Ross Stores (NASDAQ: ROST) CMO granted shares, delivers stock for taxes

Rhea-AI Filing Summary

ROSS STORES, INC. executive Karen Fleming, President and Chief Merchandising Officer of Ross Dress for Less, reported compensation-related stock transactions. She received a grant of 12,868 shares of common stock at $0.0000 per share as a performance award under the 2017 Equity Incentive Plan. Of these, 3,861 shares vest as of March 20, 2026, 3,860 shares vest as of March 19, 2027, and 5,147 shares vest as of March 17, 2028. On the same date, 9,931 shares were disposed of at $211.19 per share to cover tax obligations, a non-market, tax-withholding transaction. After these entries, she holds 98,406.505 shares of Ross Stores common stock directly.

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^*

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)
03/20/2026

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		12,868(1)	A	$0	108,337.505	D
Common Stock	03/20/2026		F		9,931	D	$211.19	98,406.505	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: 3,861 shares vest as of March 20, 2026, 3,860 shares vest as of March 19, 2027, and 5,147 shares vest as of March 17, 2028.

	/s/ Ken Jew for Karen Fleming	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 Karen Fleming report for ROSS STORES (ROST)?

Karen Fleming reported a grant of 12,868 Ross Stores common shares as a performance award and a related tax-withholding disposition of 9,931 shares on the same date. These transactions are compensation-related rather than open-market buying or selling.

Was the Karen Fleming Form 4 for ROST an open-market stock sale or purchase?

The Form 4 does not show any open-market purchase or sale. It reports a performance-based share award and a tax-withholding disposition, where 9,931 shares were delivered to cover tax liabilities, not sold at the insider’s discretion in the market.

How many ROSS STORES (ROST) shares does Karen Fleming hold after this Form 4?

Following the reported transactions, Karen Fleming directly holds 98,406.505 shares of Ross Stores common stock. This figure reflects the net position after receiving 12,868 shares from the award and delivering 9,931 shares to satisfy tax obligations tied to the grant.

What are the vesting dates for Karen Fleming’s new ROST performance award shares?

The performance award vests in three annual installments. 3,861 shares vest as of March 20, 2026, 3,860 shares vest as of March 19, 2027, and 5,147 shares vest as of March 17, 2028, under the company’s 2017 Equity Incentive Plan.

How is the tax-withholding transaction in the ROST Form 4 characterized?

The 9,931-share disposition is coded as an F transaction, meaning shares were delivered to pay tax liabilities on the award. This is a non-market, mechanistic event and does not represent a discretionary sale or change in investment view by the insider.

What compensation plan is involved in Karen Fleming’s ROSS STORES Form 4 filing?

The shares were issued pursuant to settlement of a performance award under the Ross Stores 2017 Equity Incentive Plan. That plan governs how equity-based compensation is granted and vesting occurs over time for eligible executives like Karen Fleming.