Ross Stores (ROST) 10-K risk factor changes: FY2024 vs FY2023

Our fiscal [removed: 2023] [added: 2024] Annual Report on Form 10-K and information we provide in our Annual Report to Stockholders, press releases, and other investor communications, including those on our corporate website, may contain forward-looking statements with respect to anticipated future events, our projected future financial performance, operations, competitive position, and our planned growth, that are all subject to risks and uncertainties that could cause our actual results to differ materially from those forward-looking statements and from our prior expectations and projections.

We are subject to impacts from [added: changes in] the macroeconomic environment, financial and credit markets, [removed: and] geopolitical [removed: conditions that affect consumer confidence and consumer disposable income,] [added: conditions,] and [removed: also increase our costs.][added: government regulation or policy.]

[removed: Inflation,] [added: Continuing inflation, tariff increases (or threats of increases), potential] supply chain disruptions, and other [removed: accompanying economic impacts from geopolitical conflicts, public health crises (such as pandemics), or other] external events may [removed: continue to] have significant negative effects on our [removed: costs] [added: costs,] and [added: also] on consumer confidence, shopping behavior, and spending, which may adversely affect our sales and profitability.

[removed: Factors such as higher] [added: Elevated inflation, including increased] fuel and energy costs, [removed: rising] food prices, [removed: high] interest rates, [removed: increases in] [added: and] housing costs, [removed: the size and timing of government stimulus programs,] wage rates, unemployment levels, [added: availability of consumer credit, consumer debt levels,] income tax rates and the timing of tax refunds, [removed: availability of consumer credit, consumer debt levels,] and [added: various government policies and practices (including 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.

Elevated inflation, [added: government policy and regulatory changes (including trade and tariff changes and threats of changes),] geopolitical conflicts, bank failures, [removed: pandemics,] [added: public health crises,] and other potential, adverse [removed: developments,] [added: developments and related uncertainties,] could reduce demand for our merchandise, [added: disrupt our buying patterns,] increase our cost of goods, freight, and payroll, decrease our inventory turnover, cause greater markdowns, and negatively affect our sales and margins.

All of our stores are located in the United States and its territories, so we are especially susceptible to changes in the U.S. [removed: economy.][added: economy and trade policy.]

The retail industry is highly competitive and the marketplace is [removed: highly] fragmented, as many different retailers compete for market share by utilizing a variety of store and online formats and merchandising strategies.

We compete for customers, associates, store locations, and merchandise with [removed: many] other [removed: local, regional, and national] [added: off-price] retailers, traditional department stores, [removed: upscale] mass merchandisers, [removed: other off-price retailers,] specialty stores, [removed: internet] [added: online] and catalog businesses, and other [removed: forms of retail commerce.][added: local, regional, and national retailers.]

We [added: continually] work [removed: on an ongoing basis] to identify customer trends and preferences, and to obtain merchandise inventory to meet anticipated customer needs.

Adverse [removed: and/or] [added: or] unseasonable weather may affect shopping patterns and consumer demand for seasonal apparel and other merchandise, and may result in temporary store closures and disruptions in deliveries of merchandise to our stores.

[removed: Although our off-price business is historically subject to less seasonality than traditional retailers, we] [added: We] may [removed: still] experience unexpected decreases in sales from time to time, which could result in increased markdowns and reduced margins.

If sales in a certain period are lower than our plans, we may not be able to adjust [removed: these] operating expenses concurrently, which could adversely affect our operating results.

We depend on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to [added: source and] purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices.

Maintaining an overall pricing differential to [removed: department and specialty stores] [added: our competitors] is also key to our ability to attract customers and sustain our sales and gross margins.

Our ability to meet or exceed our operating performance targets depends upon the continuous, sufficient availability of high quality merchandise that we can acquire at prices sufficiently below those paid by conventional retailers and that [added: will] represent a value to our customers.

