Costco Wholesale Corp

Costco disclosed that on October 13, 2026 its Compensation Committee approved fiscal 2027 executive bonus criteria, with the Nominating and Governance Committee approving the environmental and social criteria. Executive officers other than the CEO are eligible for base bonuses of $400,000, and the CEO for $1.2 million, tied to sales, pre-tax income and environmental and social goals. The Fiscal 2027 Executive Bonus Plan is attached as Exhibit 10.1.

1. 1.Non-CEO executive officers are eligible for base bonuses of $400,000: $160,000 tied to sales targets, $160,000 tied to pre-tax income targets, and up to $80,000 for environmental and social objectives.
2. 2.The CEO is eligible for a base bonus of $1.2 million: $500,000 tied to sales targets, $500,000 tied to pre-tax income targets, and $200,000 for environmental and social metrics.
3. 3.Payout on each of the sales and pre-tax income goals can range from zero to 120% of target depending on achievement.
4. 4.Environmental and social metrics are quantitative and include human capital and environmental-related areas; the filing does not state a payout range for them beyond the stated amounts.
5. 5.The filing does not compare these amounts with fiscal 2026 criteria, so year-over-year changes cannot be determined from the text.

1. 1.Bonus payouts depend on sales and pre-tax income targets, so missing them would reduce payouts, while exceeding them could raise compensation costs up to 120% of target on those goals.
2. 2.The filing does not disclose the specific sales and pre-tax income target levels, which limits investors' ability to judge how demanding the goals are.
3. 3.The environmental and social component relies on quantitative metrics whose details are only in the exhibit, not the filing body.