COST 8-K Current Reports

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Oct 16, 2026)

Costco Wholesale Corporation (COST) has filed an 8-K report detailing the compensation structure for its executive officers for fiscal year 2027. The filing outlines the approved bonus criteria, emphasizing a performance-driven approach tied to key financial metrics and expanding to include environmental and social objectives. This demonstrates a commitment to aligning executive incentives with both company performance and broader ESG (Environmental, Social, and Governance) goals. Investors should note the specific bonus targets for the Chief Executive Officer (CEO) and other executive officers, which include significant components based on sales and pre-tax income. The potential for variable payouts, ranging from zero up to 120% of target amounts, highlights the company's emphasis on achieving and exceeding performance goals. The inclusion of environmental and social metrics signifies a strategic move to integrate sustainability into executive compensation, reflecting evolving corporate responsibility expectations.

Oct 16, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Oct 14, 2026)

Costco Wholesale Corporation (Nasdaq: COST) disclosed in this Form 8-K, filed October 14, 2026, that its Board of Directors declared a quarterly cash dividend of $1.47 per common share. The dividend is payable November 13, 2026, to shareholders of record at the close of business on October 30, 2026. The filing is a routine capital-return announcement under Item 8.01 (Other Events) and contains no earnings, guidance, or other financial results. For investors, the key takeaways are the dividend amount, the record and payment dates, and the implied yield on the stock. If the $1.47 quarterly rate is maintained, it annualizes to $5.88 per share. The press release also reports that Costco operates 939 warehouses across 14 countries and territories, and it includes standard forward-looking statement cautions covering economic conditions, competition, tariffs, labor costs, and other risks. The filing does not disclose whether the dividend is a change from the prior quarterly rate, so investors should compare it with the company's previous declarations to assess dividend growth. Revenue, margins, and comparable sales trends would need to come from the company's periodic reports and earnings releases.

Oct 14, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Sep 24, 2026)

Costco reported fourth-quarter fiscal 2026 results (16 weeks ended August 30, 2026) and full-year results (52 weeks). Q4 net sales rose 11.2% to $93.9 billion, and total revenue rose 11.1% to $95.7 billion including membership fees of $1.85 billion, up 7.3%. Q4 net income was $3.0 billion, or $6.75 per diluted share, up from $5.87 a year earlier. Management said the quarter included a non-recurring $0.15 per diluted share benefit from IEEPA tariff refunds, net of partial reinvestment in member prices. Excluding that benefit, net income grew about 12.3% and EPS about 12.4%. For the full year, net sales grew 10.1% to $297.2 billion and diluted EPS rose 14.0% to $20.76. Comparable sales were strong. Total company comparable sales grew 9.4% in Q4, or 6.7% excluding gasoline prices and foreign exchange, with U.S. adjusted comps at 7.2%. Traffic grew 3.3% and adjusted ticket grew 3.3%. Digitally-enabled comparable sales rose 19.5%, or 19.8% excluding FX. Engagement metrics held up: worldwide renewal was 89.8%, U.S. and Canada renewal was 92.3%, and total cardholders reached 150.4 million, up 3.6%. Gross margin fell 11 basis points to 11.02% as reported but improved 20 basis points excluding gasoline, and SG&A rose 27 basis points to 8.94%, or 2 basis points excluding gasoline. Balance sheet and cash flow remained solid. Full-year operating cash flow was $15.8 billion, up from $13.3 billion, and capital expenditures rose to $6.4 billion, reflecting continued expansion. Cash and equivalents increased to $20.2 billion against total debt of about $6.2 billion. The company ended the year with 939 warehouses and expects 967 by the end of fiscal 2027. Shareholder returns included $2.5 billion in dividends and $0.8 billion in buybacks. The filing itself is an earnings release under Item 2.02 and contains no new guidance beyond the warehouse opening plan.

Sep 24, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Jul 8, 2026)

Costco Wholesale Corporation (COST) filed an 8-K on July 8, 2026, reporting its June retail-month sales results (the five weeks ended July 5, 2026) and announcing a quarterly cash dividend of $1.47 per share. Net sales for the month were $29.24 billion, up 10.6% from $26.44 billion a year earlier. Year-to-date net sales for the first 44 weeks reached $250.43 billion, up 10.1% from $227.46 billion. Total company comparable sales rose 8.8% for the five-week period and 8.3% for the 44 weeks. Excluding the effects of gasoline prices and foreign exchange, comparable sales growth was 7.0% for the month and 6.7% year to date, which indicates that fuel price inflation and currency movements contributed meaningfully to headline growth. Digitally-enabled comparable sales grew 20.9% for the month (21.5% ex-gas/FX-adjusted basis is 21.5%) and 21.5% year to date, continuing strong momentum in the e-commerce channel. The dividend of $1.47 per share is payable August 7, 2026, to shareholders of record at the close of business on July 24, 2026. The filing contains no material financial statement items, and the company reported 933 warehouses worldwide at the time of the release. The 8-K is primarily a routine monthly sales disclosure and dividend notice.

Jul 8, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (May 28, 2026)

Costco reported third-quarter fiscal 2026 results (twelve weeks ended May 10, 2026) that show strong top-line momentum and solid profit growth. Net sales rose 11.6% to $69.15 billion, and total revenue rose 11.6% to $70.53 billion, helped by membership fees up 10.7% to $1.37 billion. Net income grew 15.2% to $2.19 billion, or $4.93 per diluted share, versus $4.28 a year earlier. Comparable sales grew 9.8% company-wide, but about 3.2 points of that reflects gasoline price and foreign exchange effects. Excluding those effects, comparable sales grew 6.6%, with traffic up 2.4% and adjusted ticket up 4.2%. Digitally-enabled comparable sales rose 21.5% (20.8% adjusted), and e-commerce site and app traffic rose 37%. Profitability was steady rather than expanding. Reported gross margin was 11.04%, down 21 basis points, though only 1 basis point lower excluding gasoline effects, and the core merchandise margin decline was roughly 46 basis points before adjustments. SG&A rose to 8.96% of sales, up 20 basis points, or 2 basis points excluding gasoline. Membership quality remained high, with a 89.7% worldwide renewal rate, a 92.2% U.S. and Canada renewal rate, 148.5 million total cardholders, and 41.2 million executive members. Over the first 36 weeks, net sales rose 9.6% and diluted EPS reached $14.01, up from $12.34. Balance sheet and cash flow remain strong. Cash and equivalents increased to $18.9 billion, and year-to-date operating cash flow was $11.1 billion against $4.2 billion of capital expenditures, which supports continued expansion. Management's warehouse pipeline shows 12 openings estimated for the remainder of fiscal 2026, which would bring the network to 940 locations. Investors should weigh the strong sales and membership trends against a modest margin pressure and the reliance on gasoline prices and currency for part of the reported growth.

May 28, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Apr 15, 2026)

Costco Wholesale Corporation (COST) disclosed in an 8-K filed April 15, 2026 that its Board of Directors declared a quarterly cash dividend and approved an increase from $1.30 to $1.47 per share, a 13.1% raise that annualizes to $5.88 per share. The dividend is payable May 15, 2026, to shareholders of record at the close of business on May 1, 2026. The filing is a routine Item 8.01 (Other Events) disclosure, with the press release attached as Exhibit 99.1; it contains no financial results, guidance, or material operational changes. For investors, the key takeaway is the dividend increase, which signals management confidence in sustained cash generation and continues Costco's practice of raising its dividend periodically. At the current increased rate, the annualized dividend of $5.88 per share represents the cash return to shareholders on each share held, and the record date of May 1 determines eligibility for the payment. The press release also notes Costco's footprint of 928 warehouses across 14 countries and e-commerce sites in eight markets, though this is descriptive rather than new information. The filing does not disclose the company's payout ratio, free cash flow coverage, or the stock's current yield, so investors should consult recent quarterly results and the most recent 10-Q/10-K to assess dividend sustainability. The forward-looking statements caveat in the press release flags standard risks including tariffs, inflation, employee costs, and geopolitical conditions that could affect future earnings and dividend capacity.

