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ROSTRoss Stores

Consumer discretionary · Apparel Retail · Nasdaq
Employees
111,000
Headquarters
Dublin, CA
CEO
James Grant Conroy
Next results
around Nov 19, 2026
Compare with peers → Embed

10-K 0000745732-26-000006 (2026-03-31) vs 10-K 0000745732-25-000010 (2025-04-01)

SectionCompared textWords nowChanged
Risk FactorsItem 1A5,604 5.1%
MD&AItem 74,372 26.6%
Legal ProceedingsItem 3209 0.5%
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 126 words changed in this paragraph; it is 43% similar to last year's version.
Net cash provided by operating activities was $2.4 billion approximately $3,027 million in fiscal 2025. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, partially offset by the payment of fiscal 2024 incentive bonuses in fiscal 2025. Net cash provided by operating activities was approximately $2,357 million in fiscal 2024. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, stock-based compensation, and the gain on sale of property (i.e., a packaway warehouse facility), facility, partially offset by the payment of fiscal 2023 incentive bonuses in fiscal 2024. Net cash provided by operating activities was $2.5 billion in fiscal 2023. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation. Net cash provided by operating activities was $1.7 billion in fiscal 2022. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, and an increase in deferred income taxes, partially offset by merchandise inventory payments and payment of fiscal 2021 incentive bonuses.

Source: Item 7, 10-K 0000745732-26-000006 vs Item 7, 10-K 0000745732-25-000010

Risk Factors 93 words changed in this paragraph; it is 81% similar to last year's version.
The retail industry is highly competitive and the marketplace is fragmented, as many different retailers compete for market share by utilizing a variety of store and online formats and merchandising strategies. We expect competition to increase in the future. There are limited economic barriers for others to enter the off-price retail sector. We compete for customers, associates, store locations, and merchandise with other off-price retailers, traditional department stores, mass merchandisers, specialty stores, online and catalog businesses, and other local, regional, and national retailers. Our retail competitors constantly adjust their pricing, business models and strategies, and promotional activity (particularly during holiday periods) in response to changing market conditions or their own financial condition. The substantial sales growth in e-commerce and the increasing use of consumer data analytics has also encouraged the entry of many new competitors, new business models, and an increase in competition from established companies looking for ways to create successful online and in person shopping alternatives. While our business is exclusively in brick-and-mortar stores, consumer e-commerce spending continues to increase. Advancements in technology (including artificial intelligence or other emerging technologies) will present opportunities to inform merchandising, pricing, assortment, and other key business decisions; however, there are costs, risks and potential adverse consequences from premature adoption or over-reliance on those emerging technologies. At the same time, if competitors successfully implement these capabilities more quickly or effectively than we do, our competitive position could be adversely affected. Intense pressures from our competitors, our inability to adapt effectively and quickly to a changing competitive landscape, or a failure to effectively execute our off-price model, could reduce demand for our merchandise, decrease our inventory turnover, cause us to take greater markdowns, and negatively affect our sales and margins.

Source: Item 1A, 10-K 0000745732-26-000006 vs Item 1A, 10-K 0000745732-25-000010

Legal Proceedings 2 words changed in this paragraph; it is 97% similar to last year's version.
We have been named in class/representative action lawsuits, primarily in California, alleging violations by us of wage and hour laws. Class/representative action litigation remains pending as of February 1, 2025. January 31, 2026.

