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[Form 4] ROSS STORES, INC. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

James Grant Conroy, identified as a director and the Chief Executive Officer of Ross Stores, Inc. (ROST), reported transactions dated 09/24/2025. The filing shows a sale of 39,351 shares of common stock at a price of $146 per share, leaving 157,153 shares beneficially owned following the reported transaction. In the derivatives section the report lists 51,164 PRSUs tied to common stock and describes each PRSU as a contingent right to receive one share of common stock under the issuer's award rules. The form is signed on behalf of Mr. Conroy by Ken Jew on 09/26/2025.

Positive
  • None.
Negative
  • Insider sale of 39,351 common shares by the CEO on 09/24/2025 at $146 per share as reported on Form 4

Insights

TL;DR: Insider sale by the CEO of 39,351 shares at $146; remaining direct stake reported at 157,153 shares, with 51,164 PRSUs outstanding.

The Form 4 documents a routine Section 16 disclosure showing a substantial open-market or other sale of common stock by James Grant Conroy on 09/24/2025 for $146 per share. The filing also reports the reporting person holds 157,153 shares after the sale and lists 51,164 PRSUs related to common stock. From an investor-disclosure perspective, this is a straightforward insider transaction that updates ownership levels and outstanding equity awards; the filing does not state the sale's purpose or whether the PRSUs are vested or subject to future conditions beyond the explanatory note that each PRSU converts to one share.

TL;DR: Disclosure reflects required insider reporting; no governance actions or departures are reported.

The Form 4 is limited to changes in beneficial ownership and an explanatory note about PRSUs. It confirms Mr. Conroy's dual role as director and CEO and records an executed sale and existing equity awards. There are no indications in the filing of governance changes, option exercises, or amendments to compensation arrangements. The signature by an authorized representative on 09/26/2025 satisfies filing formalities.

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).
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)
09/24/2025
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 09/24/2025 S 39,351 D $146 157,153 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 (1) (1) (1) Common Stock 51,164 51,164 D
Explanation of Responses:
1. 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 09/26/2025
** 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 the Form 4 for ROST filed by James Grant Conroy disclose?

The filing disclosed a sale of 39,351 ROST shares on 09/24/2025 at $146 per share and reported 157,153 shares beneficially owned afterwards.

What insider roles does the reporting person hold at Ross Stores (ROST)?

The form lists James Grant Conroy as a Director and as an Officer with the title Chief Executive Officer.

How many PRSUs related to ROST common stock are reported?

The filing shows 51,164 PRSUs tied to common stock and notes each PRSU represents a contingent right to receive one share.

When was the Form 4 signed and by whom?

The signature block shows the form was signed on behalf of James Grant Conroy by Ken Jew on 09/26/2025.

Does the Form 4 state why the CEO sold shares?

No. The filing reports the sale details and resulting ownership but does not provide a reason for the sale.
Ross Stores

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ROST Stock Data

52.18B
317.90M
2.25%
93.92%
1.53%
Apparel Retail
Retail-family Clothing Stores
Link
United States
DUBLIN