Apr 15, 2026 8-K

Shareholder MattersOther Events

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Mar 5, 2026)

Costco reported fiscal Q2 2026 (12 weeks ended February 15, 2026) with net sales of $68.24 billion, up 9.1% from $62.53 billion, and net income of $2.035 billion, or $4.58 per diluted share, up from $4.02 a year earlier (about 13.9% growth). Total comparable sales rose 7.4% reported and 6.7% excluding gasoline price and foreign exchange effects. Traffic grew 3.1% and ticket grew 4.2% (3.5% adjusted), and digitally-enabled comparable sales rose 22.6%. Membership fees grew 13.6% to $1.355 billion, supported by 82.1 million paid memberships (up 4.8%), a 89.7% worldwide renewal rate, and a 92.1% U.S./Canada renewal rate. Gross margin improved 17 basis points to 11.02%, and SG&A fell to 9.19% of sales, though management noted a legal settlement benefit and a higher general liability reserve in the quarter. For the four-week February period ended March 1, 2026, net sales were $21.69 billion, up 9.5%, with total company comparable sales of 7.9% reported and 7.0% adjusted. The filing notes that the timing of Lunar New Year (February 17 this year versus earlier last year) added roughly 4.0% to February Other International sales and about 0.5% to total company sales. Year-to-date (26 weeks), net sales reached $144.85 billion, up 8.6%. On the balance sheet, cash and equivalents rose to $17.4 billion from $14.2 billion at fiscal year-end August 2025, and operating cash flow for the 24 weeks was $7.68 billion versus $6.01 billion a year earlier. Capital expenditures increased to $2.8 billion, and cash dividend payments were $1.15 billion versus $0.52 billion, which the excerpt does not attribute to a specific cause. The company ended the quarter with 924 warehouses and plans to finish fiscal 2026 at an estimated 942.

Mar 5, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 21, 2026)

Costco Wholesale Corporation (COST) filed an 8-K reporting results from its January 15, 2026 Annual Meeting of Shareholders and a declared quarterly cash dividend. Of 443,957,682 eligible shares, 352,303,581 (roughly 79%) were voted. All ten director nominees were elected to terms ending at the 2027 annual meeting, KPMG LLP was ratified as auditor for fiscal 2026, and the advisory say-on-pay vote for fiscal 2025 executive compensation passed. The only item that failed was a shareholder proposal requesting a greenwashing risk audit, which received about 4.1 million votes for against roughly 279.7 million against, indicating strong management and board support on sustainability disclosure matters. On the capital return front, the Board declared a quarterly cash dividend of $1.30 per share, payable February 13, 2026, to holders of record as of January 30, 2026. The filing is largely administrative and contains no new financial results, guidance, or operational metrics. The press release, attached as Exhibit 99.1, confirms Costco operates 923 warehouses across 14 countries, with 633 in the United States and Puerto Rico, and runs e-commerce sites in eight markets. For investors, the key takeaways are the continued dividend, the clean governance outcome with strong director and say-on-pay support, and the lack of any surprises in the filing. The modest support for the greenwashing proposal may be worth monitoring as an ESG signal, but it does not appear to have affected governance or capital allocation.

Jan 21, 2026 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Dec 11, 2025)

Costco reported first quarter fiscal 2026 results (twelve weeks ended November 23, 2025) with net sales up 8.2% to $65.98 billion and total revenue up roughly 8.3% to $67.31 billion, driven by strong comparable sales growth of 6.4% at the total-company level. Excluding the effects of gasoline prices and foreign exchange, comparable sales were also 6.4%, with U.S. comps at 5.9%, Canada at 9.0% adjusted, and Other International at 6.8% adjusted. Digitally-enabled comparable sales grew 20.5%, and comparable traffic rose 3.1% while ticket rose 3.2%, indicating growth from both more transactions and larger baskets. Profitability improved modestly. Operating income rose 12.2% to $2.46 billion, and net income increased 11.3% to $2.00 billion, or $4.50 per diluted share versus $4.04 a year earlier. Results included a $72 million ($0.16 per share) stock-based compensation tax benefit, compared with $100 million ($0.22 per share) last year. Excluding these benefits, net income and diluted EPS growth would have been about 13.6%. Membership fee income grew 14.0%, supported by 81.4 million paid memberships (up 5.2%), a 89.7% worldwide renewal rate, and a 92.2% U.S./Canada renewal rate. Gross margin was 11.32%, up 4 basis points, and SG&A was 9.60% of sales. Balance sheet and cash flow data show a substantial build in merchandise inventories to $21.1 billion from $18.1 billion at fiscal year-end, with accounts payable rising to $23.5 billion, and operating cash flow of $4.69 billion versus $3.26 billion a year earlier. Capital expenditures increased to $1.53 billion, and the company ended the quarter with $16.2 billion in cash. The company operated 923 warehouses and expects to end fiscal 2026 with an estimated 942 locations. This 8-K furnishes information under Item 2.02 and does not contain new guidance or forward-looking financial targets beyond the safe harbor language.

Dec 11, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Oct 20, 2025)

Costco Wholesale Corporation (COST) has filed an 8-K report detailing the approved fiscal year 2026 bonus criteria for its executive officers. The Compensation Committee and Nominating and Governance Committee have established performance targets for both financial and environmental/social objectives, which will influence executive bonuses. This filing provides investors with insight into how executive compensation is structured and linked to the company's performance and strategic priorities for the upcoming fiscal year.

Oct 20, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Oct 15, 2025)

Costco Wholesale Corporation (COST) filed a Form 8-K on October 15, 2025 to disclose that its Board of Directors declared a quarterly cash dividend of $1.30 per share on common stock. The dividend is payable November 14, 2025, to shareholders of record at the close of business on October 31, 2025. The filing is a routine, non-financial disclosure under Item 8.01 (Other Events), and it contains no earnings results, guidance, or changes to operations. For investors, the key takeaway is the continuation of Costco's regular dividend program. The $1.30 quarterly payment is a steady income signal for shareholders and reflects the board's ongoing confidence in cash generation. The October 31 record date determines eligibility, and because of standard settlement conventions, investors generally need to hold the stock before the ex-dividend date (typically one business day before the record date) to receive the payment. The accompanying press release also lists Costco's 914 warehouses worldwide, including 629 in the U.S. and Puerto Rico, and notes its e-commerce presence across eight countries. The release includes standard forward-looking statement disclaimers covering economic conditions, tariffs, labor costs, and other risks. Overall, the filing is informational and does not by itself signal any material change in Costco's financial position.

Oct 15, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Sep 25, 2025)

Costco reported fiscal 2025 fourth-quarter results (16 weeks ended August 31, 2025) and full-year results (52 weeks), furnished under Item 2.02 of Form 8-K. Q4 net sales rose 8.0% to $84.4 billion, and total revenue rose 8.1% to $275.2 billion for the fiscal year. Growth came from both traffic and ticket. Adjusted for gasoline prices and foreign exchange, Q4 total company comparable sales grew 6.4% and fiscal-year comparable sales grew 7.6%. Reported comparable sales were 5.7% for Q4 and 5.9% for the year. Membership fee income was a notable driver: Q4 membership fees rose 14.0% to $1.72 billion, with 81.0 million paid memberships (up 6.3%) and a 89.8% worldwide renewal rate. Diluted EPS was $5.87 in Q4, up 11.0%, and $18.21 for the year, up 9.9%. Operating income grew 11.8% for the year to $10.4 billion. Profitability and cash generation were solid. Q4 gross margin was 11.13%, up 13 basis points, and SG&A was 9.21% of sales, up 17 basis points. Operating cash flow for the year was $13.3 billion, up from $11.3 billion, while capital expenditures increased to $5.5 billion from $4.7 billion, leaving free cash flow of roughly $7.8 billion versus $6.6 billion a year earlier. Cash and equivalents ended the year at $14.2 billion, compared with $9.9 billion, and long-term debt stood at $5.7 billion. Year-over-year cash dividend payments fell to $2.2 billion from $9.0 billion, because the prior year included a large special dividend. Share repurchases totaled $903 million for the year. The company ended the year with 914 warehouses, adding 24 during fiscal 2025, and expects to reach 944 by the end of fiscal 2026. E-commerce comparable sales grew 13.6% in Q4 and 15.6% for the year, supported by site traffic growth of 27% in Q4. Investors should note that the filing contains earnings results only and no new guidance, and that year-over-year comparisons for dividends and tax items are distorted by the prior-year special dividend and a one-time tax benefit.