Source: Item 3, 10-K 0000745732-26-000006 vs Item 3, 10-K 0000745732-25-000010

Every change, by type

Sentences and paragraphs of ROST's Risk Factors and MD&A, 10-K 2026-03-31 against 10-K 2025-04-01. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

RewordedRisk Factors
Elevated inflation, rapidly changing and increased tariffs on goods imported into the United States, other government regulation or policy and regulatory changes (including trade and tariff changes and threats of changes), changes, geopolitical conflicts, bank failures, federal government shutdowns, public health crises, crises (including pandemics), and other potential, adverse developments and related uncertainties, could reduce demand for our merchandise, disrupt our buying patterns, increase our cost of goods, freight, create limits in merchandise availability, cause shipping delays and payroll, increase freight costs, decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
Elevated inflation, including In addition to consumer sensitivity to the price points and value differentiation we offer on the merchandise we sell, elevated consumer costs of living for other goods and services (including increased fuel and energy costs, food prices, interest rates, and housing costs, costs), relative wage rates, unemployment levels, availability of consumer credit, consumer debt levels, income tax rates and the timing of tax refunds, and various government policies and practices (including those with respect to immigration), and the resulting effects on consumers’ disposable income and consumer confidence in future economic conditions all have an impact on consumer spending habits for our merchandise.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
All of our stores are located in the United States and its territories, and while we directly import only a small portion of our merchandise, more than half of the goods we sell originate from China, so we are especially susceptible to changes in the U.S. economy and trade policy. policy in the U.S.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
Although our foreign purchases of merchandise are negotiated and paid for in U.S. dollars, increased tariffs or other import duties, duties on goods imported into the United States, or decreases in the value of the U.S. dollar relative to foreign currencies currencies, could increase the cost of products we purchase from overseas vendors. vendors and from domestic vendors who are reselling foreign-produced goods.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
The U.S. government has indicated a willingness to significantly change existing trade policies. policies, and has imposed increased tariffs on goods imported into the United States, in particular on goods produced in China.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
Additionally, when our existing stores near the end of their lease term, we may not be able to successfully renegotiate our current the future lease terms terms, which could negatively impact our operating results.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
We are subject to impacts from changes in the macroeconomic environment, government regulation or policy, geopolitical conditions, and financial and credit markets, geopolitical conditions, and government regulation or policy. markets.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
The substantial sales growth in e-commerce and the increasing use of consumer data analytics has also encouraged the entry of many new competitors, new business models, and an increase in competition from established companies looking for ways to create successful online and in person shopping alternatives.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
Stores we open in new markets may not reach (or may take longer to reach reach) expected sales and profit levels on a consistent basis, levels, and may have higher construction, occupancy, advertising, or operating costs than stores we open in existing markets, thereby affecting our overall profitability.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
Risks in importing and selling such merchandise include increased tariffs and more stringent quotas, economic and supply chain disruption uncertainties and adverse economic conditions (including shipping capacity limitations, cost increases, inflation, recession, and exchange rate fluctuations), foreign government regulations, employment and labor matters, stoppages or disputes, concerns relating to human rights, working conditions, and other issues in factories or countries where merchandise is produced, transparency of sourcing and supply chains, exposure on product warranty and intellectual property issues, consumer perceptions of the safety of imported merchandise, geopolitical conflict (including wars and fears of war), political unrest, natural disasters, regulations to address climate change, and trade restrictions.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
Changes and uncertainty in U.S. trade or tax policy regarding apparel apparel, home-related merchandise, shoes, and home-related merchandise other goods we sell produced in other countries could adversely affect our business.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
A predominant portion of the apparel apparel, home-related merchandise, shoes, and other goods we sell is originally manufactured in other countries. countries, including China.

Read it in 10-K 2026-03-31 at sec.gov ↗

Quiet changesRisk Factors
This exposes us to risks of disruption and significant cost increases in our established patterns for sourcing our merchandise merchandise, and creates increased uncertainties in planning our sourcing strategies and forecasting our margins.

Read it in 10-K 2026-03-31 at sec.gov ↗

Quiet changesRisk Factors
Changes in tariffs, quotas, trade relationships, or tax provisions that reduce the supply or increase the relative cost of goods produced in China and other countries could significantly increase our cost of goods and/or increase our effective tax rate.

Read it in 10-K 2026-03-31 at sec.gov ↗

Quiet changesRisk Factors
More than Approximately half of our distribution center and warehouse capacity, approximately 22% of our stores, and our corporate headquarters, are located in California.

