Ross Stores (NASDAQ: ROST) COO gets 8,456-share equity award

Rhea-AI Filing Summary

ROSS Stores group president and COO Michael J. Hartshorn received 8,456 shares of common stock as a stock award under the 2017 Equity Incentive Plan, with 100% of the shares vesting on March 21, 2031. After this grant, he directly owns 137,393 shares, including small amounts acquired through the employee stock purchase plan in 2025.

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^*

Hartshorn Michael J.

(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)
	GROUP PRESIDENT, COO

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		8,456(1)	A	$0	137,393(2)	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 under the terms of the 2017 Equity Incentive Plan. Shares become vested as follows: 100% on March 21, 2031.

2. Securities Beneficially Owned include 29 shares acquired on March 31, 2025, 29 shares acquired on June 30, 2025, 25 shares acquired on September 30, 2025 and 21 shares acquired on December 31, 2025 pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.

	/s/ Ken Jew for Michael J. Hartshorn	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).
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.

FAQ

What did ROSS Stores (ROST) executive Michael J. Hartshorn report in this Form 4?

Michael J. Hartshorn reported receiving 8,456 shares of ROSS Stores common stock as a grant. The award was issued under the 2017 Equity Incentive Plan and carries no purchase price, reflecting compensation rather than an open-market transaction.

When do Michael J. Hartshorn’s newly granted ROST shares vest?

The 8,456 shares granted to Michael J. Hartshorn vest 100% on March 21, 2031. Until that date, the award remains unvested, tying long-term equity compensation to continued service and performance at ROSS Stores.

How many ROSS Stores shares does Michael J. Hartshorn own after this grant?

After the 8,456-share grant, Michael J. Hartshorn directly holds 137,393 shares of ROSS Stores common stock. This total includes small additional amounts acquired in 2025 through the company’s employee stock purchase plan.

Was Michael J. Hartshorn’s ROST Form 4 transaction an open-market buy or sell?

The Form 4 shows a grant or award acquisition, not an open-market trade. Hartshorn received 8,456 shares at a reported price of $0.00 per share as equity compensation under the 2017 Equity Incentive Plan.

What role does the 2017 Equity Incentive Plan play in this ROST Form 4 filing?

The 2017 Equity Incentive Plan is the source of Hartshorn’s 8,456-share award. It provides for stock-based compensation to executives, and in this case specifies that the granted shares will fully vest on March 21, 2031.

What additional ROST shares did Michael J. Hartshorn acquire through the employee stock purchase plan?

Securities beneficially owned include 29 shares acquired on March 31, 2025, 29 on June 30, 2025, 25 on September 30, 2025, and 21 on December 31, 2025 under the employee stock purchase plan, in transactions exempt under Rule 16b-3.