Sep 25, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Aug 7, 2025)

Costco Wholesale Corporation announced a significant leadership transition on August 4, 2025, with the upcoming retirement of Russ Miller, Senior Executive Vice President overseeing U.S. and Mexico Operations, effective February 2026. This change marks the end of a notable tenure for Mr. Miller, who has been instrumental in the company's operational success in these key markets. Investors should note this planned transition as it involves a top operational executive. Concurrently, Costco has appointed Caton Frates, currently Executive Vice President and COO of the Southwest Division, to the newly defined role of Senior Executive Vice President, Warehouse Operations - U.S. and Mexico, also effective February 2026. This strategic appointment of Ms. Frates signals a continuation of the company's focus on strong operational leadership and leverages her experience from a significant regional division. Investors can view this as a proactive succession plan designed to ensure continuity in critical operational leadership.

Aug 7, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Jul 16, 2025)

Costco Wholesale Corporation (COST) filed an 8-K on July 16, 2025, to disclose that its Board of Directors declared a quarterly cash dividend of $1.30 per share on July 15, 2025. The dividend is payable August 15, 2025, to shareholders of record as of the close of business on August 1, 2025. The filing is routine in nature: it reports a regular quarterly distribution rather than a change in strategy, guidance, capital structure, or operations. The accompanying press release (Exhibit 99.1) confirms the terms and provides an operational snapshot of the business, noting 908 warehouses across the U.S. and Puerto Rico (625), Canada (109), Mexico (41), Japan (37), the United Kingdom (29), Korea (20), Australia (15), Taiwan (14), China (7), Spain (5), France (2), Sweden (2), Iceland (1), and New Zealand (1). Costco also operates e-commerce sites in eight markets. The release includes standard forward-looking statement cautions covering economic conditions, competition, tariffs, labor costs, and related risks. For investors, the key takeaway is that the dividend signals continued confidence in cash generation and a consistent shareholder-return policy. The 8-K does not include financial results, earnings per share data, or payout ratio information, so investors should refer to the company's quarterly and annual reports for those details.

Jul 16, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Jun 11, 2025)

Costco Wholesale Corporation (COST) has announced a significant leadership transition within its finance department. Effective July 1, 2025, Dan Hines will retire from his role as Senior Vice President, Corporate Controller, and Principal Accounting Officer, concluding a distinguished 35-year career with the company. While retiring from his primary officer duties, Mr. Hines will continue in a Senior Vice President capacity until his full retirement in January 2026. Stepping into this critical role is Tiffany Barbre, who has been appointed as the new Senior Vice President, Corporate Controller, and Principal Accounting Officer. Ms. Barbre, with extensive experience at Costco since 2005, including her recent position as Vice President, Assistant Corporate Controller, brings a deep understanding of the company's financial operations. Her appointment reflects a continuity of internal talent and expertise in financial leadership.

Jun 11, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (May 29, 2025)

Costco reported third-quarter fiscal 2025 results (12 weeks ended May 11, 2025) with net sales up 8.0% to $61.96 billion and diluted EPS up 13.2% to $4.28, from $3.78 a year earlier. Net income rose to $1.90 billion. For the first 36 weeks, net sales grew 8.2% to $185.48 billion and diluted EPS reached $12.34 versus $11.27. Total company comparable sales were 5.7% for the quarter as reported and 8.0% excluding gasoline price and foreign exchange effects, which points to solid underlying demand despite headwinds from lower gasoline prices and currency movements. Profitability and membership were the main drivers. Gross margin expanded 41 basis points to 11.25%, or 29 basis points excluding gasoline, led by core merchandise and other business gains. SG&A improved 20 basis points to 9.16%, though it included a one-time vacation accrual tied to a new employee agreement. Membership fees rose 10.4% to $1.24 billion, with 79.6 million paid members (up 6.8%), a 90.2% worldwide renewal rate, and 37.6 million executive members. E-commerce comparable sales grew 14.8% (15.7% adjusted), with digital traffic up 20%. Balance sheet and cash flow remained strong. Cash and equivalents increased to $13.84 billion from $9.91 billion at fiscal year-end 2024, and operating cash flow for the 36 weeks was $9.47 billion. Capital expenditures rose to $3.53 billion, consistent with continued warehouse expansion. Cash dividend payments were $1.03 billion, down sharply from $8.53 billion in the prior-year period, which included a special dividend. The filing is an earnings release under Item 2.02 and contains no new guidance, leadership changes, or material transactions beyond the reported results.

May 29, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Apr 16, 2025)

Costco Wholesale Corporation (Nasdaq: COST) announced on April 16, 2025 that its Board of Directors declared a quarterly cash dividend and approved an increase in the quarterly payout from $1.16 to $1.30 per share, equal to $5.20 on an annualized basis. The dividend is payable May 16, 2025, to shareholders of record as of the close of business on May 2, 2025. The filing was made under Item 8.01 (Other Events), so it is a shareholder-return announcement rather than a disclosure of new operating or financial results. The increase represents roughly a 12% raise over the prior quarterly rate ($0.14 per share, or about 12.1%), signaling that management and the Board are confident in the company's cash generation and balance sheet. For investors, the key takeaways are the higher income stream for shareholders and the continued commitment to returning capital through regular dividends, which is characteristic of Costco's mature, cash-generative retail model. The dividend remains a modest share of earnings, leaving room for reinvestment in warehouses and e-commerce. The press release also provides an operating snapshot of 904 warehouses across roughly a dozen countries, including 623 in the United States and Puerto Rico, and notes e-commerce sites in eight markets. The filing contains no restated financials, guidance changes, or material risk events, so the primary investor-relevant information is the dividend action and the continued global warehouse footprint.

Apr 16, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Mar 6, 2025)

Costco reported second-quarter fiscal 2025 results (twelve weeks ended February 16, 2025) showing net sales up 9.1% to $62.53 billion and net income of $1,788 million, or $4.02 per diluted share, versus $3.92 a year earlier. Total revenue rose to $63.72 billion, with membership fees up 7.4% to $1.19 billion. Operating income increased about 12% to $2.32 billion, and gross margin on net sales improved 5 basis points year over year. Year-to-date, net sales for the first 24 weeks rose 8.3% and diluted EPS reached $8.06, versus $7.49 last year. The quarter's reported comparable sales growth was 6.8% company-wide, while growth excluding gasoline price and foreign exchange effects was 9.1%. The quarter's headline strength came from the U.S. and e-commerce. U.S. adjusted comparable sales rose 8.6% and e-commerce comparable sales grew 22.2% on an adjusted basis (20.9% reported). Canada and Other International were weaker on a reported basis, with Other International comparable sales at only 1.7%, reflecting currency translation pressure and a negative translation impact of about $57 million on net income. Membership metrics remained healthy, with a 90.5% worldwide renewal rate, a 93.0% U.S. and Canada renewal rate, 78.4 million paid memberships (up 6.8%), and 36.9 million executive members. The filing also disclosed February sales for the four-week period ended March 2, 2025, with net sales of $19.81 billion, up 8.8%, and total comparable sales growth of 6.5% reported (8.3% adjusted). Year-to-date sales through 26 weeks reached $133.36 billion, up 8.3%. Costco also reiterated its warehouse expansion plan, projecting 915 warehouses by fiscal year-end 2025, with 18 openings in the remainder of the year. Balance sheet strength improved, with cash and equivalents rising to $12.36 billion from $9.91 billion at fiscal year-end 2024, while capital expenditures increased to $2.40 billion for the first 24 weeks.

Mar 6, 2025 8-K

Shareholder MattersOther Events

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Feb 3, 2025)

Costco Wholesale Corporation (COST) has filed an 8-K report detailing the retirement of Richard Galanti from his role as Executive Vice President, effective January 30, 2025. This follows his previously announced retirement as Chief Financial Officer on March 15, 2024. Mr. Galanti also concluded his tenure as a member of the Company's Board of Directors at the 2025 Annual Meeting. While this filing primarily concerns executive transitions, it signifies the final departure of a long-standing executive figure who played a key role in the company's financial strategy and operations.

