← Filings of ROST
Table 1 after “(Exact name of registrant as specified in its charter)”
| Delaware | 94-1390387 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 5130 Hacienda Drive, Dublin, California | 94568 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (925) | 965-4400 |
Table 2 after “Table of Contents”
| | Page | |
| PART I | | | |
| Item 1. | Business | 3 | |
| Item 1A. | Risk Factors | 9 | |
| Item 1B. | Unresolved Staff Comments | 17 | |
| Item 1C. | Cybersecurity | 17 | |
| Item 2. | Properties | | 19 |
| Item 3. | Legal Proceedings | | 21 |
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Table 3 after “The following sets forth the names and ages of our executive officers, indicating each person’s principal occupation or employment during at”
| Name | Age | Position | |
| James G. Conroy | 56 | | Chief Executive Officer |
| Michael J. Hartshorn | 58 | | Group President, Chief Operating Officer |
| Karen Fleming | 59 | | President, Chief Merchandising Officer – Ross Dress for Less |
| Karen Sykes | 65 | | President, Chief Merchandising Officer – dd’s DISCOUNTS |
| Stephen Brinkley | 53 | | President, Operations |
| William W. Sheehan II | 57 | | Executive Vice President, Chief Financial Officer |
Table 4 after “The following table summarizes the locations of our stores by state/territory as of January 31, 2026 and February 1, 2025.”
| State/Territory | January 31, 2026 | February 1, 2025 | |
| Alabama | 30 | | 30 |
| Arizona | 96 | | 91 |
| Arkansas | 11 | | 11 |
| California | 491 | | 476 |
| Colorado | 42 | | 43 |
| Connecticut | 1 | | — |
| Delaware | 4 | | 4 |
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Table 5 after “The following table summarizes the location and approximate sizes of our distribution/warehouse facilities and office locations as of Januar”
| | Total Approximate Square Footage (in millions) | | |
| Location | Number of Facilities | Owned | Leased | |
| Distribution and Warehouse Facilities | | | | |
| Buckeye, Arizona | 1 | 1.7 | | — |
| Moreno Valley, California | 3 | 1.3 | | 1.9 |
| Perris, California | 2 | 2.0 | | — |
| Shafter, California | 3 | 1.7 | | 1.4 |
| Randleman, North Carolina1 | 1 | 1.8 | | — |
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Table 6 after “Information regarding shares of common stock we repurchased during the fourth quarter of fiscal 2025 is as follows:”
| Period | Total numberof shares(or units) purchased1 | Average price paid per share (or unit) | | Total number of shares (or units) purchased as part of publicly announced plans or programs | Maximumnumber (orapproximatedollar value) ofshares (or units)that may yet bepurchased underthe plans or programs ($000) | |
| November | | | | | | |
| (11/02/2025 - 11/29/2025) | 396,793 | | $165.39 | | 396,793 | $196,880 |
| December | | | | | | |
| (11/30/2025 - 01/03/2026) | 597,318 | | 180.49 | | 597,318 | 89,060 |
| January | | | | | | |
| (01/04/2026 - 01/31/2026) | 470,635 | | 189.24 | | 470,635 | — |
| Total | 1,464,746 | | $179.21 | | 1,464,746 | $— |
Table 7 after “Among Ross Stores, Inc., the S&P 500 Index, and Dow Jones Apparel Retailers”
| | Indexed Returns for Fiscal Years Ended | | | | | | | | |
| Base Period | | | | | | | | | |
| Company/Index | 2020 | 2021 | | 2022 | 2023 | 2024 | | 2025 | | |
| Ross Stores, Inc. | 100 | | 87 | | 110 | | 134 | | 141 | 179 |
| S&P 500 Index | 100 | | 123 | | 113 | | 137 | | 173 | 201 |
| Dow Jones Apparel Retailers | 100 | | 111 | | 121 | | 135 | | 173 | 209 |
Table 8 after “The following table summarizes the stores opened and closed during fiscal 2025, 2024, and 2023:”
| Store Count | 2025 | 2024 | | 2023 | | |
| Ross Dress for Less | | | | | | |
| Beginning of the period | 1,831 | | 1,764 | | 1,693 | |
| Opened in the period | 80 | | 75 | | 72 | 1 |
| Closed in the period | (7) | | (8) | | (1) | |
| Total Ross Dress for Less stores end of period | 1,904 | | 1,831 | | 1,764 | |
| dd’s DISCOUNTS | | | | | | |
| Beginning of the period | 355 | | 345 | | 322 | |
