FORM 3
| Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Estimated average burden hours per response... 0.5 |
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| 1. Name and Address of Reporting Person * George Sarah Catherine |
2. Date of Event Requiring Statement (MM/DD/YYYY)
| 3. Issuer Name and Ticker or Trading Symbol COSTCO WHOLESALE CORP /NEW [COST] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Executive Vice President / | ||
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Beneficially Owned | |||
| 1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,401.258 | D | |
| Common Stock | 642.1252 | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
| 1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: Exhibit 24: Power of Attorney provided herewith. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| George Sarah Catherine 999 LAKE DRIVE ISSAQUAH, WA 98027 | Executive Vice President | ||||
| Signatures | ||
| /s/ Alejandro Torres, Attorney-in-Fact | 3/11/2026 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of John Sullivan,
Gary Millerchip, Alejandro Torres, and Soleil Luke, or either of them acting
singly, and with full power of substitution, re-substitution and delegation,
the undersigned's true and lawful attorney-in-fact (each of such persons and
their substitutes and delegees being referred to herein as the
"Attorney-in-Fact"), with full power to act for the undersigned and in the
undersigned's name, place and stead, in the undersigned's capacity as an
officer or director of Costco Wholesale Corporation (the "Company"), to:
1. Take such actions as may be necessary or appropriate to enable the
undersigned to submit and file forms, schedules and other documents with the
U.S. Securities and Exchange Commission ("SEC") utilizing the SEC's
Electronic Data Gathering and Retrieval ("EDGAR") system, which actions may
include (a)
enrolling the undersigned in EDGAR Next and (b) preparing, executing and
submitting to the SEC a Form ID, amendments thereto, and such other documents
and information as may be necessary or appropriate to obtain codes and
passwords enabling the undersigned to make filings and submissions utilizing
the EDGAR system;
2. Prepare and execute any and all forms, schedules and other documents
(including any amendments thereto) the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable for
the undersigned to file with the SEC, under Section 16 of the Securities
Exchange Act of 1934 or any rule or regulation thereunder, including Forms
3, 4 and 5, (all such forms, schedules and other documents being referred to
herein as "SEC Filings");
3. Submit and file SEC Filings with the SEC utilizing the EDGAR system or
cause them to be submitted and filed by a person appointed under Section 5
below;
4. File, submit or otherwise deliver SEC Filings to any securities exchange
on which the Company's securities may be listed or traded;
5. To act as an account administrator for the undersigned's EDGAR account,
including:
(i) appoint, remove and replace account administrators, account users,
technical administrators and delegated entities; (ii) maintain the security
of the undersigned's EDGAR account, including modification of access codes;
(iii) maintain, modify and certify the accuracy of information on the
undersigned's EDGAR account dashboard;
(iv) act as the EDGAR point of contact with respect to the undersigned's
EDGAR account; and (v) any other actions contemplated by Rule 10 of
Regulation S-T with respect to account administrators;
6. Cause the Company to accept a delegation of authority from any of the
undersigned's EDGAR account administrators and, pursuant to that delegation,
authorize the Company's EDGAR account administrators to appoint, remove or
replace users for the undersigned's EDGAR account; and
7. Obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's equity securities
from any third party, including the Company and any brokers, dealers,
employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such third party to release any
such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion on information provided
to such Attorney-in-Fact without independent verification of such
information;
b) Any documents prepared or executed by the Attorney-in-Fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form
and will contain such information as the Attorney-in-Fact, in his or her
discretion, deems necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability
for the undersigned's responsibility to comply with the requirements of
Section 16 of the Exchange Act, any liability of the undersigned for any
failure to comply with such requirements, or any liability of the undersigned
for disgorgement of profits under Section 16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under
Section 16 of the Exchange Act, including, without limitation, the
reporting requirementsunder Section 16 of the Exchange Act. Additionally,
although pursuant to this Power of Attorney the Company will use
commercially reasonable best efforts to timely and accurately file
Section 16 reports on behalf of the undersigned, the Company does not
represent or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the undersigned due to
various factors, including, but not limited to, the shorter deadlines
mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences
between the Company and the undersigned and the Company's need to rely on
others for information, including the undersigned and brokers of the
undersigned.The undersigned hereby grants to the Attorney-in-Fact full
power and authority to do and perform each and every act and thing requisite,
necessary or advisable to be done in connection with the foregoing, as fully,
to all intents and purposes, as the undersigned might or could do in person,
hereby ratifying and confirming all that the Attorney-in-Fact, or his or
her substitute or substitutes, shall lawfully do or cause to be done
by authority of this Power of Attorney.This Power of Attorney shall
remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered
to the Attorney-in-Fact. This Power of Attorney revokes all previous
powers of attorney with respect to the subject matter of this
Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of February 5, 2026
Name: /s/ Sarah Catherine George |