Ross Stores (ROST) CAO reports share award and tax withholding on equity grant

Rhea-AI Filing Summary

Ross Stores Group SVP and CAO Jeffrey P. Burrill reported routine equity compensation activity. He received 1,716 shares of common stock as a grant/award, tied to settlement of a performance award under the 2017 Equity Incentive Plan. According to the footnote, 515 of these shares vest on March 20, 2026, 515 on March 19, 2027, and 686 on March 17, 2028.

On the same date, 2,970 shares were disposed of at $211.19 per share to satisfy tax obligations through share withholding, a non-market transaction. After these entries, Burrill directly holds 35,491 shares of Ross Stores common stock.

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^*

Burrill Jeffrey P

(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)
	Group SVP, CAO & CORP CONTROLL

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		1,716(1)	A	$0	38,461	D
Common Stock	03/20/2026		F		2,970	D	$211.19	35,491	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: 515 shares vest as of March 20, 2026, 515 shares vest as of March 19, 2027, and 686 shares vest as of March 17, 2028.

	/s/ Ken Jew for Jeffrey P. Burrill	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 insider transactions did Ross Stores (ROST) executive Jeffrey P. Burrill report?

Jeffrey P. Burrill reported a grant of 1,716 Ross Stores common shares and a related tax-withholding disposition of 2,970 shares. These are routine compensation and tax events, not open-market trades, and leave him with 35,491 directly held shares.

Was the Ross Stores (ROST) Form 4 transaction an open-market buy or sell?

The Form 4 shows no open-market buys or sells. Burrill received 1,716 shares as a performance-based equity award and had 2,970 shares withheld at $211.19 each to cover tax liabilities, a standard non-market mechanism.

How many Ross Stores (ROST) shares does Jeffrey P. Burrill hold after this Form 4?

Following the reported equity award and tax-withholding disposition, Jeffrey P. Burrill directly holds 35,491 shares of Ross Stores common stock. This figure reflects his position after both the 1,716-share grant and the 2,970-share tax-related share withholding.

What is the vesting schedule of Jeffrey P. Burrill’s Ross Stores (ROST) performance award shares?

The 1,716 performance award shares vest in three tranches: 515 shares on March 20, 2026, 515 shares on March 19, 2027, and 686 shares on March 17, 2028. This staggered vesting links Burrill’s compensation to multi-year company performance.

What does the tax-withholding transaction in the Ross Stores (ROST) Form 4 mean?

The 2,970-share disposition coded “F” reflects shares withheld at $211.19 each to pay tax obligations on the equity award. It is not an open-market sale, but an administrative step where shares are surrendered to satisfy tax liabilities.