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Table 9 after “The following table summarizes our financial results for fiscal 2025, 2024, and 2023:”
| 2025 | 2024 | | 2023 | | |
| Sales | | | | | | |
| Sales (millions) | $22,751 | $21,129 | | $20,377 | | |
| Sales growth | 8% | | 4% | | | 9% |
| Comparable store sales growth | 5% | | 3% | | | 5% |
| Costs and expenses (as a percent of sales) | | | | | | |
| Cost of goods sold | 72.3% | | 72.2% | | 72.7% | |
| Selling, general and administrative | 15.8% | | 15.5% | | 16.0% | |
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Table 10 after “Our sales mix is shown below for fiscal 2025, 2024, and 2023:”
| 2025 | 1 | 2024 | | 2023 | |
| Home Accents and Bed and Bath | 26% | | | 26% | | 26% |
| Ladies | 22% | | | 22% | | 23% |
| Men’s | 15% | | | 16% | | 15% |
| Accessories, Lingerie, Fine Jewelry, and Cosmetics | 15% | | | 15% | | 15% |
| Shoes | 13% | | | 12% | | 13% |
| Children’s | 9% | | | 9% | | 8% |
| Total | 100% | | | 100% | | 100% |
Table 11 after “The table below shows the components of interest income, net for fiscal 2025, 2024, and 2023:”
| ($ millions) | 2025 | 2024 | | 2023 | |
| Interest income | $(173) | | $(235) | | $(238) |
| Capitalized interest | (13) | | (20) | | (12) |
| Other interest expense | 2 | | 2 | | 2 |
| Interest expense on long-term debt | 49 | | 81 | | 84 |
| Interest income, net | $(135) | | $(172) | | $(164) |
Table 12 after “The primary sources of funds for our business activities are cash flows from operations and short-term trade credit. Our primary ongoing cas”
| ($ millions) | 2025 | 2024 | | 2023 | |
| Cash provided by operating activities | $3,027 | | $2,357 | | $2,514 |
| Cash used in investing activities | (819) | | (637) | | (763) |
| Cash used in financing activities | (2,342) | | (1,859) | | (1,428) |
| Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents | $(134) | | $(139) | | $323 |
Table 13 after “Our capital expenditures over the last three years are set forth in the table below:”
| ($ millions) | 2025 | 2024 | | 2023 | |
| Distribution and transportation | $297 | | $260 | | $306 |
| New stores | 232 | | 193 | | 209 |
| Existing stores | 189 | | 171 | | 168 |
| Information systems, corporate, and other | 101 | | 96 | | 80 |
| Total capital expenditures | $819 | | $720 | | $763 |
Table 14 after “The following table summarizes our stock repurchase activity in fiscal 2025, 2024, and 2023:”
| Fiscal Year | Shares repurchased (in millions) | Average repurchase price | | Amount repurchased(in millions)1 | |
| 2025 | 7.1 | | $147.61 | | $1,050 |
| 2024 | 7.3 | | $144.46 | | $1,050 |
| 2023 | 8.2 | | $115.24 | | $950 |
| 1 Amount excludes excise tax due under the Inflation Reduction Act of 2022. | | | | | |
Table 15 after “The table below presents our significant contractual obligations as of January 31, 2026:”
| Less than 1 year | Greater than 1 year | | Total¹ | |
| ($ millions) | | | | | |
| Recorded contractual obligations: | | | | | |
| Senior notes | $500 | | $1,025 | | $1,525 |
| Operating leases | 800 | | 3,116 | | 3,916 |
| New York buying office ground lease2 | 7 | | 1,085 | | 1,092 |
| Unrecorded contractual obligations: | | | | | |
| Real estate obligations3 | 11 | | 272 | | 283 |
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Table 16 after “Earnings”
| Fiscal Year Ended | | | | |
| ($000, except per share data) | January 31, 2026 | February 1, 2025 | | February 3, 2024 | |
| Sales | $22,750,559 | | $21,129,219 | | $20,376,941 |
| Costs and Expenses | | | | | |
| Cost of goods sold | 16,447,256 | | 15,260,506 | | 14,801,601 |
| Selling, general and administrative | 3,595,946 | | 3,283,127 | | 3,267,677 |
| Operating income | 2,707,357 | | 2,585,586 | | 2,307,663 |
| Interest income, net | (134,800) | | (171,568) | | (164,118) |
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Table 17 after “Consolidated Statements of Comprehensive Income”
| Fiscal Year Ended | | | | |
| ($000) | January 31, 2026 | February 1, 2025 | | February 3, 2024 | |
