[8-K] ROSS STORES, INC. Reports Material Event

Rhea-AI Filing Summary

Ross Stores, Inc. announced a planned leadership transition at its Board. Longtime Executive Chairman Michael Balmuth will continue in that role through January 31, 2026, then step down as Executive Chairman and retire from the Board at the same time. He will remain an employee as Senior Advisor from February 1, 2026 through March 31, 2026 to support the transition.

The company expects to reduce the number of authorized Board seats by one, to ten directors, when Mr. Balmuth leaves the Board. In connection with this change, the Board has approved the appointment of K. Gunnar Bjorklund as Chairman of the Board, effective February 1, 2026. Mr. Bjorklund has been a Board member since 2003 and has served as Lead Independent Director since 2023.

Insights

Corporate governance analyst

Ross Stores outlines an orderly Board leadership handoff with defined dates.

Ross Stores is implementing a structured transition in Board leadership. Michael Balmuth will remain Executive Chairman until January 31, 2026, then retire from the Board and serve as Senior Advisor through March 31, 2026. This provides continuity while clearly signaling the end of his formal governance role.

The Board has designated K. Gunnar Bjorklund as Chairman effective February 1, 2026. He has served on the Board since 2003 and as Lead Independent Director since 2023, suggesting familiarity with the company’s strategy and governance processes. The planned reduction of authorized Board seats to ten keeps the Board size aligned with membership after his departure.

From an investor perspective, this is a governance evolution rather than a strategic shift, as the new Chair is a longstanding director. Subsequent company communications may provide more detail on how Board responsibilities and committee leadership develop after these changes take effect.

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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):

November 19, 2025

ROSS STORES, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-14678

94-1390387

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

5130 Hacienda Drive, Dublin, California 94568

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(925) 965-4400

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

Name of each exchange on which registered

Common stock, par value $.01

ROST

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) As previously disclosed, and as provided in the Tenth Amendment to his executive employment agreement, Michael Balmuth will continue to serve as the Company’s Executive Chairman through January 31, 2026, at which time he will cease to serve in that role. He will remain an employee of the Company, with the title of Senior Advisor, from February 1, 2026 through March 31, 2026. Mr. Balmuth has notified the Company that he will also retire as a member of the Company’s Board of Directors (the “Board”), effective at the same time that he steps down as Executive Chairman. The Company anticipates that the number of authorized Board seats will then be reduced by one (to ten). In connection with Mr. Balmuth’s transition as Executive Chairman of the Board, the Board has approved the appointment of K. Gunnar Bjorklund as Chairman of the Board, effective February 1, 2026. Mr. Bjorklund has served on the Board since 2003 and has held the role of Lead Independent Director since 2023.

Item 7.01 Regulation FD Disclosure.

On November 24, 2025, the Company issued a press release regarding Board leadership succession. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.                         

    

			Exhibit No.						Description
			99.1						November 24, 2025 Press Release by Ross Stores, Inc.
			104						Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

SIGNATURES

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.

Date: November 24, 2025

			ROSS STORES, INC.
			Registrant
			By:			/s/Ken Jew
						Ken Jew
						Group Senior Vice President, General Counsel and
						Corporate Secretary

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FAQ

What Board leadership changes did Ross Stores (ROST) announce?

Ross Stores announced that Michael Balmuth will serve as Executive Chairman through January 31, 2026, then retire from the Board, and that K. Gunnar Bjorklund will become Chairman effective February 1, 2026.

When will Michael Balmuth retire from the Ross Stores Board of Directors?

Michael Balmuth will retire as a member of the Ross Stores Board of Directors effective when he steps down as Executive Chairman on January 31, 2026.

What role will Michael Balmuth have at Ross Stores after stepping down as Executive Chairman?

After stepping down as Executive Chairman, Michael Balmuth will remain an employee of Ross Stores as Senior Advisor from February 1, 2026 through March 31, 2026.

Who is K. Gunnar Bjorklund, the new Chairman of Ross Stores?

K. Gunnar Bjorklund has served on the Ross Stores Board since 2003 and has been the Lead Independent Director since 2023. He will become Chairman of the Board on February 1, 2026.

Will the size of the Ross Stores Board change after this transition?

Yes. Ross Stores anticipates reducing the number of authorized Board seats by one, to a total of ten, when Michael Balmuth retires from the Board.

Did Ross Stores issue a press release about the Board succession plan?

Yes. Ross Stores issued a press release on November 24, 2025 regarding Board leadership succession, which is included as Exhibit 99.1 to the report.