To the extent that certain of our vendors are better able to manage their inventory levels and reduce the amount of their excess [added: inventory, the amount of high quality merchandise available to us could be materially reduced.]

Because a significant portion of the apparel and other goods we sell is originally manufactured in other countries, constraints on the availability of shipping capacity, changes in transportation [removed: costs] or [removed: in U.S. tariffs,] [added: tariff costs,] trade relationships or tax policies, geopolitical conflicts, natural disasters, or public health [removed: issues such as pandemics,] [added: issues,] that reduce the supply or increase the relative cost of imported goods, could also result in disruptions to our [removed: existing] supply relationships.

[removed: Shortages,] [added: Cost increases, shortages,] delays, or disruptions in the availability to us of high quality, value-priced merchandise [removed: would likely] [added: could] have a material adverse effect on our sales and margins.

Our inability to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail [removed: strategies along with] [added: strategies, as well as] labor shortages, increased turnover, or increased labor costs could adversely affect our operating results.

The loss of one or more of our key personnel or the inability to effectively identify [removed: a] [added: and successfully transition] suitable [removed: successor] [added: successors] for [removed: a] key [removed: role] [added: roles] could have a material adverse effect on our business.

Stores we open in new markets may take longer to reach expected sales and profit levels on a consistent [removed: basis] [added: basis,] and may have higher construction, occupancy, advertising, or operating costs than stores we open in existing markets, thereby affecting our overall profitability.

We are subject to risks associated with [removed: selling and] importing [added: and selling] merchandise produced in other countries.

[added: Risks in importing and selling such merchandise include tariffs and quotas, economic and supply chain uncertainties and adverse economic conditions (including shipping capacity limitations, cost increases, inflation,] recession, and exchange rate fluctuations), foreign government regulations, employment and labor matters, 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.

In addition, we directly source a portion of the products sold in our stores from foreign [removed: vendors] [added: vendors,] predominantly in Asia (including China).

Although our foreign purchases of merchandise are negotiated and paid for in U.S. dollars, [added: tariffs or other import duties, or] decreases in the value of the U.S. dollar relative to foreign currencies could increase the cost of products we purchase from overseas vendors.

To the extent that our vendors are located overseas or rely on overseas sources for a large portion of their products, any event causing a disruption, delay, or increase in the cost of imports, including [removed: the] imposition of import or other restrictions such as product detention, war, acts of terrorism, natural disasters, or public health issues [removed: such as pandemics] could adversely affect our business.

Although we use [added: a variety of] marketing and advertising mediums to attract customers to our stores, particularly through [added: a mix of] traditional and streaming television, digital [removed: channels,] [added: channels (including social media),] and new store grand openings, our competitors may spend more or use different approaches, which could provide them with a competitive advantage.

In order to achieve our planned gross margins, we must effectively manage our inventories, markdowns, and inventory [removed: shortage.][added: shortage.]

If our actual demand is lower than our sales [removed: plans,] [added: plans at our intended price points,] we may experience excess inventory levels and need to take markdowns on excess or slow-moving inventory, resulting in decreased profit margins.

The increasing sophistication of cybercriminals, the increased potential for cyberattacks, the advances in computer capabilities and artificial [removed: intelligence,] [added: intelligence (“AI”),] and remote access increases these risks.

Poorly targeting opportunities, failing to make good investments, or making an investment commitment significantly above or below our needs could [added: damage our competitive position and adversely impact our business and results of operations.]

Similarly, our responses to events or crises and our position (or perceived lack of position) on environmental, social, and governance (“ESG”) matters, such as sustainability, corporate social responsibility, diversity, equality, and inclusion (“DE&I”), responsible sourcing, and any perceived lack of transparency about those matters could harm our [removed: reputation.][added: reputation, receive negative feedback from stakeholders, including our customers and investors, and could adversely affect our sales.]