| Net earnings | $2,145,044 | | $2,090,730 | | $1,874,520 |
| Other comprehensive income | — | | — | | — |
| Comprehensive income | $2,145,044 | | $2,090,730 | | $1,874,520 |
Table 18 after “Consolidated Balance Sheets”
| ($000, except share data) | January 31, 2026 | February 1, 2025 | |
| Assets | | | |
| Current Assets | | | |
| Cash and cash equivalents | $4,594,392 | | $4,730,744 |
| Accounts receivable | 181,301 | | 144,482 |
| Merchandise inventory | 2,630,970 | | 2,444,513 |
| Prepaid expenses and other | 233,434 | | 218,957 |
| Total current assets | 7,640,097 | | 7,538,696 |
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Table 19 after “Consolidated Statements of Stockholders’ Equity”
| | | | Additional paid-in capital | | | | | | | |
| Common stock | | Treasury stock | | Retained earnings | | | | | | |
| (000) | Shares | Amount | | | | Total | | | | | |
| Balance at January 28, 2023 | 342,753 | | $3,428 | | $1,820,249 | | $(584,750) | | $3,049,656 | | $4,288,583 |
| Net earnings | — | | — | | — | | — | | 1,874,520 | | 1,874,520 |
| Common stock issued under stock plans, net of shares used for tax withholding | 662 | | 7 | | 24,893 | | (48,568) | | — | | (23,668) |
| Stock-based compensation | — | | — | | 145,490 | | — | | — | | 145,490 |
| Common stock repurchased, inclusive of excise tax | (8,243) | | (83) | | (38,007) | | — | | (920,695) | | (958,785) |
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Table 20 after “Consolidated Statements of Cash Flows”
| Fiscal Year Ended | | | | |
| ($000) | January 31, 2026 | February 1, 2025 | | February 3, 2024 | |
| Cash Flows From Operating Activities | | | | | |
| Net earnings | $2,145,044 | | $2,090,730 | | $1,874,520 |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | |
| Depreciation and amortization | 509,391 | | 446,788 | | 419,432 |
| Stock-based compensation | 175,354 | | 156,298 | | 145,490 |
| Gain on sale of property | — | | (61,575) | | — |
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Table 21 after “The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents in the Consolidated Balanc”
| ($000) | 2025 | 2024 | | 2023 | |
| Cash and cash equivalents | $4,594,392 | | $4,730,744 | | $4,872,446 |
| Restricted cash and cash equivalents included in: | | | | | |
| Prepaid expenses and other | 20,950 | | 17,087 | | 14,489 |
| Other long-term assets | 46,631 | | 48,631 | | 48,506 |
| Total restricted cash and cash equivalents | 67,581 | | 65,718 | | 62,995 |
| Total cash and cash equivalents, and restricted cash and cash equivalents | $4,661,973 | | $4,796,462 | | $4,935,441 |
Table 22 after “Depreciation and amortization expense on property and equipment for fiscal 2025, 2024, and 2023 were as follows:”
| ($000) | 2025 | 2024 | | 2023 | |
| Depreciation and amortization expense | $509,391 | | $446,788 | | $419,432 |
Table 23 after “Other long-term assets as of January 31, 2026 and February 1, 2025 consisted of the following:”
| ($000) | 2025 | 2024 | |
| Deferred compensation (Note G) | $218,654 | | $196,786 |
| Restricted cash and cash equivalents | 46,631 | | 48,631 |
| Other | 34,985 | | 33,958 |
| Total | $300,270 | | $279,375 |
| ($000) | 2025 | 2024 | |
| Confirmed obligations outstanding at the beginning of the year | $159,209 | | $146,937 |
| Invoices confirmed during the year | 939,881 | | 856,294 |
| Confirmed invoices paid during the year | (890,914) | | (844,022) |
| Confirmed obligations outstanding at the end of the year | $208,176 | | $159,209 |
Table 25 after “Self-insurance and deductible reserves as of January 31, 2026 and February 1, 2025 consisted of the following:”
| ($000) | 2025 | 2024 | |
| Workers’ compensation | $75,109 | | $70,747 |
| General liability | 59,434 | | 58,460 |
| Medical plans | 9,507 | | 7,938 |
| Total | $144,050 | | $137,145 |
Table 26 after “Other long-term liabilities as of January 31, 2026 and February 1, 2025 consisted of the following:”
| ($000) | 2025 | 2024 | |
| Deferred compensation (Note G) | $218,654 | | $196,786 |
