8-K
COSTCO WHOLESALE CORP /NEW (COST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 25, 2025
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
| Washington | 0-20355 | 91-1223280 |
|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission <br>File No.) | (I.R.S. Employer <br>Identification No.) |
999 Lake Drive
Issaquah, WA 98027
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 425-313-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.005 per share | COST | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On September 25, 2025, the Company issued a press release containing its operating results for the 16-week fourth quarter and the 52-week fiscal year, ended August 31, 2025. A copy of the press release is attached as Exhibit 99.1. In addition, a copy of the Company's earnings release supplement for the fourth quarter of fiscal 2025 is attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1. Press release dated September 25, 2025.
99.2. Fourth quarter fiscal 2025 supplemental information.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COSTCO WHOLESALE CORPORATION | ||
|---|---|---|
| Dated: September 25, 2025 | By: | /s/ Gary Millerchip |
| Gary Millerchip | ||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
Press Release
COSTCO WHOLESALE CORPORATION REPORTS FOURTH QUARTER AND FISCAL YEAR 2025 OPERATING RESULTS
ISSAQUAH, Wash., September 25, 2025 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the 16-week fourth quarter and the 52-week fiscal year ended August 31, 2025.
Net sales for the quarter increased 8.0 percent, to $84.4 billion, from $78.2 billion last year. Net sales for the fiscal year increased 8.1 percent, to $269.9 billion, from $249.6 billion last year.
Comparable sales for the fourth quarter and fiscal year were as follows:
| 16 Weeks | 16 Weeks | 52 Weeks | 52 Weeks | |
|---|---|---|---|---|
| Adjusted* | Adjusted* | |||
| U.S. | 5.1% | 6.0% | 6.2% | 7.3% |
| Canada | 6.3% | 8.3% | 5.0% | 8.3% |
| Other International | 8.6% | 7.2% | 4.8% | 8.2% |
| Total Company | 5.7% | 6.4% | 5.9% | 7.6% |
| E-commerce | 13.6% | 13.5% | 15.6% | 16.1% |
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the fourth quarter was $2.610 billion, $5.87 per diluted share, compared to $2.354 billion, $5.29 per diluted share, last year. Last year's results included a net non-recurring tax benefit of $63 million, $0.14 per diluted share, related to a transfer pricing settlement, and true-ups of tax reserves. Net income for the fiscal year was $8.099 billion, $18.21 per diluted share, compared to $7.367 billion, $16.56 per diluted share, last year.
Costco currently operates 914 warehouses, including 629 in the United States and Puerto Rico, 110 in Canada, 42 in Mexico, 37 in Japan, 29 in the United Kingdom, 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, two in France, two in Sweden, and one each in Iceland, and New Zealand. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, and Australia.
A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, September 25, 2025, and will be available via a webcast on investor.costco.com (click “Events & Presentations”).
Press Release
Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.
CONTACTS: Costco Wholesale Corporation
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305
COST-Earn
Press Release
COSTCO WHOLESALE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data) (unaudited)
| 16 Weeks Ended | 52 Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| August 31,<br>2025 | September 1,<br>2024 | August 31,<br>2025 | September 1,<br>2024 | |||||
| REVENUE | ||||||||
| Net sales | $ | 84,432 | $ | 78,185 | $ | 269,912 | $ | 249,625 |
| Membership fees | 1,724 | 1,512 | 5,323 | 4,828 | ||||
| Total revenue | 86,156 | 79,697 | 275,235 | 254,453 | ||||
| OPERATING EXPENSES | ||||||||
| Merchandise costs | 75,037 | 69,588 | 239,886 | 222,358 | ||||