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
This section and other parts of this Form 10-K contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed below under the caption “Forward-Looking Statements” and also those in ITEM 1A. RISK FACTORS in this Annual Report on Form 10-K. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
While we believe these initiatives are contributing positively to our business, there remains uncertainty in the broader environment in which we operate. We continue to monitor ongoing macroeconomic factors such as tariffs, inflation, and geopolitical conditions. Our initiatives and our focus on providing merchandise that resonates with our customers remain central to supporting our efforts to drive sustainable, profitable growth.

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
The number of stores at the end of fiscal 2025, 2024, and 2023 increased by 4%, 4%, and 5% from the respective prior years. Our fiscal 2025 expansion program added 90 new stores, and included entry into new geographic markets such as Puerto Rico and the New York Metro area.

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
Comparable store sales (“comp store sales”) is a metric used by management and across the retail industry to evaluate the performance of existing stores by measuring the change in net sales for a particular period over the comparable prior period of equivalent length. We define comp store sales to be sales from stores that have been open for 14 complete months.

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
Sales excluded from comp store sales (“non-comp store sales”) consist primarily of sales from new stores that have been open for less than 14 complete months. Non-comp store sales also include sales from stores that are permanently closed (beginning in the month prior to closure) and temporarily closed (i.e., stores that do not have sales for at least two weeks within a fiscal month).

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
Metrics relating to customer purchasing behavior, such as “traffic” (defined as the number of transactions) and “basket” (defined as average transaction value), may provide additional insight into our comp store sales results (see Sales discussion below).

Read it in 10-K 2026-03-31 at sec.gov ↗

AddedMD&A
Selling, general and administrative expenses. For fiscal 2025, selling, general and administrative expenses (“SG&A”) increased approximately $313 million compared to the prior year, primarily due to higher store-related costs.

Read it in 10-K 2026-03-31 at sec.gov ↗

RemovedMD&A
Our primary objective is to pursue and refine our existing off-price strategies to maintain and improve both profitability and financial returns over the long term. Macroeconomic pressures and uncertainties continue to impact both consumer confidence and discretionary spending. We are closely monitoring these external factors, along with market share trends for the off-price industry. We believe that our flexible business model better positions us to navigate through uncertainty, and we plan to continue to focus on strong execution of our key initiatives. We believe that our market share gains can continue to grow through our continued focus on bringing value and convenience to our customers.

Read it in 10-K 2025-04-01 at sec.gov ↗

RemovedMD&A
Our merchandising strategies emphasize consistently offering a wide assortment of quality branded bargains for our customers. We believe that our merchandising and operational strategies enable us to deliver the most competitive bargains available to meet our customers’ ongoing demand for quality branded goods for the family and home at compelling discounts every day. Additionally, we anticipate the current retail environment will result in more opportunities for us to obtain close-out merchandise and to deliver even greater values on branded goods. We believe that staying diligently focused on executing our merchandising strategies is an important driver of our ability to gain market share in fiscal 2025 and the long term.

Read it in 10-K 2025-04-01 at sec.gov ↗

RemovedMD&A
During fiscal 2024, 2023, and 2022, we also acquired 0.6 million, 0.5 million, and 0.5 million shares of treasury stock, respectively, from our employee equity incentive plans for aggregate purchase prices of approximately $86.1 million, $48.6 million, and $48.9 million, respectively.

