.

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

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

United States

23 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

United States

24 unchanged sentences

12 Weeks Ended 36 Weeks Ended

2026 February 16,

2025 February 15,

2026 February 16,

Foods and Sundries $ 26,533 $ 25,149 $ 80,625 $ 75,323

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