Ross Stores (ROST) operations chief granted 8,579 shares, 2,802 withheld

Rhea-AI Filing Summary

Ross Stores, Inc. reported that President, Operations Stephen C. Brinkley received a grant of 8,579 shares of common stock on March 20, 2026 as a performance award under the 2017 Equity Incentive Plan. According to the terms, 2,574 shares vest on March 20, 2026, another 2,574 shares vest on March 19, 2027, and the remaining 3,431 shares vest on March 17, 2028. On the same date, 2,802 shares were disposed of at $211.19 per share to cover tax obligations, a non-market transaction. After these entries, Brinkley directly holds 68,897 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

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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^*

Brinkley Stephen C

(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)
	PRESIDENT, OPERATIONS

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		8,579(1)	A	$0	71,699	D
Common Stock	03/20/2026		F		2,802	D	$211.19	68,897	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: 2,574 shares vest as of March 20, 2026, 2,574 shares vest as of March 19, 2027, and 3,431 shares vest as of March 17, 2028.

	/s/ Ken Jew for Stephen C. Brinkley	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) executive Stephen C. Brinkley report on this Form 4?

Stephen C. Brinkley reported a grant of 8,579 Ross Stores common shares and a related tax-withholding disposition of 2,802 shares. These transactions reflect equity compensation and associated tax obligations, not open-market buying or selling activity.

How many Ross Stores shares were granted to Stephen C. Brinkley in this award?

Stephen C. Brinkley received a grant of 8,579 Ross Stores common shares. The award was issued under the 2017 Equity Incentive Plan and represents performance-based compensation rather than a market purchase of stock.

What is the vesting schedule for Stephen C. Brinkley’s 8,579-share award at Ross Stores (ROST)?

The 8,579-share award vests in three installments: 2,574 shares on March 20, 2026, 2,574 shares on March 19, 2027, and 3,431 shares on March 17, 2028, subject to the plan’s terms and continued eligibility.

Why were 2,802 Ross Stores shares disposed of at $211.19 in Brinkley’s Form 4?

The 2,802 shares at $211.19 were withheld to satisfy tax liabilities associated with the equity award. This tax-withholding disposition is an administrative transaction, not an open-market sale initiated for portfolio or valuation reasons.

How many Ross Stores (ROST) shares does Stephen C. Brinkley own after these transactions?

Following the grant and related tax withholding, Stephen C. Brinkley directly holds 68,897 Ross Stores common shares. This total reflects his updated ownership position after recording both the award acquisition and the tax-driven share disposition.

Is Stephen C. Brinkley’s Ross Stores Form 4 a sign of insider buying or selling?

The filing shows an equity award and tax withholding, not discretionary buying or selling. Brinkley acquired 8,579 shares as compensation and had 2,802 shares withheld for taxes, a routine mechanism that does not represent an open-market trade.