| Income taxes (Note F) | 60,340 | | 61,292 |
| Other | 8,953 | | 9,833 |
| Total | $287,947 | | $267,911 |
Table 27 after “The following sales mix table disaggregates revenue by merchandise category for fiscal 2025, 2024, and 2023:”
| 2025 | 1 | 2024 | | 2023 | |
| Home Accents and Bed and Bath | 26% | | | 26% | | 26% |
| Ladies | 22% | | | 22% | | 23% |
| Men’s | 15% | | | 16% | | 15% |
| Accessories, Lingerie, Fine Jewelry, and Cosmetics | 15% | | | 15% | | 15% |
| Shoes | 13% | | | 12% | | 13% |
| Children’s | 9% | | | 9% | | 8% |
| Total | 100% | | | 100% | | 100% |
Table 28 after “The table below shows the components of interest income, net for fiscal 2025, 2024, and 2023:”
| ($000) | 2025 | 2024 | | 2023 | |
| Interest income | $(172,742) | | $(234,955) | | $(238,207) |
| Capitalized interest | (12,748) | | (19,447) | | (12,106) |
| Other interest expense | 1,554 | | 1,571 | | 1,599 |
| Interest expense on long-term debt | 49,136 | | 81,263 | | 84,596 |
| Interest income, net | $(134,800) | | $(171,568) | | $(164,118) |
Table 29 after “The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations:”
| Shares in (000s) | Basic EPS | Effect of dilutive common stock equivalents | | Diluted EPS | |
| 2025 | | | | | |
| Shares | 322,220 | | 2,196 | | 324,416 |
| Amount | $6.66 | | $(0.05) | | $6.61 |
| 2024 | | | | | |
| Shares | 328,593 | | 2,391 | | 330,984 |
| Amount | $6.36 | | $(0.04) | | $6.32 |
| 2023 | | | | | |
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Table 30 after “The fair values of Cash and cash equivalents, and restricted cash and cash equivalents as of January 31, 2026 and February 1, 2025 are as fo”
| ($000) | 2025 | 2024 | |
| Cash and cash equivalents (Level 1) | $4,594,392 | | $4,730,744 |
| Restricted cash and cash equivalents (Level 1) | $67,581 | | $65,718 |
Table 31 after “The fair value of the Company’s nonqualified deferred compensation program assets as of January 31, 2026 and February 1, 2025 are as follows”
| ($000) | 2025 | 2024 | |
| Mutual funds (Level 1) | $181,532 | | $196,786 |
| Fixed-income securities (Level 2) | 37,122 | | — |
| Total | $218,654 | | $196,786 |
Table 32 after “A summary of stock awards activity for fiscal 2025 is presented below:”
| Number of shares (000) | Weighted-average grant date fair value | |
| Unvested at February 1, 2025 | 4,157 | | $117.02 |
| Awarded | 1,222 | | 139.63 |
| Released | (1,406) | | 113.65 |
| Forfeited | (159) | | 120.05 |
| Unvested at January 31, 2026 | 3,814 | | $125.38 |
Table 33 after “For fiscal 2025, 2024, and 2023, the Company recognized stock-based compensation expense as follows:”
| ($000) | 2025 | 2024 | | 2023 | |
| Restricted stock | $103,202 | | $92,837 | | $92,511 |
| Performance awards | 67,681 | | 59,033 | | 48,584 |
| Employee stock purchase plan | 4,471 | | 4,428 | | 4,395 |
| Total | $175,354 | | $156,298 | | $145,490 |
Table 34 after “Total stock-based compensation recognized in the Company’s Consolidated Statements of Earnings for fiscal 2025, 2024, and 2023 is as follows”
| Statements of Earnings Classification ($000) | 2025 | 2024 | | 2023 | |
| Cost of goods sold | $73,513 | | $73,901 | | $76,301 |
| Selling, general and administrative | 101,841 | | 82,397 | | 69,189 |
| Total | $175,354 | | $156,298 | | $145,490 |
Table 35 after “Unsecured senior debt (the “Senior Notes”), net of unamortized discounts and debt issuance costs, as of January 31, 2026 and February 1, 202”
| ($000) | 2025 | 2024 | |
| 4.600% Senior Notes due 2025 | — | | 699,731 |
| 0.875% Senior Notes due 2026 | 499,743 | | 498,503 |
| 4.700% Senior Notes due 2027 | 241,230 | | 240,778 |
| 4.800% Senior Notes due 2030 | 133,134 | | 132,953 |
| 1.875% Senior Notes due 2031 | 496,962 | | 496,390 |
| 5.450% Senior Notes due 2050 | 146,537 | | 146,456 |
| Total long-term debt1 | $1,517,606 | | $2,214,811 |
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Table 36 after “The following table shows scheduled annual principal payments on long-term debt:”