To support our continuing operations, our new store and distribution center growth plans and other capital investment plans, our [removed: quarterly dividends,] [added: stock repurchase program,] our debt repayments, and our [removed: stock repurchase program,] [added: quarterly dividends,] we must maintain sufficient liquidity.

We depend upon our operations to generate strong cash flows to support our general operating activities, and to finance our operations, make capital expenditures and acquisitions, manage our debt levels, and return value to our stockholders through [removed: dividends and] stock [removed: repurchases.][added: repurchases and dividends.]

A [removed: pandemic, or] natural or man-made disaster in a region where we have a concentration of stores, offices, or a distribution center could harm our business.

Natural or other disasters, such as wildfires, earthquakes, hurricanes, tornadoes, floods, or other extreme weather and climate conditions, or fires, explosions, and acts of war or terrorism, or public health [removed: issues (such as pandemics),] [added: issues,] in any of our markets could disrupt our operations or our supply chain, or could shut down, damage, or destroy our stores or distribution facilities.

These may include lawsuits, inquiries, demands, or other claims or proceedings by governmental entities and private plaintiffs, including those relating to employment and employee benefits (including [removed: classification, employment rights, discrimination, harassment, wage and hour, and retaliation), workplace safety,]

[added: classification, employment rights, discrimination, harassment, wage and hour, and retaliation), workplace safety,] securities, real estate, tort, commercial, consumer protection, privacy, product compliance and safety, advertising, environmental, comparative pricing, product labeling, intellectual property, tax, escheat, and whistle-blower claims.

Actual results may [removed: differ] [added: differ,] and our costs may exceed the reserves we establish in estimating the probable outcomes.

Changes [added: and uncertainty] in U.S. [removed: tax or] trade [added: or tax] policy regarding apparel and home-related merchandise produced in other countries could adversely affect our business.

Currently, elevated inflation is affecting consumer demand for our products and increasing our costs.

Ongoing geopolitical conflicts may continue to cause various adverse macroeconomic effects, including supply chain disruptions, market volatility and uncertainty, inflation, increases in fuel and energy costs, rising food prices, and depressed financial markets.

Our business and operations were adversely affected by the COVID-19 pandemic in recent years, and could be affected by another public health event in the future.

The extent and duration of impacts from future public health crisis on our business and our financial results will depend largely on future developments, including the severity, location, and duration of the issue, efforts to mitigate the resulting economic disruptions, and the related impact on consumer confidence, shopping behavior, and spending, all of which are highly uncertain and cannot be predicted.

Such impacts have in the past, and may in the future, adversely affect our profitability, cash flows, financial results, and our capital resources.

Significant operating expenses, such as rent expense and associate wages, do not adjust proportionately with our sales.

inventory, the amount of high quality merchandise available to us could be materially reduced.

Risks in importing and selling such merchandise include import duties and quotas, economic and supply chain uncertainties and adverse economic conditions (including shipping capacity limitations, cost increases, inflation,

As a result of changes in shopping behaviors due to factors such as inflation, the COVID-19 pandemic and the possibility of future pandemics, and disruptions to supply chains and store operations, we are at risk for inventory imbalances and the potential for higher than normal levels of markdowns to sell through our inventory, increased cost of goods, and for lost sales due to insufficient inventory to meet customer demand, any of which would negatively affect our sales, gross margin, and operating results.

Inflation may continue to cause our costs to purchase inventory to be higher than we planned, and we may not be able to sell the inventory to our customers at correspondingly increased prices, resulting in decreased profit margins.

As evidenced by the COVID-19 pandemic, future pandemics and accompanying economic impacts may change shopping behavior so that our predictions and sales plans become less accurate, and that may lead us to have higher than usual levels of slow-moving or non-salable inventory at our prior planned price levels.

We would then need to reduce our selling prices aggressively and progressively in order to clear out that inventory, which would result in decreased profit margins or losses on sales of that inventory, and adversely affect our results of operations in future periods.

damage our competitive position and adversely impact our business and results of operations.