Feb 3, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 27, 2025)

Costco's 8-K reports two routine but investor-relevant corporate actions. At its January 23, 2025 Annual Meeting, shareholders re-elected all nine nominated directors to terms ending at the 2026 Annual Meeting, ratified KPMG LLP as independent auditor for fiscal 2025, and approved fiscal 2024 executive compensation on an advisory basis. Each of these passed with strong majorities. Roughly 352.4 million of about 444.0 million eligible shares (about 79%) were voted. The filing also confirms a quarterly cash dividend of $1.16 per share, declared January 23, 2025, payable February 21, 2025 to shareholders of record on February 7, 2025. The dividend is a steady return of capital, and at this quarterly rate it implies about $4.64 per share annualized. The only proposal that did not pass was a shareholder proposal asking for a report on the risks of maintaining DEI efforts. It received only about 4.9 million votes for and about 281.3 million against, signaling that shareholders broadly supported the board's position. The 8-K contains no financial results, guidance, or operating metrics beyond the press release's store count of 897 warehouses.

Jan 27, 2025 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Dec 12, 2024)

Costco Wholesale (COST) reported first quarter fiscal 2025 results (twelve weeks ended November 24, 2024) with net sales up 7.5% to $60.99 billion from $56.72 billion, and total revenue of $62.15 billion including membership fees of $1.166 billion (up 7.8%). Net income rose to $1.798 billion, or $4.04 per diluted share, versus $1.589 billion, or $3.58, a year earlier. Results include a $100 million ($0.22 per share) stock-based compensation tax benefit, compared with a $44 million ($0.10 per share) benefit last year. Excluding these items, net income and diluted EPS growth were 9.9% and 9.8%, respectively. Operating income grew 10.7% to $2.196 billion, and gross margin improved 24 basis points to 11.28% (7 basis points excluding gasoline effects), while SG&A was 9.59% of net sales, down 14 basis points. Comparable sales were strong across regions: total company comparable sales rose 5.2% (7.1% adjusted for gasoline prices and FX), with U.S. at 5.2%, Canada at 5.8%, and Other International at 4.7%. E-commerce comparable sales grew 13.0% (13.2% adjusted), driven by 16% site traffic growth. Membership metrics remained healthy, with a 90.4% worldwide renewal rate, 92.8% U.S./Canada renewal rate, 77.4 million paid memberships (up 7.6%), and 36.4 million executive members accounting for 73.1% of sales. Balance-sheet and cash-flow trends warrant monitoring. Operating cash flow fell to $3.26 billion from $4.65 billion, largely due to a smaller working-capital contribution, while capital expenditures rose to $1.26 billion from $1.04 billion. Merchandise inventories increased 12.5% sequentially to $20.98 billion, and accounts payable rose to $21.79 billion. Cash dividend payments dropped to $515 million from $905 million year over year, reflecting the timing of the prior-year special dividend. The company ended the quarter with 897 warehouses, and it expects 20 more openings in the rest of fiscal 2025, ending at an estimated 916 warehouses.

Dec 12, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Nov 7, 2024)

Costco Wholesale Corporation (COST) filed an 8-K on November 6, 2024, detailing the fiscal year 2025 bonus criteria for its executive officers, approved on November 4, 2024. This filing is important for investors as it outlines the performance-based compensation structure, directly linking executive pay to company financial results and increasingly, environmental and social (ESG) objectives. The bonus structure for executives (excluding the CEO) includes targets for sales and pre-tax income, with the potential for payouts to range from zero to 120% of the target amount. A significant portion of the bonus is now tied to achieving environmental and social performance criteria, including diversity, equity, inclusion (DEI), resource consumption, and emissions reduction. The CEO's bonus structure is similarly defined, with a higher potential payout and a specific allocation for quantitative ESG metrics.

Nov 7, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Oct 17, 2024)

Costco Wholesale Corporation (Nasdaq: COST) disclosed in this Form 8-K, filed October 17, 2024, that its Board of Directors declared a quarterly cash dividend of $1.16 per share on common stock. The dividend was declared October 16, 2024, is payable November 15, 2024, and goes to shareholders of record as of the close of business on November 1, 2024. The filing is a routine capital-return announcement under Item 8.01 (Other Events), with no new financial results, guidance, or material transactions disclosed. For investors, the key takeaway is the continued consistency of Costco's regular dividend policy. A $1.16 quarterly payment equals roughly $4.64 annually on a per-share basis, and the record date and payment timing follow the company's established cadence. The press release also notes that Costco operates 891 warehouses worldwide, including 614 in the United States and Puerto Rico, plus e-commerce sites in eight countries, underscoring the scale of the operating base that supports the dividend. The filing contains no information about earnings, margins, comparable sales, or balance sheet changes, so investors seeking fundamental performance data should refer to Costco's quarterly and annual reports. The filing includes standard forward-looking statement disclaimers covering risks such as economic conditions, inflation, competition, tariffs, and workforce costs.

Oct 17, 2024 8-K

Corporate ChangesExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Sep 26, 2024)

Costco reported fourth-quarter and full-year fiscal 2024 results for the 16-week Q4 and 52-week year ended September 1, 2024. Q4 net sales rose 1.0% to $78.2 billion, but this comparison is against a 17-week prior-year quarter; normalizing for the extra week, growth was 7.3%. Comparable sales were strong, with total company comps up 5.4% reported and 6.9% excluding gasoline and FX, and e-commerce comps up 18.9% (19.5% adjusted). Q4 diluted EPS was $5.29 versus $4.86, including a $63 million (about $0.14 per share) non-recurring tax benefit. Full-year net sales grew 5.0% to $249.6 billion, net income reached $7.37 billion, and diluted EPS was $16.56 versus $14.16. Membership remains a core driver. Membership fee revenue was $1.51 billion in Q4, roughly flat on a reported basis due to the lost week, but normalized membership income grew 6.5%. Paid memberships reached 76.2 million (up 7.3%), the worldwide renewal rate was 90.5%, and the U.S./Canada renewal rate was 92.9%. Operating income for the full year rose to $9.29 billion from $8.11 billion. Costco ended the year with 891 warehouses and plans to reach about 916 by end of fiscal 2025. Balance-sheet and cash-flow items warrant attention. Cash fell to $9.9 billion from $13.7 billion, largely because cash dividend payments totaled $9.04 billion in fiscal 2024, including a special dividend, versus $1.25 billion a year earlier. Capital expenditures rose to $4.71 billion. Operating cash flow was $11.3 billion, and long-term debt was modest at about $5.9 billion including current portion. The filing is a routine earnings disclosure under Item 2.02 and contains no new guidance beyond the warehouse expansion plan.

Sep 26, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Bylaw Amendment (Sep 20, 2024)

Costco Wholesale Corporation (COST) has filed an 8-K detailing amendments to its corporate bylaws, effective September 16, 2024. The primary change introduces a "cure process" for shareholder director nominations. This means that if a shareholder submits a director nomination notice within the prescribed timeframe, Costco will now notify the shareholder of any deficiencies in that notice and provide an opportunity to correct them within a specified period. This amendment aims to streamline the director nomination process and ensure greater adherence to procedural requirements by shareholders. For investors, this change is procedural and administrative rather than operational or financial. It signals the company's commitment to maintaining clear governance procedures and potentially making it easier for eligible shareholders to comply with nomination requirements, provided they address any identified issues promptly. The full text of the amended bylaws is available as an exhibit to this filing.