| ($000) | |
| 2026 | $500,000 |
| 2027 | $241,786 |
| 2030 | $133,933 |
| Thereafter | $649,272 |
Table 37 after “The following table presents net operating lease cost included in the Consolidated Statement of Earnings for fiscal 2025, 2024, and 2023:”
| ($000) | 2025 | 2024 | 2023 | |
| Operating lease cost1 | $843,374 | | $800,834 | $760,268 |
| Variable lease costs2 | 261,306 | | 246,315 | 219,526 |
| Net lease cost3 | $1,104,680 | | $1,047,149 | $979,794 |
| 1 Net of sublease income which was immaterial. | | | | |
| 2 Includes property and rent taxes, insurance, common area maintenance, percentage rent, and negotiated rent abatements. | | | | |
| 3 Excludes short-term lease costs which were immaterial. | | | | |
Table 38 after “The maturity of operating lease liabilities, including the ground lease related to the New York buying office as of January 31, 2026, are as”
| ($000) | Operating Leases1 |
| 2026 | $807,211 |
| 2027 | 846,485 |
| 2028 | 719,092 |
| 2029 | 542,631 |
| 2030 | 397,727 |
| Thereafter | 1,694,931 |
| Total lease payments | $5,008,077 |
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Table 39 after “The weighted-average remaining lease term and the weighted-average discount rate for operating leases as of January 31, 2026 and February 1,”
| 2025 | 2024 | |
| Weighted-average remaining lease term (years): | | | |
| Including the long-term ground lease related to the New York buying office | 9.4 | 9.6 | |
| Excluding the long-term ground lease related to the New York buying office | 5.5 | 5.5 | |
| Weighted-average discount rate: | | | |
| Including the long-term ground lease related to the New York buying office | 4.5% | | 4.2% |
| Excluding the long-term ground lease related to the New York buying office | 4.4% | | 4.1% |
Table 40 after “The following table presents cash paid for amounts included in the measurement of operating lease liabilities and operating lease assets obt”
| ($000) | 2025 | 2024 | 2023 | |
| Cash paid for amounts included in the measurement of operating lease liabilities | $826,392 | | $789,211 | $746,254 |
| Operating lease assets obtained in exchange for operating lease liabilities | $925,067 | | $841,891 | $682,580 |
Table 41 after “The provision for income taxes for fiscal 2025, 2024, and 2023 consisted of the following:”
| ($000) | 2025 1 | 1 | 2024 | | 2023 | |
| Current | | | | | | |
| Federal | $508,923 | | | $580,253 | | $532,913 |
| State | 113,803 | | | 95,369 | | 85,169 |
| 622,726 | | | 675,622 | | 618,082 |
| Deferred | | | | | | |
| Federal | 68,901 | | | (7,016) | | (16,265) |
| State | 5,486 | | | (2,182) | | (4,556) |
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Table 42 after “The provision for taxes for financial reporting purposes is different from the tax provision computed by applying the U.S. federal statutory”
| ($000) | 2025 | | |
| Amount | Percent | |
| Federal income taxes at the statutory rate | $596,853 | | 21.0% |
| State and local income taxes, net of federal income tax effect1 | 94,238 | | 3.3% |
| Other adjustments | 6,022 | | 0.2% |
| Total | $697,113 | | 24.5% |
| 1 State taxes in California contributed to the majority of the tax effect in this category. | | | |
Table 43 after “The provision for taxes for financial reporting purposes is different from the tax provision computed by applying the U.S. federal statutory”
| 2024 | 2023 | |
| Federal income taxes at the statutory rate | 21.0% | | 21.0% |
| State and local income taxes, net of federal income tax effect, and other | 3.2% | | 3.2% |
| Total | 24.2% | | 24.2% |
Table 44 after “The components of deferred taxes at January 31, 2026 and February 1, 2025 are as follows:”
| ($000) | 2025 | 2024 | |
| Deferred Tax Assets | | | |
| Accrued liabilities | $33,414 | | $32,819 |
| Deferred compensation | 48,790 | | 45,689 |
| Stock-based compensation | 51,814 | | 53,995 |
| State taxes and credits | 20,618 | | 20,534 |
| Employee benefits | 34,156 | | 29,549 |
| Operating lease liabilities | 923,093 | | 870,577 |
