Ross Stores director granted 896 share award

Sutton Doniel reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 05/26/2026 - 05:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Sutton Doniel reported acquisition or exercise transactions in this Form 4 filing.

Ross Stores director Doniel Sutton reported receiving an award of 896 shares of common stock, granted at no cash cost as part of the company’s 2026 Equity Incentive Plan. These shares vest in three equal installments on May 27, 2027, May 26, 2028, and May 25, 2029. Following this equity grant, Sutton directly holds a total of 8,917 Ross Stores common shares.

Insider Trade Summary

Grant/Award: 896 shares

Grant/Award 1 txn

Insider Sutton Doniel

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	896	$0.00	$0.00

Holdings After Transaction: Common Stock — 8,917 shares (Direct)

Holdings Before and After: Common Stock, 8,021 to 8,917 shares (Direct)

Footnotes (1)

1. F1. Shares issued under the terms of the 2026 Equity Incentive Plan. Shares become vested as follows: 1/3 on May 27, 2027, 1/3 on May 26, 2028, and 1/3 on May 25, 2029.

Key Figures

Shares awarded: 896 shares Price per awarded share: $0.00 per share Total shares after transaction: 8,917 shares +3 more

6 metrics

Shares awarded 896 shares Equity award on May 21, 2026

Price per awarded share $0.00 per share Grant under 2026 Equity Incentive Plan

Total shares after transaction 8,917 shares Direct holdings following grant

First vesting date May 27, 2027 One-third of award vests

Second vesting date May 26, 2028 One-third of award vests

Third vesting date May 25, 2029 Final one-third of award vests

Key Terms

Equity Incentive Plan, vesting, Common Stock, Form 4

4 terms

Equity Incentive Plan financial

"Shares issued under the terms of the 2026 Equity Incentive Plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

vesting financial

"Shares become vested as follows: 1/3 on May 27, 2027, 1/3 on May 26, 2028, and 1/3 on May 25, 2029."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did Ross Stores (ROST) director Doniel Sutton report?

Director Doniel Sutton reported an award of 896 shares of Ross Stores common stock. The grant is part of the 2026 Equity Incentive Plan and was issued at no cash cost, increasing his direct holdings to 8,917 shares after the transaction.

Is the Doniel Sutton Form 4 for Ross Stores (ROST) a stock purchase or an award?

The Form 4 reflects a stock award, not an open-market purchase. Sutton received 896 shares at a price of $0.00 per share under the 2026 Equity Incentive Plan, which is typical compensation rather than a discretionary buy in the market.

How do the 896 awarded shares to Doniel Sutton vest at Ross Stores (ROST)?

The 896 awarded shares vest in three equal installments over time. One-third vests on May 27, 2027, another third on May 26, 2028, and the final third on May 25, 2029, aligning the director’s compensation with longer-term company performance.

How many Ross Stores (ROST) shares does Doniel Sutton hold after this Form 4 grant?

After the reported equity grant, Doniel Sutton directly holds 8,917 shares of Ross Stores common stock. This total includes the newly awarded 896 shares, which will vest over three years under the company’s 2026 Equity Incentive Plan.

What is the significance of the 2026 Equity Incentive Plan in the Sutton Form 4 for Ross Stores (ROST)?

The 2026 Equity Incentive Plan is the program through which Sutton received his 896-share award. Such plans typically grant stock to directors and employees to align their interests with shareholders, using time-based vesting rather than immediate cash compensation.

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

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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^*

Sutton Doniel

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		A		896(1)	A	$0	8,917	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 2026 Equity Incentive Plan. Shares become vested as follows: 1/3 on May 27, 2027, 1/3 on May 26, 2028, and 1/3 on May 25, 2029.

	/s/ Ken Jew for Doniel Sutton	05/26/2026
	** 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)