Read it in 10-K 2025-04-01 at sec.gov ↗

RewordedMD&A
The decrease approximately $182 million increase in cash used in investing activities in fiscal 2024 2025 compared to fiscal 2023 2024 was primarily due to lower higher capital expenditures in fiscal 2024 the current year related to the construction of our new Buckeye, Arizona next distribution center in Randleman, North Carolina, and cash proceeds received in the prior year from the sale of the packaway facility, partially offset by the purchase of land and the start of construction for our next distribution center. facility.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Cost of goods sold as a percentage of sales for fiscal 2024 decreased 2025 increased approximately 40 10 basis points from fiscal 2023 2024, primarily due to a 45 25 basis point decrease increase in buying distribution costs mainly due to lower incentive compensation expense, a 45 basis point decrease the deleveraging effect from the opening of our eighth distribution center in distribution costs, and a 30 basis point decrease Buckeye, Arizona in domestic freight costs. May 2025.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Store Count 2025 2024 2023 2022 Ross Dress for Less Beginning of the period 1,831 1,764 1,693 1,628 Opened in the period 80 75 72 1 71 Closed in the period (7) (8) (1) (6) 2 Total Ross Dress for Less stores end of period 1,904 1,831 1,764 1,693 dd’s DISCOUNTS Beginning of the period 355 345 322 295 Opened in the period 10 14 25 28 Closed in the period (2) (4) (2) (1) Total dd’s DISCOUNTS stores end of period 363 355 345 322 Total stores end of period 2,267 2,186 2,109 2,015 1 Includes the reopening of a store previously temporarily closed due to a weather event. 2 Includes the temporary closure of a store impacted by a weather event.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Net cash used in financing activities was $1.9 billion, $1.4 billion, and $1.4 billion approximately $1,859 million in fiscal 2024, 2023, and 2022, respectively, primarily resulting from stock repurchases under our stock repurchase program program, dividend payments, and dividend payments. the repayment at maturity of $250 million of Senior Notes in September 2024.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Net cash used in financing activities was $1.9 billion, $1.4 billion, and $1.4 billion approximately $2,342 million in fiscal 2024, 2023, and 2022, respectively, 2025, primarily resulting from stock repurchases under our stock repurchase program program, the repayment at maturity of $700 million of Senior Notes in April 2025, and dividend payments.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Operating income as a percentage of sales for fiscal 2024 increased 90 2025 decreased by 35 basis points compared to fiscal 2023, primarily due to lower 2024, as both SG&A and cost of goods sold and lower SG&A expenses. increased as a percentage of sales period-over-period.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Cost of goods sold in fiscal 2024 2025 increased $458.9 approximately $1,187 million compared to the prior year year, primarily due to the 3% comparable store sales increase and higher sales from the opening of 77 net new stores during fiscal 2024. in sales.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Real estate obligations3 9,026 178,204 187,230 11 272 283 Interest payment obligations 55,778 299,040 354,818 37 262 299 Purchase obligations4 4,183,454 104,916 4,288,370 4,982 52 5,034 Total contractual obligations $ 5,714,329 6,337 $ 6,069,571 5,812 $ 11,783,900 12,149 1 We have a $61.3 $60.3 million liability for unrecognized tax benefits that is included in Other long-term liabilities on our Consolidated Balance Sheets.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
This was primarily due to the 3% 5% increase in comparable store sales of approximately $961 million and the opening an increase in non-comparable store sales of 77 net new stores during fiscal 2024. approximately $660 million.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
We have In 2025, we entered into a new, $1.3 billion senior unsecured revolving credit facility (“Credit Facility”). (the “2025 Credit Facility”), which replaced our previous $1.3 billion unsecured credit facility.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
Our Annual Report on Form 10-K for fiscal 2024, 2025, and information we provide in our Annual Report to Stockholders, press releases, and other investor communications including (including those on our corporate website, website), may contain a number of forward-looking statements regarding, without limitation, projected sales, costs, costs and earnings, planned new store growth, growth and entry into new geographic markets, capital expenditures, sustainability and carbon reduction targets, liquidity, and other matters.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedMD&A
SG&A as a percentage of sales for fiscal 2024 decreased 50 2025 increased 25 basis points compared to fiscal 2023, 2024, primarily due to the gain recognized from the previously mentioned packaway facility this sale and lower incentive compensation expense. in fiscal 2024.

Read it in 10-K 2026-03-31 at sec.gov ↗

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