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Table 45 after “The changes in amounts of unrecognized tax benefits (gross of federal tax benefits and excluding interest and penalties) at fiscal 2025, 202”
| ($000) | 2025 | 2024 | | 2023 | |
| Unrecognized tax benefits - beginning of year | $54,291 | | $52,379 | | $53,544 |
| Gross increases: | | | | | |
| Tax positions in current period | 12,159 | | 13,100 | | 13,206 |
| Tax positions in prior period | 2,516 | | 1,163 | | 2,295 |
| Gross decreases: | | | | | |
| Tax positions in prior periods | (426) | | (3,405) | | (4,366) |
| Lapse of statutes of limitations | (13,059) | | (8,820) | | (11,148) |
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Table 46 after “The following table presents the supplemental cash flow disclosures for Income taxes paid, net for fiscal 2025:”
| ($000) | 2025 1 |
| Federal | $493,259 |
| California | 60,872 |
| Other states | 51,434 |
| Total Income taxes paid, net | $605,565 |
| 1 Foreign income taxes paid were not material to the consolidated financial statements in fiscal 2025. | |
Table 47 after “The following table summarizes the Company’s stock repurchase activity in fiscal 2025, 2024, and 2023:”
| Fiscal Year | Shares repurchased (in millions) | Average repurchase price | | Amount repurchased(in millions)1 | |
| 2025 | 7.1 | | $147.61 | | $1,050 |
| 2024 | 7.3 | | $144.46 | | $1,050 |
| 2023 | 8.2 | | $115.24 | | $950 |
| 1 Amount excludes excise tax due under the Inflation Reduction Act of 2022. | | | | | |
Table 48 after “The financial information below, including the significant expense categories regularly provided to the CODM, is presented for the Company’s”
| ($000) | 2025 | 2024 | | 2023 | |
| Sales | $22,750,559 | | $21,129,219 | | $20,376,941 |
| Less: | | | | | |
| Costs and Expenses1 | | | | | |
| Cost of goods sold, excluding occupancy costs2 | 15,086,669 | | 13,983,087 | | 13,612,994 |
| Occupancy costs3 | 1,360,587 | | 1,277,419 | | 1,188,607 |
| Store related costs4 | 3,042,354 | | 2,859,879 | | 2,762,186 |
| Other segment items5 | 553,592 | | 423,248 | | 505,491 |
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Table 49 after “The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of January 31, 2026:”
| Shares in (000s) | (a) Number of securities to be issued upon exercise of outstanding options and rights | (b) Weighted-average exercise price per share of outstanding options and rights | | (c)Number of securitiesremaining available forfuture issuance(excluding securities reflected in column (a)) | | |
| Equity compensation plans | | | | | | |
| approved by security holders | 508 | | — | | 10,098 | 1 |
| Equity compensation plans not | | | | | | |
| approved by security holders | — | | — | | — | |
| Total | 508 | | — | | 10,098 | |
| 1 Includes 3.3 million shares reserved for issuance under the Employee Stock Purchase Plan and 6.8 million shares reserved for issuance under the 2017 Equity Incentive Plan. | | | | | | |
Table 50 after “EXHIBITS”
| Exhibit | |
| Number | Exhibit |
| 3.1 | Certificate of Incorporation of Ross Stores, Inc. as amended (Corrected First Restated Certificate of Incorporation, dated March 17, 1999, together with amendments thereto through Amendment of Certificate of Incorporation dated May 29, 2015) incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2015. |
| 3.2 | Amended and Restated Bylaws of Ross Stores, Inc. (as amended March 8, 2023) incorporated by reference to Exhibit 3.2 to the Form 8-K filed by Ross Stores, Inc. on March 14, 2023. |
| 4.1 | Description of Common Stock of Ross Stores, Inc., incorporated by reference to Exhibit 4.5 to the Form 10-K filed by Ross Stores, Inc. for its year ended February 1, 2020. |
| 4.2 | Indenture, dated as of September 18, 2014, between Ross Stores, Inc. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Ross Stores on September 18, 2014. |
| 4.3 | Officers’ Certificate, dated as of April 6, 2020, establishing the aggregate amounts, terms and form of the Notes, incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020. |
