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by NexusAlert Team

Costco Insiders "Sold" $24.5 Million. About $10 Million of It Was Tax Withholding.

Costco's insider screen shows $24.5 million of net selling right after a record 10-K. NexusAlert's Company Dossier shows how much was tax withholding and how much was real sales.

Claudine Adamo sold 2,200 Costco shares on September 29. Costco’s insider screen says executives sold $24.5 million.

Costco’s Company Dossier shows $24.5 million of net insider selling across 34 Form 4 transactions, in the same week its 10-K confirmed fiscal 2026 net income of $9.226 billion, up 14%. The filing is the annual report for the year ended August 30, and NexusAlert flagged it as a High severity opportunity alert when it posted.

Adamo, an executive vice president, sold 2,200 shares at $915.93, about $2.0 million, according to her Form 4. The form does not mark the sale as made under a 10b5-1 plan, and she still holds about 7,100 shares directly. Put that next to a $24.5 million headline figure and the question writes itself: are Costco’s executives heading for the exits?

The honest answer takes one more click than the headline does.

What the 10-K says

Net income was $9,226 million, up 14% from $8,099 million. Diluted EPS rose to $20.76 from $18.21. Net sales reached $297.2 billion, up 10%, and membership fees added $5.9 billion. Costco opened 28 warehouses, 25 net of relocations, and raised its quarterly dividend 13%.

Most coverage came from the September 25 earnings release. The 10-K adds the language around it. It names Walmart, Target, Kroger and Amazon as significant competitors and says Costco intends to keep opening warehouses in new markets, which is where the “competitive moat” and “new market entry” flags on the alert come from.

NexusAlert Alert Details modal for Costco Wholesale showing a High severity 10-K alert with flags for revenue growth, margin expansion, strong cash flow, dividend change, new market entry and competitive moat, plus the AI summary of fiscal 2026 net income of $9,226 million and the impact analysis.
NexusAlert flagged Costco's 10-K as High severity, with the net income, EPS, warehouse and dividend figures summarized in plain language.

Take the $24.5 million apart

Open the Insider activity card and the by role bar says officers account for $23.2 million. That sounds like executives selling. The expanded Form 4 table says otherwise.

About $10.2 million of the total is tax withholding, shares Costco holds back to cover taxes when restricted stock vests. Seven executive vice presidents had $9.1 million withheld on a single day, September 13, the same day eight restricted stock unit vests posted at $0. Nobody chose to sell those shares.

What is left is about $13.6 million of open market sales, 12 of them, by nine insiders over the past year. Two of the nine are directors. The largest single transaction was $2.2 million, by executive vice president William Richard Wilcox last November. The rest of the gap is roughly $0.6 million in other dispositions.

NexusAlert Company Dossier Insider activity card for COST showing net insider flow of $24.5 million in selling across 34 transactions, sell value by role, notable Form 4 sales, and an expanded transaction table where seven executive vice presidents show Tax Withholding entries on September 13.
The expanded transaction table separates open market sales from tax withholding. Seven executive vice presidents show Tax Withholding on the same day, September 13.

The score that cuts the other way

None of this makes the insider picture clean. Costco’s Insider Conviction score is 1.1 out of 10, in the bottom 11% of companies NexusAlert scores. None of the 34 Form 4 line items is an open market purchase, and the Dossier lists 14 Form 144 notices of planned selling worth $15.5 million this period, $2.7 million of it in the trailing 90 days. A weak score describes a year of sales with no buying to offset them.

It does not describe the business. The same page scores Earnings Quality at 9.5 and Financial Strength at 9.7, top 5% and top 3% of companies scored. The overall score is 20.3 out of 30, with three of five pillars rated. Two true things about one company, and neither cancels the other. This is not investment advice.

NexusAlert Company Dossier Company scores band for COST showing an overall score of 20.3 out of 30 with Insider Conviction 1.1 weak, Earnings Quality 9.5 strong in the top 5 percent, Financial Strength 9.7 strong in the top 3 percent, and Governance and Institutional Flow not yet rated.
Insider Conviction scores 1.1 while Earnings Quality and Financial Strength both land in the top 5 percent. Both facts are true at once.

The lesson

A net selling number is a receipt, not a confession. It adds up everything that left an insider’s account, whether they chose it or a vesting schedule did. The line items tell you who, why and how much, and they take about a minute to read.

Read the whole filing, not the headline.

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Sources

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