Sep 20, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Jul 10, 2024)

Costco Wholesale (COST) filed an 8-K on July 10, 2024, reporting June 2024 retail-month results (the five weeks ended July 7, 2024), declaring a quarterly cash dividend of $1.16 per share, and announcing a membership fee increase effective September 1, 2024. Net sales for the five-week period were $24.48 billion, up 7.4% from $22.78 billion a year earlier. Net sales for the first 44 weeks of fiscal 2024 reached $210.55 billion, up 6.9%. Total company comparable sales rose 5.3% for the period and 5.4% year-to-date, and comparable sales excluding gasoline price and foreign exchange effects rose 6.9% for the five weeks and 5.6% year-to-date, indicating underlying demand strength. E-commerce comparable sales grew 18.4% for the five weeks, a notable acceleration in digital engagement. The dividend of $1.16 per share is payable August 9, 2024, to holders of record on July 26, 2024. The filing offers no multi-year dividend or capital-return commentary beyond this quarterly declaration, so investors should treat it as a routine continuation of the existing payout. The most consequential item for long-term investors is the membership fee increase. Effective September 1, 2024, Gold Star, Business, and Business add-on fees rise $5 to $65, and Executive Membership fees rise from $120 to $130, with the maximum annual 2% reward increasing from $1,000 to $1,250. The change affects roughly 52 million memberships, and because membership fees are a high-margin revenue stream tied to renewal rates, the increase is a meaningful lever for future operating income.

Jul 10, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (May 30, 2024)

Costco reported third-quarter fiscal 2024 results (twelve weeks ended May 12, 2024) that showed strong top-line growth and meaningful profit expansion. Net sales rose 9.1% to $57.39 billion, and total revenue reached $58.52 billion, including $1.12 billion in membership fees (up 7.6%). Total company comparable sales grew 6.6% (6.5% excluding gasoline and FX), with U.S. comps at 6.2%, Canada at 7.7%, and Other International at 7.7%. E-commerce comparable sales grew 20.7%. Operating income increased about 31% to $2.20 billion, and net income rose to $1.68 billion, or $3.78 per diluted share, versus $2.93 a year earlier. Management noted that last year's quarter included a $298 million pretax charge (about $0.50 per share) tied to discontinuing charter shipping; excluding that item, net income and diluted EPS grew roughly 10%. Margin performance was a key driver. Gross margin was 10.84%, up 52 basis points year over year (54 bps excluding gasoline impacts), while SG&A was 8.96% of sales, up 15 bps. Membership indicators remained healthy, with 74.5 million paid memberships (up 7.8%), a 90.5% worldwide renewal rate, and a 93.0% U.S. and Canada renewal rate. Executive members represented 34.5 million of memberships and 73.1% of sales penetration. For the first 36 weeks, net sales rose 7.0% to $171.44 billion and net income reached $5.01 billion, or $11.27 per diluted share, compared with $9.30 last year. Balance sheet and cash flow highlights point to heavy capital deployment. Cash and equivalents declined to $10.4 billion from $13.7 billion at fiscal year-end 2023, largely reflecting $8.53 billion in cash dividend payments during the 36 weeks, while capital expenditures increased to $3.13 billion from $2.77 billion. Total equity declined to $21.8 billion, mainly because retained earnings fell from $19.5 billion to $16.0 billion. Management also reported 878 warehouses currently in operation and projected approximately 890 by fiscal year-end 2024. This is an earnings and operating update rather than a guidance filing, so investors should focus on sustained comp growth, membership renewal, and margin trends.

May 30, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Apr 10, 2024)

Costco Wholesale (COST) filed an 8-K on April 10, 2024, disclosing two items: a quarterly cash dividend increase and its March 2024 sales results. The Board declared a quarterly dividend raised from $1.02 to $1.16 per share ($4.64 annualized), a roughly 13.7% increase, payable May 10, 2024, to shareholders of record as of April 26, 2024. The dividend increase signals management's confidence in cash generation and its commitment to returning capital to shareholders. The accompanying press release reported net sales of $23.48 billion for the retail month of March (five weeks ended April 7, 2024), up 9.4% from $21.46 billion a year earlier. Year-to-date net sales for the first 31 weeks reached $146.64 billion, up 6.4%. Total company comparable sales rose 7.7% for the five-week period and 5.2% for 31 weeks. Excluding gasoline price and foreign exchange effects, comparable sales grew 7.5% and 5.3%, respectively, indicating underlying growth was solid and not solely driven by fuel prices or currency moves. E-commerce was the standout, with comparable sales up 28.3% for the month and 14.8% year to date. Investors should note that management said the shift in Easter timing added roughly half a percentage point to March total and comparable sales, so part of the strong monthly figure is calendar-related rather than organic. The company operated 876 warehouses across 14 countries at the time of the release, and the report contains no new guidance or financial statements.

Apr 10, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Mar 7, 2024)

Costco reported second-quarter fiscal 2024 results (twelve weeks ended February 18, 2024) that showed solid top-line growth and higher profitability. Net sales rose 5.7% to $57.33 billion, and total revenue reached $58.44 billion, up from $55.27 billion. Total company comparable sales grew 5.6% as reported (5.8% excluding gasoline prices and foreign exchange), and e-commerce comparable sales jumped 18.4%. Operating income increased 8.4% to $2.06 billion, and membership fees rose 8.2% to $1.11 billion. Management said the fiscal calendar shift (last year's 53rd week) reduced quarterly net sales growth by roughly 1.5 percentage points. Quarterly net income was $1.74 billion, or $3.92 per diluted share, versus $3.30 last year. The result includes a $94 million ($0.21 per share) tax benefit tied to the $15 per share special dividend paid to 401(k) plan participants, so underlying growth is somewhat lower than the headline figure. For the first 24 weeks, net income was $3.33 billion ($7.49 per diluted share), compared with $2.83 billion ($6.37) a year earlier. February sales (four weeks ended March 3, 2024) reached $18.21 billion, up 6.9%, with comparable sales of 5.0%. The balance sheet and cash flow reflect the approximately $8.0 billion special dividend paid during the period. Cash and equivalents fell from $13.7 billion to $9.1 billion, retained earnings dropped from $19.5 billion to $15.0 billion, and total equity declined to $20.8 billion from $25.1 billion. Long-term debt increased to $5.9 billion after a $498 million debt issuance, and operating cash flow fell to $5.38 billion from $5.80 billion. Capital expenditures of $2.07 billion continued to support expansion, and the company operated 875 warehouses worldwide at quarter end.

Mar 7, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Feb 9, 2024)

On February 6, 2024, Costco announced that CFO Richard Galanti will step down effective March 15, 2024, after nearly forty years in the role. Gary Millerchip, formerly SVP and CFO of The Kroger Co., will succeed him as Executive Vice President and Chief Financial Officer, effective March 15, 2024. The Board appointed Millerchip as an Executive Vice President effective February 29, 2024. Galanti will remain an Executive Vice President and a Board member, and the press release says he will stay with the company through January 2025 in an advisory role to assist with the transition. The filing discloses Millerchip's compensation package. It includes a $900,000 base salary, eligibility for a prorated annual cash bonus under the Fiscal 2024 Executive Bonus Plan, and performance-based RSU grants. The first grant, around March 11, 2024, has a $2.8 million target value, and the next company-wide grant in October 2024 has a $5.6 million target value. To offset forfeited compensation from Kroger, he will receive a $4 million cash payment, of which $2 million is repayable if he is not employed on March 1, 2025 and $1 million is repayable if he is not employed on March 1, 2026. He will also receive a $7 million target-value RSU grant vesting over three years. For investors, the transition is orderly and planned, since Galanti is staying on in an advisory and Board role, and the incoming CFO brings large-company retail finance experience. The filing does not disclose any change in Costco's financial results, guidance, or operations. The primary items to monitor are execution during the handover and the retention terms built into Millerchip's pay.

Feb 9, 2024 8-K

Shareholder MattersOther EventsExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 22, 2024)

Costco's 8-K reports the results of its January 18, 2024 Annual Meeting of Shareholders, at which about 78.8% of the 443.8 million eligible common shares (349.9 million) were voted. Shareholders re-elected all 11 nominated directors, ratified KPMG LLP as independent auditor for fiscal 2024, and approved on an advisory basis the compensation of the executive officers for fiscal 2023. The one shareholder proposal, requesting a fiduciary carbon-emission relevance report, failed decisively. Governance-wise, the meeting shows broad support for the board and management, with the say-on-pay measure receiving roughly 94% support among votes cast for or against. The filing also discloses a quarterly cash dividend of $1.02 per share, declared January 18, 2024, payable February 16, 2024 to holders of record on February 2, 2024. Per the accompanying press release, the company operated 872 warehouses across 14 countries at the time, with e-commerce sites in eight markets. The dividend is a routine capital return item, and the filing does not disclose a change to the dividend policy or any new financial results. For investors, the most notable items are the strong shareholder backing for the board and executive pay, which reduces governance concerns, and the lopsided rejection of the climate-related proposal, which indicates limited shareholder appetite for that type of resolution at this time. The dividend declaration signals continued regular cash returns to shareholders. Overall, the filing contains no material financial surprises, and its significance lies mainly in governance confirmation and routine capital distribution.