We are subject to impacts from instances of damage to our stores and losses of merchandise accompanying protests or demonstrations, which may result in temporary store closures.

In recent years, there have been demonstrations and protests in cities throughout the United States.

While they have generally been peaceful, in some locations they have been accompanied by violence, damage to retail stores, and the loss of merchandise.

While generally subject to coverage by insurance, the repairs of damage to our stores and replacement of lost merchandise may increase our costs and temporarily disrupt store operations, and we may incur increased operating costs for additional security.

Governmental authorities in affected cities and regions may take action in an effort to protect people and property while permitting lawful and non-violent protests, including curfews and restrictions on business operations, which may be disruptive to our operations.

These activities, governmental responses, and resulting media coverage may also harm consumer confidence and perceptions of personal well-being and security, which may negatively affect shopping behavior and our sales.

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,764] [added: 1,831] locations in 43 states, the District of Columbia, and Guam, as of February [removed: 3, 2024.][added: 1, 2025.]

We also operate [removed: 345] [added: 355] dd’s DISCOUNTS stores in 22 states as of February [removed: 3, 2024] [added: 1, 2025] that feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day.

We [removed: are closely monitoring market share trends for the off-price industry and we] believe [added: that] our [added: market] share gains [removed: will] [added: can] continue to grow through [added: our] continued focus on bringing value and convenience to our [removed: customers, despite the ongoing uncertainty in the current macroeconomic and geopolitical environments.][added: customers.]

We believe [added: 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.

Our merchandising strategies [removed: include] [added: emphasize consistently] offering a wide assortment of quality branded bargains for our customers.

We believe [added: that] staying diligently focused on executing our merchandising strategies is an important driver of our ability to gain market share in fiscal [removed: 2024] [added: 2025] and the long term.

The fiscal [removed: year] [added: years] ended February [added: 1, 2025, February] 3, [removed: 2024 is] [added: 2024, and January 28, 2023 are] referred to as fiscal [removed: 2023] [added: 2024, fiscal 2023,] and [removed: was a 53-week year.][added: fiscal 2022, respectively.]

The discussion that follows relates to fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022.][added: 2023.]

Discussion of fiscal [removed: 2021] [added: 2022] items and year-to-year comparisons between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal [removed: 2022.][added: 2023.]

The following table summarizes our financial results for fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021:][added: 2022:]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Sales (millions) | | | | | | $ | [removed: 20,377] [added: 21,129] | | | | | $ | [removed: 18,696] [added: 20,377] | | | | | $ | [removed: 18,916] [added: 18,696] | | | | | | | |

| Sales growth (decline) | | | | | | [removed: 9.0%] [added: 3.7%] | | | | | | [removed: (1.2)%] [added: 9.0%] | | | | | | [removed: 50.9%] [added: (1.2)%] | | | | | | | | |

| Comparable store sales growth [removed: (decline)] [added: (decline)1] | | | | | | [removed: 5%] [added: 3%] | | | [removed: 1] | | | [removed: (4)%] [added: 5%] | | | [removed: 1] | | | [removed: 13%] [added: (4)%] | | | [removed: 2] | | | | | |

| Cost of goods sold | | | | | | [removed: 72.7%] [added: 72.2%] | | | | | | [removed: 74.6%] [added: 72.7%] | | | | | | [removed: 72.5%] [added: 74.6%] | | | | | | | | |

| Selling, general and administrative | | | | | | [removed: 16.0%] [added: 15.5%] | | | | | | [removed: 14.8%] [added: 16.0%] | | | | | | [removed: 15.2%] [added: 14.8%] | | | | | | | | |

| [removed: Interest] [added: Interest] (income) expense, [removed: net] [added: net] | | | | | | (0.8)% | | | | | | [removed: 0.0%] [added: (0.8)%] | | | | | | [removed: 0.4%] [added: 0.0%] | | | | | | | | |

| Net earnings (as a percent of sales) | | | | | | [removed: 9.2%] [added: 9.9%] | | | | | | [removed: 8.1%] [added: 9.2%] | | | | | | [removed: 9.1%] [added: 8.1%] | | | | | | | | |

[removed: Stores.] Our long-term strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses.