| Selling, general and administrative | 7,778 | 7,067 | 24,966 | 22,810 | ||||
| Operating income | 3,341 | 3,042 | 10,383 | 9,285 | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense | (46) | (49) | (154) | (169) | ||||
| Interest income and other, net | 215 | 120 | 589 | 624 | ||||
| INCOME BEFORE INCOME TAXES | 3,510 | 3,113 | 10,818 | 9,740 | ||||
| Provision for income taxes | 900 | 759 | 2,719 | 2,373 | ||||
| NET INCOME | $ | 2,610 | $ | 2,354 | $ | 8,099 | $ | 7,367 |
| NET INCOME PER COMMON SHARE: | ||||||||
| Basic | $ | 5.88 | $ | 5.30 | $ | 18.24 | $ | 16.59 |
| Diluted | $ | 5.87 | $ | 5.29 | $ | 18.21 | $ | 16.56 |
| Shares used in calculation (000's): | ||||||||
| Basic | 444,007 | 444,013 | 443,985 | 443,914 | ||||
| Diluted | 444,706 | 444,977 | 444,803 | 444,759 |
Press Release
COSTCO WHOLESALE CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in millions, except par value and share data) (unaudited)
Subject to Reclassification
| August 31,<br>2025 | September 1,<br>2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | $ | 14,161 | $ | 9,906 |
| Short-term investments | 1,123 | 1,238 | ||
| Receivables, net | 3,203 | 2,721 | ||
| Merchandise inventories | 18,116 | 18,647 | ||
| Other current assets | 1,777 | 1,734 | ||
| Total current assets | 38,380 | 34,246 | ||
| OTHER ASSETS | ||||
| Property and equipment, net | 31,909 | 29,032 | ||
| Operating lease right-of-use assets | 2,725 | 2,617 | ||
| Other long-term assets | 4,085 | 3,936 | ||
| TOTAL ASSETS | $ | 77,099 | $ | 69,831 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Accounts payable | $ | 19,783 | $ | 19,421 |
| Accrued salaries and benefits | 5,205 | 4,794 | ||
| Accrued member rewards | 2,677 | 2,435 | ||
| Deferred membership fees | 2,854 | 2,501 | ||
| Other current liabilities | 6,589 | 6,313 | ||
| Total current liabilities | 37,108 | 35,464 | ||
| OTHER LIABILITIES | ||||
| Long-term debt, excluding current portion | 5,713 | 5,794 | ||
| Long-term operating lease liabilities | 2,460 | 2,375 | ||
| Other long-term liabilities | 2,654 | 2,576 | ||
| TOTAL LIABILITIES | 47,935 | 46,209 | ||
| COMMITMENTS AND CONTINGENCIES | ||||
| EQUITY | ||||
| Preferred stock $0.005 par value; 100,000,000 shares authorized; no shares issued and outstanding | — | — | ||
| Common stock $0.005 par value; 900,000,000 shares authorized; 443,237,000 and 443,126,000 shares issued and outstanding | 2 | 2 | ||
| Additional paid-in capital | 8,282 | 7,829 | ||
| Accumulated other comprehensive loss | (1,770) | (1,828) | ||
| Retained earnings | 22,650 | 17,619 | ||
| TOTAL EQUITY | 29,164 | 23,622 | ||
| TOTAL LIABILITIES AND EQUITY | $ | 77,099 | $ | 69,831 |
Press Release
COSTCO WHOLESALE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in millions) (unaudited)
Subject to Reclassification
| 52 Weeks Ended | ||||
|---|---|---|---|---|
| August 31,<br>2025 | September 1,<br>2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net income | $ | 8,099 | $ | 7,367 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 2,426 | 2,237 | ||
| Non-cash lease expense | 303 | 315 | ||
| Stock-based compensation | 860 | 818 | ||
| Other non-cash operating activities, net | (117) | (9) | ||
| Changes in working capital | 1,764 | 611 | ||
| Net cash provided by operating activities | 13,335 | 11,339 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchases of short-term investments | (1,028) | (1,470) | ||
| Maturities of short-term investments | 1,141 | 1,790 | ||
| Additions to property and equipment | (5,498) | (4,710) | ||
| Other investing activities, net | 74 | (19) | ||
| Net cash used in investing activities | (5,311) | (4,409) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Repayments of short-term borrowings | (862) | (920) | ||
| Proceeds from short-term borrowings | 816 | 928 | ||
| Repayments of long-term debt | (103) | (1,077) | ||