Jan 22, 2024 8-K/A

Earnings & ResultsOther EventsExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K/A Report, Executive Changes (Jan 22, 2024)

Costco Wholesale Corporation filed an amendment (8-K/A) to a previous Current Report on Form 8-K, originally filed on August 17, 2023. This amendment primarily clarifies the committee appointments for newly elected director Helena Buonanno Foulkes. While Ms. Foulkes was elected to the Board of Directors on August 16, 2023, she was not initially assigned to any board committees. The amendment specifically details her subsequent appointments to the Audit Committee and the Nominating and Governance Committee, effective January 18, 2024. This information is significant for investors as it confirms the composition and functioning of key board committees, which are responsible for oversight of financial reporting and corporate governance.

Jan 22, 2024 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Dec 14, 2023)

Costco reported first-quarter fiscal 2024 results (12 weeks ended November 26, 2023) with net sales of $56.72 billion, up 6.1% from $53.44 billion a year earlier. Total revenue, including membership fees, rose to $57.80 billion. Net income was $1.589 billion, or $3.58 per diluted share, versus $1.364 billion ($3.07) last year. Operating income grew about 13% to $1.984 billion. Management noted that the fiscal calendar shift from the 53rd week in fiscal 2023 added roughly 0.5 to 1 percentage point to net sales growth. Comparable sales were 3.8% company-wide (3.9% adjusted for gasoline and foreign exchange), with U.S. comps at 2.0% (2.6% adjusted), Canada at 6.4%, Other International at 11.2%, and e-commerce at 6.3%. Prior-year results included a $0.15 per-share charge tied to charter shipping downsizing, so the comparison is partly flattered by that item. This year's EPS also benefited from a $0.10 per-share stock-based compensation tax benefit. The Board declared a special cash dividend of $15.00 per share, payable January 12, 2024, to holders of record on December 28, 2023, totaling about $6.7 billion. This is the most significant capital return item in the filing. Cash flow from operations was $4.65 billion, boosted by a $2.0 billion working capital inflow, largely from accounts payable growth, which investors should view as partly timing-related. Cash and equivalents rose to $17.0 billion, but the dividend will absorb most of this liquidity when paid in January. Total debt increased modestly, with long-term debt reaching $5.9 billion after a $498 million issuance. For investors, the key takeaways are steady top-line growth, a solid U.S. comparable sales trend that is decelerating from prior periods, strong international momentum, and continued shareholder returns through a large special dividend. The special dividend reduces the company's cash balance materially, so future cash generation and the sustainability of working capital inflows will be important to monitor.

Dec 14, 2023 8-K

Leadership ChangesOther Events

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Nov 24, 2023)

Costco's November 24, 2023 Form 8-K is a routine compensation disclosure rather than a material operating or financial event. On November 17, 2023, the Compensation Committee approved fiscal 2024 executive bonus criteria, with the Nominating and Governance Committee approving the environmental and social (E&S) metrics. The filing discloses the Fiscal 2024 Executive Bonus Plan (Exhibit 10.1), which ties bonuses to sales, pre-tax income, and E&S objectives, with payouts ranging from zero to 120% of target for the financial goals. For executive officers other than the CEO and President, the maximum bonus is $232,000, split evenly between sales and pre-tax income targets ($80,000 each) and up to $40,000 tied to E&S goals. The incoming CEO, Ron Vachris, who serves as President through December 31, 2023 and then as President and CEO from January 1, 2024, has a blended maximum bonus of up to $621,333. That figure combines a $400,000 base for his four months as President and a $600,000 base for his eight months as CEO, and includes $220,000 each for sales and pre-tax income targets plus $93,333 for E&S objectives. Outgoing CEO Craig Jelinek requested that he receive no fiscal 2024 bonus, and the Committee honored that request. For investors, the filing signals an orderly CEO transition and continued alignment of executive pay with financial performance and sustainability goals. The dollar amounts are small relative to Costco's scale and are unlikely to affect the company's financial results. The more meaningful signal is the governance message: the leadership handoff is planned, and the outgoing CEO has voluntarily forgone his bonus.

Nov 24, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Oct 20, 2023)

Costco Wholesale Corporation (COST) disclosed on October 18, 2023 that President and COO Ron Vachris will succeed Craig Jelinek as President and Chief Executive Officer effective January 1, 2024. Jelinek, who has led the company as CEO, will remain an employee in an advisory and transition role through April 2024 and will continue on the Board, standing for re-election at the January 2024 annual meeting. The company describes the change as the culmination of a long-standing succession plan, with Vachris having over forty years of service at Costco, beginning as a forklift driver. For investors, this is a planned, internally driven leadership transition with an overlap period that supports continuity, rather than an unexpected departure. The 8-K also details Vachris's fiscal 2024 compensation: an annual base salary of $1,150,000 and an RSU award valued at $10.4 million as of October 20, 2023, with performance conditions to be set in November 2023, plus eligibility for the Fiscal 2024 Executive Bonus Plan. Performance-based vesting conditions tie a meaningful portion of his pay to future results, which aligns incentives with shareholders, though the specific metrics are not yet disclosed. Separately, the Board declared a quarterly cash dividend of $1.02 per share, payable November 17, 2023, to shareholders of record as of November 3, 2023. The filing indicates no change to the dividend policy beyond this declaration. Overall, the filing contains no material financial results or guidance, and its key implications center on management continuity and the upcoming disclosure of performance metrics for the new CEO's equity award.

Oct 20, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Sep 26, 2023)

Costco Wholesale (COST) reported results for its 17-week fourth quarter and 53-week fiscal year ended September 3, 2023. Fourth-quarter net sales rose 9.4% to $77.43 billion, and net income attributable to Costco was $2.160 billion, or $4.86 per diluted share, versus $4.20 a year earlier. For the full fiscal year, net sales grew 6.7% to $237.71 billion, and net income reached $6.292 billion, or $14.16 per diluted share, up from $13.14. Note that the extra week in both periods flatters year-over-year growth, so underlying comparisons are better judged by comparable sales. Comparable sales were the weaker part of the story. Total company comparable sales grew only 1.1% in the fourth quarter on an adjusted basis (excluding gasoline and foreign exchange), down sharply from 3.8% a year earlier, and 3.0% for the fiscal year versus 5.2% in the prior year. U.S. adjusted comps slowed to 0.2% in the quarter, and e-commerce comparable sales declined in both periods. Membership fee income, which is a key earnings driver, grew to $1.509 billion in the quarter and $4.580 billion for the year, supporting profitability as merchandise margins remain thin. Balance sheet and cash flow were strong. Cash and equivalents rose to $13.7 billion, operating cash flow increased to $11.07 billion from $7.39 billion, and capital expenditures reached $4.32 billion, reflecting continued warehouse expansion. The company paid $1.25 billion in dividends and repurchased $676 million of stock. Total warehouses reached 861 globally.

Sep 26, 2023 8-K

Corporate ChangesOther EventsExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Aug 17, 2023)

Costco Wholesale Corporation (COST) announced a significant update regarding its Board of Directors. On August 16, 2023, Helena Buonanno Foulkes was elected as a new director, effective immediately. Ms. Foulkes brings external expertise to the board, though she has not yet been assigned to any board committees. Her appointment is in line with the company's standard compensation practices for non-executive directors and includes participation in the 2019 Incentive Plan, signaling a consistent approach to director remuneration.