[added: Stores.] Total stores open at the end of fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] were [added: 2,186,] 2,109, [removed: 2,015,] and [removed: 1,923,] [added: 2,015,] respectively.

The number of stores at the end of fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] increased by [removed: 5%,] [added: 4%,] 5%, and [removed: 3%] [added: 5%] from the respective prior years.

In fiscal [removed: 2023,] [added: 2024,] we opened [removed: 97] [added: 89] new stores.

Looking forward to [removed: 2024,] [added: 2025,] we expect to open approximately 90 new stores.

We continue to believe that consumers’ [removed: increased] focus on value and convenience [removed: and the significant number of brick-and-mortar retail closures and bankruptcies over the last several years] provide opportunities for us to gain market share.

The following table summarizes the stores opened and closed during fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021:][added: 2022:]

| Store Count | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | [added: | | |]

| Ross Dress for Less | | | | | | | | | | | | | | | | | | [added: | | |]

| Beginning of the period | | | [removed: 1,693] [added: 1,764] | | | | | | [removed: 1,628] [added: 1,693] | | | | | | [removed: 1,585] [added: 1,628] | | | [added: | | |]

| Opened in the period | | | [removed: 72] [added: 75] | | | [removed: 1] | | | [removed: 71] [added: 72] | | | [added: 1] | | | [removed: 44] [added: 71] | | | [added: | | |]

| Closed in the period | | | [removed: (1)] [added: (8)] | | | | | | [removed: (6)] [added: (1)] | | | [removed: 2] | | | [removed: (1)] [added: (6)] | | | [added: 2 | | |]

| Total Ross Dress for Less stores end of period | | | [removed: 1,764] [added: 1,831] | | | | | | [removed: 1,693] [added: 1,764] | | | | | | [removed: 1,628] [added: 1,693] | | | [added: | | |]

| dd’s DISCOUNTS | | | | | | | | | | | | | | | | | | [added: | | |]

| Beginning of the period | | | [removed: 322] [added: 345] | | | | | | [removed: 295] [added: 322] | | | | | | [removed: 274] [added: 295] | | | [added: | | |]

| Opened in the period | | | [removed: 25] [added: 14] | | | | | | [removed: 28] [added: 25] | | | | | | [removed: 21] [added: 28] | | | [added: | | |]

| Closed in the period | | | [removed: (2)] [added: (4)] | | | | | | [removed: (1)] [added: (2)] | | | | | | [removed: —] [added: (1)] | | | [added: | | |]

| Total dd’s DISCOUNTS stores end of period | | | [removed: 345] [added: 355] | | | | | | [removed: 322] [added: 345] | | | | | | [removed: 295] [added: 322] | | | [added: | | |]

| Total stores end of period | | | [removed: 2,109] [added: 2,186] | | | | | | [removed: 2,015] [added: 2,109] | | | | | | [removed: 1,923] [added: 2,015] | | | [added: | | |]

| 1 Includes the reopening of a store previously temporarily closed due to a weather event. | | | | | | | | | | | | | | | | | | [added: | | |]

| 2 Includes the temporary closure of a store impacted by a weather event. | | | | | | | | | | | | | | | | | | [added: | | |]

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.

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.

Fiscal 2023 was a 53-week year.

Fiscal 2024 and 2022 were each 52-week years.

| Operating income (as a percent of sales) | | | | | | 12.2% | | | | | | 11.3% | | | | | | 10.7% | | | | | | | | |

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Sales for fiscal 2023 included approximately $308 million from the additional week of sales due to the 53rd week.

Partially offsetting these items was a 60 basis point decrease in merchandise margin primarily due to our continued efforts to offer more sharply priced branded bargains and a 20 basis point increase in occupancy costs.

