Ross Stores (ROST) executive granted shares, withholds stock for taxes

Rhea-AI Filing Summary

Ross Stores executive Karen Sykes, President and CMO of dd's DISCOUNTS, received a grant of 8,579 shares of common stock at no cost as part of a performance award under the 2017 Equity Incentive Plan. The award is scheduled to vest in tranches through 2028.

On the same date, 8,947 shares were disposed of at $211.19 per share to cover tax obligations related to the equity award. After these transactions, Sykes directly owns 110,154 shares of Ross Stores common stock.

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^*

Sykes 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)
	PRESIDENT, CMO DD'S DISCOUNTS

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		8,579(1)	A	$0	119,101	D
Common Stock	03/20/2026		F		8,947	D	$211.19	110,154	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: 2,574 shares vest as of March 20, 2026, 2,574 shares vest as of March 19, 2027, and 3,431 shares vest as of March 17, 2028.

	/s/ Ken Jew for Karen Sykes	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 equity award did Ross Stores (ROST) executive Karen Sykes receive?

Karen Sykes received a grant of 8,579 Ross Stores common shares at no cost under a performance award in the 2017 Equity Incentive Plan. The award is tied to company performance and represents stock-based compensation rather than an open-market purchase.

How and when will Karen Sykes’ new Ross Stores (ROST) performance shares vest?

The performance award shares vest in stages: 2,574 shares on March 20, 2026, 2,574 shares on March 19, 2027, and 3,431 shares on March 17, 2028. This staggered schedule encourages longer-term alignment between the executive and shareholder interests.

Why did Ross Stores (ROST) report a disposition of 8,947 shares for Karen Sykes?

The 8,947-share disposition was to pay tax liabilities linked to the equity award, at a reported price of $211.19 per share. This F-code transaction reflects tax withholding by delivering shares, not an open-market sale directed by the executive.

How many Ross Stores (ROST) shares does Karen Sykes own after these Form 4 transactions?

Following the grant and related tax-withholding disposition, Karen Sykes directly holds 110,154 shares of Ross Stores common stock. This figure represents her post-transaction ownership as reported, giving a snapshot of her ongoing equity stake in the company.

What does the Form 4 reveal about derivative positions for Karen Sykes in Ross Stores (ROST)?

The filing’s derivative section shows no remaining derivative securities for Karen Sykes in this report. The disclosed activity involves only common stock, reflecting stock-based compensation and related tax withholding rather than option exercises or other derivative transactions.