| 4.4 | Form of 4.700% Senior Notes Due 2027, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020. |
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| 10.4 | Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020. |
| 10.5 | Amended Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020. |
| 10.6 | Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2018. |
| 10.7 | Form of Restricted Stock Agreement for Nonemployee Director, incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 29, 2017. |
| 10.8 | Form of Performance Shares Grant Agreement, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2018. |
| 10.9 | Ross Stores, Inc. Form of Notice of Grant of Performance Shares and Form of Performance Share Agreement pursuant to the Ross Stores, Inc. 2017 Equity Incentive Plan., incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2025. |
| 10.10 | Form of Notice of Grant of Restricted Stock Units and Form of Restricted Stock Units Agreement (For Non-employee Directors) pursuant to the Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 3, 2024. |
| 10.11 | Form of Executive Employment Agreement for Executive Officers (CA), incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023. |
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| 10.20 | Fifth Amendment to the Employment Agreement effective July 3, 2018 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 4, 2018. |
| 10.21 | Eighth Amendment to the Employment Agreement effective September 24, 2020 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020. |
| 10.22 | Ninth Amendment to Employment Agreement effective May 2, 2022 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.6 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 28, 2023. |
| 10.23 | Tenth Amendment to Employment Agreement effective August 29, 2023 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 28, 2023. |
| 10.24 | Employment Agreement effective October 21, 2024 between James G. Conroy and Ross Stores, incorporated by reference to Exhibit 10.32 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. |
| 10.25 | First Amendment to Employment Agreement effective February 27, 2025 between James G. Conroy and Ross Stores, Inc., incorporated by reference to Exhibit 10.33 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. |
| 10.26 | Second Amendment to Employment Agreement effective November 29, 2025 between James G. Conroy and Ross Stores, Inc. |
| 10.27 | Repayment Agreement effective October 21, 2024 between James G. Conroy and Ross Stores, Inc., incorporated by reference to Exhibit 10.34 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. |
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| 31.1 | Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a). |
| 31.2 | Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a). |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. |
| 97.1 | Ross Stores, Inc. Policy for Recovery of Erroneously Awarded Incentive Compensation, adopted November 5, 2023 incorporated by reference to Exhibit 97.1 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 3, 2024. |
| 101.INS | XBRL Instance Document. (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
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Table 54 after “Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of”
| Signature | Title | Date |
| /s/ James G. Conroy | Chief Executive Officer, Director | March 30, 2026 |
| James G. Conroy | (Principal Executive Officer) | |
| /s/ William W. Sheehan II | Executive Vice President and Chief Financial Officer | March 30, 2026 |
| William W. Sheehan II | (Principal Financial Officer) | |
| /s/ Jeffrey P. Burrill | Group Senior Vice President, Chief Accounting Officer and | March 30, 2026 |
| Jeffrey P. Burrill | Corporate Controller (Principal Accounting Officer) | |
| /s/ K. Gunnar Bjorklund | Director | March 30, 2026 |
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