In December 2024, we completed the sale of a packaway warehouse facility and recognized a pre-tax gain on sale of $61.6 million.

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

In fiscal 2025, we expect operating income as a percentage of sales to be impacted by sales deleverage, higher distribution costs, and lower incentive compensation expense.

Interest (income), expense, net as a percentage of sales, was flat compared to the prior year.

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Fiscal 2024 earnings include a per share benefit of approximately $0.14 from the sale of the packaway warehouse facility.

In September 2024, we repaid at maturity the $250 million principal amount of the 3.375% Senior Notes.

As of February 1, 2025, we had $700 million principal amount of 4.600% Senior Notes that will reach maturity in 2025.

The decrease in cash provided by operating activities in fiscal 2024 compared to fiscal 2023 was primarily driven by

higher incentive compensation payments, partially offset by higher net earnings.

In fiscal 2024, capital expenditures were partially offset by cash proceeds from the sale of the packaway warehouse facility.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Distribution and transportation | | | | | | $ | 260 | | | | | $ | 306 | | | | | $ | 270 | |

| New stores | | | | | | 193 | | | | | | 209 | | | | | | 171 | | |

| Existing stores | | | | | | 171 | | | | | | 168 | | | | | | 148 | | |

| Total capital expenditures | | | | | | $ | 720 | | | | | $ | 763 | | | | | $ | 654 | |

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In fiscal 2024, we repaid the $250 million principal amount of the 3.375% Senior Notes in September 2024.

Senior notes. As of February 1, 2025, we had approximately $2.2 billion of outstanding unsecured Senior Notes, of which $699.7 million was classified within Current Liabilities on our Consolidated Balance Sheet.

| 2024 | | | | | | 7.3 | | | | | | $ | 144.46 | | | | | $ | 1,050 | | 1 | | |

| Operating leases | | | 758,519 | | | | | | 2,869,467 | | | | | | 3,627,986 | | |

| Real estate obligations3 | | | 9,026 | | | | | | 178,204 | | | | | | 187,230 | | |

| Purchase obligations4 | | | 4,183,454 | | | | | | 104,916 | | | | | | 4,288,370 | | |

| Total contractual obligations | | | $ | 5,714,329 | | | | | $ | 6,069,571 | | | | | $ | 11,783,900 | |

A third-party financial institution administers the program.

We are not a party to the agreements between the participating financial institutions and the suppliers in connection with the program, and we do not receive financial incentives from the suppliers or the financial institutions.

We do not provide guarantees under the program, and our rights and obligations to our suppliers are not affected by the program.

As of February 1, 2025 and February 3, 2024, we had $63.9 million and $60.8 million, respectively, held in a collateral trust.

Although inflation has moderated during the past year, the cost of essentials remains elevated and continues to pressure our low-to-moderate income customers’ discretionary spending.

The fiscal years ended January 28, 2023 and January 29, 2022 are referred to as fiscal 2022 and fiscal 2021, respectively, and were 52-week years.

| Earnings before taxes (as a percent of sales) | | | | | | 12.1% | | | | | | 10.6% | | | | | | 11.9% | | | | | | | | |

| 2 Amount shown is for fiscal 2021 compared to the fiscal year ended February 1, 2020 (“fiscal 2019”). Comparable store sales for this purpose represents sales from stores that were open at the end of fiscal 2019, less stores closed in fiscal 2020 and fiscal 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | |

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Partially offsetting these items was a 70 basis point increase in buying costs primarily due to higher incentive compensation expense.

We expect lower merchandise margin as a percentage of sales in fiscal 2024 as we plan to offer more brands that are sharply priced throughout our stores.

We expect this impact will be partially offset by lower incentive compensation expense, which is expected to return to target levels.

We expect lower incentive compensation expense in fiscal 2024, which is expected to return to target levels.

In fiscal 2022, the Inflation Reduction Act (“IRA”) was signed into law.

