Ross Stores (NASDAQ: ROST) CEO receives 54,901-share award with tax withholding

Rhea-AI Filing Summary

ROSS STORES, INC. chief executive officer James Grant Conroy received a grant of 54,901 shares of common stock on March 20, 2026 as part of a performance award under the 2017 Equity Incentive Plan. These shares were issued at no cash cost to him.

On the same date, 8,268 shares of common stock were withheld at $211.19 per share to cover tax obligations, a non-market disposition that does not represent an open-market sale. After these transactions, he directly held 224,926 shares of common stock.

The filing also shows 51,164 performance-based restricted stock units (PRSUs), each representing a contingent right to one share of common stock. According to the award terms, 16,471 shares vest as of March 20, 2026, 16,470 as of March 19, 2027, and 21,960 as of March 17, 2028, subject to plan conditions.

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 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)

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

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		54,901(1)	A	$0	233,194	D
COMMON STOCK	03/20/2026		F		8,268	D	$211.19	224,926	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 pursuant to settlement of a performance award under the terms of the 2017 Equity Incentive Plan. Shares become vested as follows: 16,471 shares vest as of March 20, 2026, 16,470 shares vest as of March 19, 2027, and 21,960 shares vest as of March 17, 2028.

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	03/24/2026
	** 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 did Ross Stores (ROST) CEO James Grant Conroy report in this Form 4?

Ross Stores CEO James Grant Conroy reported a stock award and related tax withholding. He received 54,901 shares of common stock from a performance award and had 8,268 shares withheld at $211.19 per share to satisfy tax obligations, leaving 224,926 shares directly owned.

How many Ross Stores (ROST) shares did the CEO receive and at what cost?

The CEO received 54,901 shares of Ross Stores common stock at a price of $0.00 per share. These shares were issued upon settlement of a performance award under the 2017 Equity Incentive Plan, meaning they represent compensation rather than a market purchase.

Why were 8,268 Ross Stores (ROST) shares disposed of in this filing?

The 8,268 shares were withheld to pay tax liabilities tied to the stock award, at $211.19 per share. This tax-withholding disposition is a standard, non-market mechanism and does not represent an open-market sale decision by the CEO.

How many Ross Stores (ROST) shares does the CEO hold after these transactions?

Following the grant and tax withholding, the CEO directly owns 224,926 shares of Ross Stores common stock. This figure reflects the net position after receiving 54,901 shares and having 8,268 shares withheld to cover associated tax obligations on the award.

What PRSU awards and future vesting schedule does Ross Stores (ROST) disclose for the CEO?

The CEO holds 51,164 performance-based restricted stock units, each convertible into one common share. Vesting is scheduled for 16,471 shares on March 20, 2026, 16,470 shares on March 19, 2027, and 21,960 shares on March 17, 2028, subject to plan terms.

How do the Ross Stores (ROST) PRSUs work in this CEO compensation package?

Each PRSU represents a contingent right to receive one share of Ross Stores common stock. These grants were awarded under Rule 16b-3(d) and vest over several years, aligning a portion of the CEO’s compensation with long-term company performance and continued service.