Aug 17, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Bylaw Amendment (Aug 10, 2023)

Costco Wholesale Corporation (COST) filed an 8-K dated August 10, 2023 reporting two items: an amendment and restatement of its Bylaws effective August 9, 2023, and a declared quarterly cash dividend of $1.02 per share. The dividend is payable September 8, 2023, to shareholders of record at the close of business on August 25, 2023. The dividend itself is routine and consistent with Costco's regular quarterly payout cadence, so it is unlikely to be a surprise to investors. The more substantive item is the Bylaws update, which tightens shareholder nomination procedures. Key changes include requiring nominating shareholders to represent whether they will solicit proxies under SEC Rule 14a-19 (the universal proxy rule) and to provide evidence of compliance at least five business days before the meeting, with votes for non-compliant nominees disregarded. Shareholders soliciting proxies must use a color other than white, which is reserved for the Board. Nominations cannot exceed the number of directors up for election, and additional background disclosures are required for proposing shareholders and nominees. Officer indemnification is also expanded to the maximum extent permitted by law, matching the director standard. For investors, the Bylaw changes are governance-focused and generally strengthen the Board's position relative to activist or dissident shareholders. They do not alter Costco's financial results, capital allocation, or dividend policy. Investors interested in governance should review the full amended Bylaws (Exhibit 3.2), since the 8-K summary is explicitly incomplete.

Aug 10, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (May 25, 2023)

Costco reported third-quarter fiscal 2023 results (12 weeks ended May 7, 2023) with net sales of $52.60 billion, up 1.9% from $51.61 billion a year earlier. Total revenue rose 2.0% to $53.65 billion, helped by membership fees of $1.04 billion, up 6.1%. Net income attributable to Costco was $1.30 billion, or $2.93 per diluted share, down from $1.35 billion, or $3.04, a year earlier. The decline reflects a $298 million pretax non-recurring charge ($0.50 per diluted share), mainly from discontinuing charter shipping activities. Excluding that charge, and approximating the prior-year $0.13 one-time employee benefits charge, underlying EPS would have grown roughly 8% year over year. Top-line momentum was softer on a comparable basis. Total company comparable sales rose 0.3% for the quarter, or 3.5% excluding gasoline price and foreign exchange effects, and U.S. comps were slightly negative on a reported basis. E-commerce comparable sales fell 10.0% (reported), a notable weak spot. For the first 36 weeks, net sales rose 5.5% to $160.28 billion and net income reached $4.13 billion, or $9.30 per diluted share, versus $8.94 a year earlier. The balance sheet remained strong at the quarter end. Cash and equivalents increased to $12.49 billion from $10.20 billion at fiscal year-end 2022, merchandise inventories fell to $16.32 billion from $17.91 billion, and long-term debt was essentially flat at $6.50 billion. Total equity was $23.57 billion. The filing contains no revised guidance; it is a routine earnings release furnished under Item 2.02, and the network stood at 853 warehouses.

May 25, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Apr 19, 2023)

Costco Wholesale Corporation (COST) filed an 8-K on April 19, 2023 under Item 8.01 (Other Events) to disclose that its Board of Directors declared a quarterly cash dividend and approved an increase from $0.90 to $1.02 per share, or $4.08 on an annualized basis. The dividend is payable May 19, 2023, to shareholders of record as of the close of business on May 5, 2023. The increase represents a 13.3% raise in the quarterly dividend rate ($0.12 on a $0.90 base). For investors, the filing is a routine capital-return announcement rather than a material change to the company's operations or financial condition. The filing also includes a press release (Exhibit 99.1) that describes the company's footprint as of the announcement date: 850 warehouses across the United States, Canada, Mexico, Japan, the United Kingdom, Korea, Taiwan, Australia, Spain, China, France, Iceland, New Zealand, and Sweden, along with e-commerce sites in eight countries. The release does not disclose updated earnings, guidance, or financial results. The dividend increase signals management's confidence in ongoing cash generation and its commitment to returning capital to shareholders. Investors focused on income should note that the new rate implies a yield that depends on the share price at the time of measurement, and that the filing itself contains no financial statements. Any assessment of sustainability would require reviewing the company's periodic reports (10-Q and 10-K) for payout ratios and free cash flow.

Apr 19, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Mar 3, 2023)

Costco reported second-quarter fiscal 2023 results (12 weeks ended February 12, 2023) that showed solid top-line growth and earnings expansion. Net sales rose 6.5% to $54.24 billion, and total revenue, including membership fees, reached $55.27 billion. Net income attributable to Costco was $1.47 billion, or $3.30 per diluted share, up from $2.92 a year earlier, an increase of about 13%. Membership fees grew about 6% to $1.03 billion. Gross margin on net sales was roughly stable at about 10.7% versus 10.6%, and operating income rose 5% to $1.90 billion. Interest income and other, net, roughly tripled to $114 million, which helped pre-tax income grow faster than operating income. Comparable sales (excluding gasoline and foreign exchange effects) were 5.2% for the quarter and 6.8% year-to-date at the total company level, with the U.S. running at 5.7% for the quarter. E-commerce comparable sales declined sharply, down 9.6% in the quarter and 6.8% year-to-date, a notable weakness that investors will likely watch closely. February net sales of $17.06 billion grew 4.7%, and the Lunar New Year timing shift added roughly 0.25 percentage points to total company sales for the month. Balance sheet liquidity improved, with cash and equivalents rising to $12.97 billion from $10.20 billion at fiscal year-end, while merchandise inventories fell to $16.08 billion from $17.91 billion. Long-term debt remained modest at about $6.6 billion including the current portion. The filing is an earnings release furnished under Item 2.02 and does not include formal guidance or any new regulatory or transactional event. Investors should weigh the strong earnings and liquidity against the e-commerce slowdown, the rise in other current liabilities, and the continuing dependence of results on membership fee income and comparable sales growth.

Mar 3, 2023 8-K

Shareholder Matters

COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 25, 2023)

Costco Wholesale Corporation (COST) filed an 8-K report detailing the outcomes of its Annual Meeting of Shareholders held on January 19, 2023. The primary focus of this filing is the voting results on several key corporate governance matters. Notably, all nominated directors were re-elected to serve until the 2024 Annual Meeting, and the selection of KPMG LLP as the independent auditor for fiscal year 2023 was ratified. Shareholders also provided advisory approval for executive compensation in fiscal year 2022 and indicated a preference for annual advisory votes on executive compensation going forward. The report also includes the results of a shareholder proposal concerning the risks associated with state policies restricting reproductive rights. While the proposal did not pass, the details of the vote offer insight into shareholder sentiment on this specific issue. Overall, the filing indicates strong shareholder support for the company's board and auditor, along with a clear direction on executive compensation review frequency.

Jan 25, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Jan 19, 2023)

Costco Wholesale Corporation (COST) disclosed in this 8-K, dated January 19, 2023, two routine but investor-relevant capital return actions. The Board declared a quarterly cash dividend of $0.90 per share, payable February 17, 2023, to shareholders of record as of February 3, 2023. The Board also reauthorized a new $4 billion common stock repurchase program that expires in January 2027, replacing the existing $4 billion program adopted in 2019 (scheduled to expire April 2023), under which roughly $1.4 billion had been purchased. The filing is a brief event disclosure with no financial statements, and it does not report earnings, revenue, or guidance. The press release also notes that Costco operated 847 warehouses at the time, with 583 in the United States and Puerto Rico and the remainder spread across Canada, Mexico, Japan, the United Kingdom, Korea, Taiwan, Australia, and several smaller markets, along with e-commerce sites in eight countries. For investors, the key takeaways are continuity and capital allocation: the dividend signals ongoing cash returns to shareholders, and the repurchase reauthorization indicates management's willingness to deploy cash toward buybacks. The forward-looking statements in the release flag risks including inflation, competition, consumer spending, tariffs, and the Ukraine conflict, as well as employee and energy costs.

