Ross Stores officer withholds 907 shares for tax liability

A Ross Dress for Less executive settled option exercise price or taxes with 907 ROST shares and now beneficially owns about 90.6k shares.

Rhea-AI Filing Summary

ROSS STORES, INC. (ROST) reports that officer Karen Fleming, President and Chief Marketing Officer of Ross Dress for Less, had 907 shares of common stock disposed of on September 11, 2026 as a payment of exercise price or tax liability by delivering or withholding shares at $230.74 per share. After this withholding transaction, she beneficially owned 90,561.505 shares of Ross Stores common stock, which include shares previously acquired through the company’s employee stock purchase plan. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise Price or Tax Liability: 907 shares

Exercise Price or Tax Liability 1 txn

Insider Fleming Karen

Role PRES, CMO ROSS DRESS FOR LESS

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock F1	907	$230.74	$209K

Holdings After Transaction: Common Stock — 90,561.505 shares (Direct)

Footnotes (1)

1. F1. Securities Beneficially Owned include 34 shares acquired on March 31, 2026 and 28 shares acquired on June 30, 2026 pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.

Key Figures

Shares delivered or withheld: 907 shares Transaction price per share: $230.74 per share Shares beneficially owned after transaction: 90,561.505 shares +2 more

5 metrics

Shares delivered or withheld 907 shares Payment of exercise price or tax liability on September 11, 2026

Transaction price per share $230.74 per share Shares delivered or withheld for exercise price or tax liability

Shares beneficially owned after transaction 90,561.505 shares Common stock position for Karen Fleming following the September 11, 2026 transaction

ESPP shares acquired March 31, 2026 34 shares Acquired under Ross Stores’ employee stock purchase plan, exempt under Rule 16b-3

ESPP shares acquired June 30, 2026 28 shares Acquired under Ross Stores’ employee stock purchase plan, exempt under Rule 16b-3

Key Terms

Payment of exercise price or tax liability, employee stock purchase plan, Rule 16b-3, Securities Beneficially Owned

4 terms

Payment of exercise price or tax liability financial

"described as payment of exercise price or tax liability by delivering or withholding"

employee stock purchase plan financial

"shares acquired on March 31, 2026 and June 30, 2026 pursuant to issuer's employee stock purchase plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3 regulatory

"pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Securities Beneficially Owned financial

"Securities Beneficially Owned include 34 shares acquired on March 31, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Ross Stores (ROST) report for Karen Fleming?

Ross Stores reported that officer Karen Fleming disposed of 907 shares of common stock on September 11, 2026, as a payment of exercise price or tax liability by delivering or withholding shares at $230.74 per share.

How many ROST shares does Karen Fleming own after this Form 4 transaction?

After the September 11, 2026 transaction, Karen Fleming beneficially owned 90,561.505 ROST shares of common stock, including shares acquired through the company’s employee stock purchase plan.

Was the September 11, 2026 ROST insider transaction made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with the September 11, 2026 transaction for Ross Stores (ROST).

What type of Form 4 transaction did Ross Stores (ROST) disclose for Karen Fleming?

The Form 4 shows a code F transaction, described as payment of exercise price or tax liability by delivering or withholding securities, involving 907 shares of Ross Stores common stock.

How many ROST shares did Karen Fleming acquire through the employee stock purchase plan mentioned in the Form 4?

The footnote states that her beneficial ownership includes 34 shares acquired on March 31, 2026 and 28 shares acquired on June 30, 2026 under Ross Stores’ employee stock purchase plan in a transaction exempt under Rule 16b-3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 05:15 PM Accepted by SEC EDGAR 09/15/2026 - 05:15 PM Learn about SEC filing dates

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^*

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)
09/11/2026

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	09/11/2026		F		907	D	$230.74	90,561.505(1)	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. Securities Beneficially Owned include 34 shares acquired on March 31, 2026 and 28 shares acquired on June 30, 2026 pursuant to issuer's employee stock purchase plan in a transaction exempt under Rule 16b-3.

	/s/ Ken Jew for Karen Fleming	09/15/2026
	** 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)