Ross Stores (ROST) CFO granted 2,574 shares; 4,617 withheld

Rhea-AI Filing Summary

ROSS STORES, INC. Executive Vice President and Chief Financial Officer William W. Sheehan II reported routine equity compensation activity. He received 2,574 shares of common stock as a grant at $0.00 per share, increasing his holdings before related tax withholding.

On the same date, 4,617 shares of common stock were disposed of at $211.19 per share to cover tax obligations, a non-market transaction that does not reflect an open-market sale decision. After these transactions, he directly holds 36,222 common shares. A footnote explains the shares relate to settlement of a performance award under the 2017 Equity Incentive Plan, with portions vesting in 2026, 2027, and 2028.

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

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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^*

Sheehan William W II

(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)
	EVP, CHIEF FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		A		2,574(1)	A	$0	40,839	D
Common Stock	03/20/2026		F		4,617	D	$211.19	36,222	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 pursuant to settlement of a performance award under the terms of the 2017 Equity Incentive Plan. Shares become vested as follows: 773 shares vest as of March 20, 2026, 772 shares vest as of March 19, 2027, and 1,029 shares vest as of March 17, 2028.

	/s/ Ken Jew for William W. Sheehan II	03/24/2026
	** 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) CFO William Sheehan report in this Form 4?

The Ross Stores CFO reported a routine equity compensation event: a grant of 2,574 common shares and a related tax-withholding disposition of 4,617 shares. These transactions adjust his holdings but do not represent an open-market stock purchase or sale.

How many Ross Stores (ROST) shares were granted to the CFO and at what price?

The CFO received a grant of 2,574 shares of Ross Stores common stock at $0.00 per share as part of his compensation. This reflects a stock award, not a market transaction, and increases his position before the related tax-withholding adjustment.

What is the 4,617-share disposition reported by the Ross Stores (ROST) CFO?

The 4,617-share disposition is a tax-withholding transaction at $211.19 per share, used to cover tax liabilities tied to the equity award. It is not an open-market sale, but a standard mechanism when stock-based compensation vests or settles.

How many Ross Stores (ROST) shares does the CFO hold after these transactions?

After the grant and tax-withholding disposition, the CFO directly holds 36,222 shares of Ross Stores common stock. This figure reflects his updated ownership following the compensation-related adjustments described in the Form 4 filing.

What plan governs the Ross Stores (ROST) CFO’s reported stock award and how does it vest?

The award was issued under the 2017 Equity Incentive Plan and tied to a performance award. According to the footnote, 773 shares vest on March 20, 2026, 772 shares on March 19, 2027, and 1,029 shares on March 17, 2028, subject to plan terms.

Does this Ross Stores (ROST) Form 4 indicate open-market buying or selling by the CFO?

No. The filing shows a stock grant and a tax-withholding disposition, not open-market trades. The grant is compensation, while the 4,617-share disposition covers tax obligations, a common administrative step when performance-based equity awards are settled.