Jan 19, 2023 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Dec 9, 2022)

Costco reported first-quarter fiscal 2023 results (twelve weeks ended November 20, 2022) with total revenue of $54.44 billion, up 8.1% from $50.36 billion a year earlier. Net sales rose 8.1% to $53.44 billion, and membership fees grew 5.7% to $1.00 billion. Growth was driven largely by U.S. comparable sales, which rose 9.3% (6.5% adjusted for gasoline prices and foreign exchange). Total company comparable sales were 6.6% reported and 7.1% adjusted. Canada and Other International comps were weaker on a reported basis, and e-commerce comparable sales declined 3.7% reported (2.0% decline adjusted), which is a notable soft spot. Profitability grew more slowly than sales. Operating income rose 3.4% to $1.75 billion, and diluted EPS was $3.07 versus $2.98, up about 3%. Results were affected by one-time items in both periods. This year included a $93 million pre-tax charge (about $0.15 per share), mainly for downsizing charter shipping, and a $53 million tax benefit (about $0.12 per share) tied to stock-based compensation. Last year included a $118 million pre-tax IT asset write-off (about $0.20 per share) and a $91 million stock-compensation tax benefit (about $0.21 per share). Adjusted for these items, underlying earnings growth looks stronger than reported figures suggest, though the filing does not provide a formal non-GAAP reconciliation. The balance sheet remained strong as of November 20, 2022. Cash and short-term investments totaled about $11.7 billion against roughly $6.5 billion of total debt, a net cash position. Merchandise inventories rose 3.7% from August 2022 to $18.57 billion, and accounts payable of $18.35 billion nearly matched inventory, reflecting Costco's negative working capital model. The company operated 847 warehouses at quarter end. This is an earnings release furnished under Item 2.02, not a filing of new obligations, and it contains no guidance or material corporate action.

Dec 9, 2022 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Nov 9, 2022)

Costco Wholesale Corporation (COST) filed an 8-K on November 8, 2022, detailing the fiscal year 2023 executive bonus performance criteria approved by the Compensation Committee of the Board of Directors. This filing outlines the structure and targets for executive compensation, emphasizing performance-based incentives tied to key financial and non-financial metrics. The company is reinforcing its commitment to aligning executive rewards with strategic objectives such as sales growth, profitability, and environmental, social, and governance (ESG) initiatives. The approved criteria indicate a multi-faceted bonus structure for its top executives, including the CEO, President, and other executive officers. A significant portion of potential bonuses is linked to achieving specific sales and pre-tax income targets, with payouts ranging from zero to 120% of the target amount based on performance levels. Additionally, a component of the bonus is now tied to environmental and social objectives, reflecting a growing emphasis on ESG factors within the company's compensation strategy. This approach aims to motivate leadership to drive both financial success and responsible corporate citizenship.

Nov 9, 2022 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Oct 12, 2022)

Costco Wholesale Corporation (Nasdaq: COST) disclosed in an 8-K filed October 12, 2022 that its Board of Directors declared a quarterly cash dividend of $0.90 per share on common stock. The dividend is payable November 10, 2022, to shareholders of record as of the close of business on October 28, 2022. The filing is a routine, shareholder-return disclosure under Item 8.01 (Other Events) and does not include financial results, guidance, or material operational changes. For investors, the key takeaway is the continued commitment to returning capital to shareholders through a steady, predictable quarterly dividend. The $0.90 quarterly payment annualizes to $3.60 per share, a stable payout that reflects the board's confidence in the company's cash generation. Investors tracking income or total return should note the October 28 record date, since shares must be held at the close of that date to receive the November 10 payment. The accompanying press release also provides a snapshot of Costco's global footprint, noting 839 warehouses across the United States, Canada, Mexico, Japan, the United Kingdom, Korea, Taiwan, Australia, Spain, France, China, Iceland and New Zealand, along with e-commerce sites in eight markets. The filing includes standard forward-looking statement cautions covering economic conditions, inflation, competition, geopolitical risks including the Ukraine conflict and tariffs, climate-related impacts, and lingering COVID-19 effects.

Oct 12, 2022 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (Sep 23, 2022)

Costco reported fourth-quarter and fiscal 2022 results for the 16-week Q4 and 52-week year ended August 28, 2022. Net sales rose 15.2% to $70.76 billion in Q4 and 16.0% to $222.73 billion for the year. Net income attributable to Costco was $1.868 billion ($4.20 diluted EPS) in Q4, up from $3.76 a year earlier, and $5.84 billion ($13.14 diluted EPS) for the full year, up from $11.27. Prior-year Q4 results included an $84 million pre-tax IT asset write-off ($0.14 per share), so the underlying Q4 EPS growth was somewhat stronger than the reported figures suggest. Top-line growth was boosted by gasoline prices and foreign exchange. Excluding those effects, total company comparable sales grew 10.4% in Q4 and 10.6% for the year, versus reported figures of 13.7% and 14.4%. U.S. adjusted comparables were 9.6% in Q4 and 10.4% for the year, while Canada and Other International were stronger on an adjusted basis. E-commerce adjusted comparables were 8.4% in Q4 and 10.4% for the year, with the reported Q4 figure of 7.1% reflecting a tougher comparison and currency effects. Membership fees grew about 7.5% in Q4 and 8.9% for the year, supporting the recurring-revenue profile. The balance sheet remained solid, with $10.2 billion in cash, $846 million in short-term investments, and total debt of roughly $6.6 billion, implying a net cash position. Merchandise inventories increased about 26% year over year to $17.9 billion, which is well ahead of sales growth and warrants monitoring for working capital and markdown risk. The company operated 838 warehouses at quarter end. The release contained no forward guidance, and it flagged risks including inflation, exchange rates, competition, consumer spending, and geopolitical conditions such as the Ukraine conflict and tariffs.

Sep 23, 2022 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Corporate Update (Jul 13, 2022)

Costco Wholesale Corporation (Nasdaq: COST) filed an 8-K on July 13, 2022 to announce that its Board of Directors declared a quarterly cash dividend of $0.90 per share. The dividend is payable August 12, 2022, to shareholders of record at the close of business on July 29, 2022. The filing is routine in nature: it reports a scheduled capital return action under Item 8.01 (Other Events) and includes a press release as Exhibit 99.1. It contains no financial results, guidance, or material changes to operations. The press release also provides an operational snapshot of the business, reporting 833 warehouses across 13 countries and e-commerce sites in eight markets. Of the warehouses, 574 are in the United States and Puerto Rico, 107 in Canada, 40 in Mexico, and 31 in Japan, with the remainder distributed across the United Kingdom, Korea, Taiwan, Australia, Spain, France, China, and Iceland. This footprint is useful context for investors tracking the company's international expansion. For income-focused investors, the key takeaway is the dividend's consistency and predictability. A $0.90 quarterly payment equals $3.60 annualized. The filing does not disclose the dividend yield, payout ratio, or whether the amount changed from prior periods, so those metrics should be assessed using the company's share price and earnings data from its 10-Q and 10-K filings.

Jul 13, 2022 8-K

COSTCO WHOLESALE CORP /NEW 8-K Report, Financial Results (May 26, 2022)

Costco Wholesale (COST) reported third-quarter fiscal 2022 results (twelve weeks ended May 8, 2022) and year-to-date results through 36 weeks. Net sales rose 16.3% to $51.61 billion for the quarter, and 16.4% to $151.97 billion for the first 36 weeks. Total revenue for the quarter was $52.60 billion, including $984 million in membership fees. Growth was driven by strong comparable sales: total company comparable sales rose 14.9% for the quarter (10.8% excluding gasoline prices and foreign exchange), with U.S. comparables up 16.6% (10.7% adjusted) and e-commerce up 7.4% (7.9% adjusted). Profitability was solid but absorbed a one-time cost. Quarterly net income attributable to Costco was $1.35 billion, or $3.04 per diluted share, versus $2.75 per share a year earlier. The quarter included a one-time $77 million pretax charge ($0.13 per diluted share) for incremental benefits under a new employee agreement effective March 14. Excluding this charge, earnings growth was robust. Year-to-date diluted EPS was $8.94 versus $7.51 last year. Operating income rose 7.7% in the quarter to $1.79 billion, and merchandise margin dynamics and SG&A growth were the main factors shaping the spread. From a balance sheet perspective, Costco ended the quarter with $11.19 billion in cash and equivalents and total debt of roughly $6.58 billion (current plus long-term). Merchandise inventories rose to $17.62 billion from $14.22 billion at fiscal year-end 2021, a 24% increase, which warrants monitoring alongside accounts payable of $17.65 billion. The company operated 830 warehouses at quarter end. This 8-K furnished the earnings release under Item 2.02 and does not contain forward guidance beyond the standard cautionary language.

May 26, 2022 8-K