Ross Stores (ROST) CEO receives 21,140-share grant and holds 51,164 PRSUs

Rhea-AI Filing Summary

ROSS STORES, INC. reported that Chief Executive Officer James Grant Conroy received a grant of 21,140 shares of common stock at no cost under the 2017 Equity Incentive Plan. These shares vest 100% on March 22, 2030, bringing his directly held common stock to 178,293 shares. He also holds performance-based restricted stock units (PRSUs) representing a contingent right to receive 51,164 additional common shares, each with an exercise price of $0.0000, awarded pursuant to Rule 16b-3(d).

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^*

Conroy James Grant

(Last) (First) (Middle)

5130 HACIENDA DRIVE

(Street)

DUBLIN CA 94568

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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

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

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

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	03/11/2026		A		21,140(1)	A	$0	178,293	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
PRSU	(2)							(2)	(2)	Common Stock	51,164		51,164	D

Explanation of Responses:

1. Shares issued under the terms of the 2017 Equity Incentive Plan. Shares become vested as follows: 100% on March 22, 2030.

2. Each PRSU represents a contingent right to receive an equivalent number of shares of issuer common stock. Grants awarded pursuant to Rule 16b-3(d).

	/s/ Ken Jew for James Grant Conroy	03/13/2026
	** 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).
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FAQ

What did Ross Stores (ROST) CEO James Grant Conroy report in this Form 4?

The filing shows CEO James Grant Conroy received 21,140 Ross Stores common shares as an equity award. These were granted at no cost under the 2017 Equity Incentive Plan, increasing his directly held common stock position to 178,293 shares after the transaction.

How do the new Ross Stores (ROST) shares granted to the CEO vest?

The 21,140 common shares granted to the CEO vest in a single cliff on March 22, 2030. This means none of the shares are currently vested; full ownership transfers only on that future date, assuming plan conditions continue to be satisfied.

What PRSU holdings does the Ross Stores (ROST) CEO report?

The CEO reports performance-based restricted stock units (PRSUs) tied to 51,164 underlying Ross Stores common shares. Each PRSU represents a contingent right to receive one share at an exercise price of $0.0000, with issuance dependent on meeting applicable performance and vesting conditions.

Is the Ross Stores (ROST) CEO’s Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a compensatory grant, not a market purchase. The 21,140 shares were issued at a price of $0.0000 under the company’s 2017 Equity Incentive Plan, reflecting an award of stock-based compensation rather than a buy order on the open market.

How many Ross Stores (ROST) common shares does the CEO hold after this award?

After the award, the CEO directly holds 178,293 Ross Stores common shares. In addition, he holds PRSUs tied to 51,164 more underlying shares, which may settle into common stock in the future if the plan’s vesting and performance conditions are satisfied.