| Proceeds from issuance of long-term debt | — | 498 | ||
| Tax withholdings on stock-based awards | (393) | (315) | ||
| Repurchases of common stock | (903) | (700) | ||
| Cash dividend payments | (2,183) | (9,041) | ||
| Financing lease payments and other financing activities, net | (147) | (137) | ||
| Net cash used in financing activities | (3,775) | (10,764) | ||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 6 | 40 | ||
| Net change in cash and cash equivalents | 4,255 | (3,794) | ||
| CASH AND CASH EQUIVALENTS BEGINNING OF YEAR | 9,906 | 13,700 | ||
| CASH AND CASH EQUIVALENTS END OF YEAR | $ | 14,161 | $ | 9,906 |
costex9928-k92525
4th Quarter FY 2025 Supplemental Information 1 Exhibit 99.2
$84.4B Net Sales +8.0% Growth +5.7% Comparable Sales +6.4% Adjusted Comparable Sales1 +3.7% Comparable Traffic +13.6% E-Comm Comparable Sales +13.5% Adjusted E-Comm Comparable Sales2 Q4 Highlights - Sales 1 - Excluding impacts from changes in gasoline prices and foreign exchange 2 - E-commerce Comparable Sales excluding impacts from FX 2 +1.9% Comparable Ticket +2.6% Adjusted Comparable Ticket1
Q4 Highlights – Sales - Segment Reporting 1 - Excluding impacts from changes in gasoline prices and foreign exchange Comp Sales US Canada Other International Total Company Sales +5.1% +6.3% +8.6% +5.7% Ticket +1.5% +1.0% +5.2% +1.9% Traffic +3.5% +5.3% +3.2% +3.7% 3 Adjusted Comp Sales1 US Canada Other International Total Company Sales +6.0% +8.3% +7.2% +6.4% Ticket +2.4% +2.8% +3.9% +2.6% Traffic +3.5% +5.3% +3.2% +3.7%
Q4 Highlights - Financial Performance Gross Margin 11.13% +13 bps vs. Q4 FY’24 +3 bps ex. gas impact SG&A 9.21% -17 bps vs. Q4 FY’24 -9 bps ex. gas impact 4 1 – Excluding the impacts from changes in gasoline prices Reported Ex Gas1 Reported Ex Gas1 Core +30bps +22bps Ops -15bps -8bps Other Bus -11bps -13bps Central -3bps -2bps LIFO -6bps -6bps Equity Comp +1bp +1bp Total +13bps +3bps Preopening 0bp 0bp Core on Core Sales: +29bps Total -17bps -9bps + = Favorable/lower, - = Unfavorable/higher Diluted EPS $5.87 +11.0% Growth* Net Income $2.61B +10.9% Growth* *- “Other” Items for the Quarter: - Last year’s results included a net non- recurring tax benefit of $63 million, $0.14 per diluted share, related to a transfer pricing settlement, and true-ups of tax reserves. - Excluding last year’s tax benefit, net income and diluted EPS growth were both +14.0%.
+14.0% Membership Income Growth +13.6% Membership Income Growth ex-FX 89.8% Worldwide Membership Renewal Rate 92.3% US/CN Renewal Rate 81.0MM Paid Memberships +6.3% Growth 145.2MM Total Cardholders +6.1% Growth 38.7MM Executive Memberships 74.2% Penetration of Sales to Executive Members Q4 Highlights - Membership 5
+13.6% E-Comm Comparable Sales 1 - E-commerce Comparable Sales excluding impacts from FX +13.5% Adjusted E-Comm Comparable Sales1 Top Sales Categories: - Gold/Jewelry - Housewares - Tires - Apparel - Sporting Goods - Majors - Small Electrics - Garden/Patio Digital Metrics: - Ecommerce Site Traffic: +27% - Costco Logistics Items Delivered +13% Digital Enhancements: - Data augmentation to enhance search experience - Online waiting room for hot items - Relevant member messaging on home page - Passwordless access for iOS/Android mobile app Q4 Highlights - Digital 6
Q4 Highlights - Warehouse Expansion Malmo, Sweden: 7/1/25 7 Allen, Texas: 8/15/25 Q4 FY’24 End FY’25 Q1 - Q3 FY’25 Q4 FY’25 End FY’26 (E) US 614 10 5 629 649 Canada 108 1 1 110 115 Other International 168 4 3 175 180 Total 890 15 9 914 944
Q4 Highlights - New Member Values KS Apparel KS Organic Extra Firm Tofu 8 New Items KS Ribbon KS Wild Blueberries KS Grass-Fed Beef Sticks KS Combo Calzone KS Chicken Jerky Treat for Dogs 3LB KS Whey Protein
Safe Harbor Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public- health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP. 9