Costco files quarterly report, shelf registration, and stock sale notice

Costco added a fresh layer of financing flexibility just as it kept pushing ahead with new warehouses, remodels, and digital investment. The company filed a June 3 quarterly 10-Q, a June 3 automatic shelf registration statement on Form S-3ASR, and then a June 5 Form 144 notice of proposed sale of securities.

For workers on the floor, that paperwork does not change tomorrow’s shift. But it does show how Costco keeps its capital toolbox ready while it keeps opening stores, modernizing buildings, and funding the systems that affect hiring, training, merchandise flow, and warehouse traffic. The shelf registration says Costco can offer debt securities from time to time after the filing becomes effective, depending on market conditions and other factors. The Form 144 is a standard notice that securities may be sold, not a sign that a major corporate shift is underway.

The filing lists Costco’s principal executive offices at 999 Lake Drive in Issaquah, Washington 98027. John Sullivan is named as agent for service, and copies went to Perkins Coie lawyers Andrew B. Moore and Christopher Wassman. Costco’s investor relations page showed the same filing sequence, with the June 5 Form 144 following the June 3 shelf registration and quarterly report.

The timing matters because Costco’s operating numbers remained strong. In its May 28 third-quarter report, the company said net sales reached $69.2 billion, up 11.6% from a year earlier. Costco also said it expected about $6.5 billion in fiscal 2026 capital expenditures to support warehouse and digital expansion, opened four net new warehouses in the quarter, and revised its fiscal 2026 plan to 26 net new openings, with two openings pushed into fiscal 2027. Costco’s fiscal 2025 annual report said it operated 914 warehouses worldwide at Aug. 31, 2025, up from 890 a year earlier, and said it planned up to 35 new warehouses, including five relocations, in fiscal 2026.

That growth engine is part of why the financing disclosures matter to employees who have built Costco’s high-wage model around solid store traffic and steady expansion. Membership fee income rose to $1.37 billion in the quarter, up 10.7%, helped by the Sept. 1, 2024 fee increase that lifted Gold Star and Business memberships from $60 to $65 and Executive memberships from $120 to $130. Costco said it had 82.9 million paid members and a 92.2% renewal rate in the U.S. and Canada, numbers that help explain why the company can keep funding expansion while preserving the operating pace that warehouse crews, meat and bakery teams, optical staff, forklift operators, stockers, and managers see every day.