Ross Stores (ROST) CMO awarded 7,047-share equity grant vesting in 2031

Rhea-AI Filing Summary

ROSS STORES, INC. president and chief merchandising officer for Ross Dress for Less, Karen Fleming, received a grant of 7,047 shares of common stock as equity compensation at a price of $0.00 per share. These shares were issued under the 2017 Equity Incentive Plan and are scheduled to vest 100% on March 21, 2031. Following this award, Fleming directly owns a total of 95,469.505 common shares, which includes small amounts previously acquired through the company’s employee stock purchase plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fleming Karen

Role PRES, CMO ROSS DRESS FOR LESS

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,047	$0.00	--

Holdings After Transaction: Common Stock — 95,469.505 shares (Direct)

Footnotes (1)

1. Shares issued under the terms of the 2017 Equity Incentive Plan. Shares become vested as follows: 100% on March 21, 2031. Securities Beneficially Owned include 48 shares acquired on September 30, 2025 and 40 shares acquired on December 31, 2025 pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fleming Karen

(Last) (First) (Middle)

5130 HACIENDA DRIVE

(Street)

DUBLIN CALIFORNIA 94568

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ROSS STORES, INC. [ ROST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRES, CMO ROSS DRESS FOR LESS

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		A		7,047(1)	A	$0	95,469.505(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares issued under the terms of the 2017 Equity Incentive Plan. Shares become vested as follows: 100% on March 21, 2031.

2. Securities Beneficially Owned include 48 shares acquired on September 30, 2025 and 40 shares acquired on December 31, 2025 pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.

	/s/ Ken Jew for Karen Fleming	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ross Stores (ROST) executive Karen Fleming report in this Form 4?

Karen Fleming reported receiving a grant of 7,047 Ross Stores common shares as equity compensation. The shares were issued at $0.00 per share under the 2017 Equity Incentive Plan and increase her direct ownership stake in the company.

How many Ross Stores (ROST) shares did Karen Fleming receive and at what price?

Karen Fleming received 7,047 shares of Ross Stores common stock at a price of $0.00 per share. This reflects a stock award rather than an open-market purchase, granted as part of the company’s 2017 Equity Incentive Plan for executive compensation.

When do Karen Fleming’s new Ross Stores (ROST) shares vest?

The 7,047 Ross Stores shares granted to Karen Fleming vest 100% on March 21, 2031. Until that vesting date, the award remains subject to the plan’s terms, after which the full grant is scheduled to become fully vested in a single tranche.

What is Karen Fleming’s total Ross Stores (ROST) share ownership after this transaction?

After this equity grant, Karen Fleming directly owns 95,469.505 shares of Ross Stores common stock. This total includes the newly awarded 7,047 shares and smaller amounts previously acquired through the company’s employee stock purchase plan under Rule 16b-3 exemptions.

Under which plan were Karen Fleming’s Ross Stores (ROST) shares granted?

The 7,047 Ross Stores shares were granted under the company’s 2017 Equity Incentive Plan. This plan provides stock-based awards to executives, with these particular shares scheduled to vest entirely on March 21, 2031 according to the disclosed vesting schedule.

Were Karen Fleming’s Ross Stores (ROST) shares acquired on the open market?

No, the 7,047 Ross Stores shares were not an open-market purchase. They were granted at $0.00 per share as an equity award under the 2017 Equity Incentive Plan, reflecting compensation rather than a discretionary market transaction.