The IRA made several changes to business tax provisions including a one percent excise tax on stock repurchases made after December 31, 2022.

The one percent excise tax does not impact our effective tax rate.

Net earnings. Net earnings as a percentage of sales for fiscal 2023 was higher than in fiscal 2022 primarily due to lower cost of goods sold and higher interest income, partially offset by higher SG&A expenses.

The increase in cash flow from operating activities in fiscal 2023 compared to fiscal 2022 was primarily driven by higher current year incentive compensation accruals combined with lower incentive compensation payments and higher net earnings, partially offset by lower accounts payable leverage (defined as accounts payable divided by merchandise inventory).

| New stores | | | | | | $ | 209.2 | | | | | $ | 170.9 | | | | | $ | 124.9 | |

| Existing stores | | | | | | 167.6 | | | | | | 147.6 | | | | | | 103.3 | | |

| Distribution and transportation | | | | | | 306.0 | | | | | | 270.2 | | | | | | 279.3 | | |

| Total capital expenditures | | | | | | $ | 762.8 | | | | | $ | 654.1 | | | | | $ | 557.8 | |

Senior notes. As of February 3, 2024, we had approximately $2.5 billion of outstanding unsecured Senior Notes.

This program replaced the previously approved $1.5 billion stock repurchase program, effective at the end of fiscal 2021 (at which time we had repurchased $650 million under the previous $1.5 billion program).

In March 2024, our Board of Directors approved a new two-year program to repurchase up to $2.1 billion of the Company’s common stock through fiscal 2025.

| 2021 | | | | | | 5.7 | | | | | | $ | 114.29 | | | | | $ | 650 | | | | |

| Operating leases | | | 723,031 | | | | | | 2,656,418 | | | | | | 3,379,449 | | |

| Real estate obligations3 | | | 14,339 | | | | | | 218,625 | | | | | | 232,964 | | |

| Purchase obligations4 | | | 4,236,623 | | | | | | 104,916 | | | | | | 4,341,539 | | |

| Total contractual obligations | | | $ | 5,311,861 | | | | | $ | 6,660,960 | | | | | $ | 11,972,821 | |

We do not enter into financial agreements with the participating financial institutions in connection with the program.

We had no outstanding forward contracts as of February [removed: 3, 2024.][added: 1, 2025.]

As of February [removed: 3, 2024,] [added: 1, 2025,] we had no borrowings outstanding under our revolving credit facility.

As of February [removed: 3, 2024,] [added: 1, 2025,] we had outstanding [removed: seven] [added: six] series of unsecured Senior Notes.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material negative impact on our consolidated financial position, results of operations, cash flows, or the fair values of our short- and long-term investments as of and for the year ended February [removed: 3, 2024.][added: 1, 2025.]

Ross Stores, Inc. and its subsidiaries [removed: (“we”] [added: (“we”, “our”,] or the “Company”) operate two brands of off-price retail apparel and home fashion stores—Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS®.

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,764] [added: 1,831] locations in 43 states, the District of Columbia, and Guam, as of February [removed: 3, 2024.][added: 1, 2025.]

We also operate [removed: 345] [added: 355] dd’s DISCOUNTS stores in 22 states as of February [removed: 3, 2024.][added: 1, 2025.]

The typical dd’s DISCOUNTS store is located in an established shopping center in a densely populated urban or suburban neighborhood, and its target customers typically come from households with [added: lower to] more moderate [removed: incomes than Ross customers.][added: incomes.]

Both our Ross and dd’s DISCOUNTS brands target [removed: value-conscious] [added: value-driven] customers.

We believe that both brands derive a competitive advantage by offering a wide assortment of product within each of our merchandise categories, in organized and easy-to-shop [removed: store] [added: in-store] environments.

[removed: We refer to our fiscal year ended February 3, 2024 as fiscal] [added: Fiscal] 2023 [removed: which] was a 53-week year.

Our fiscal years ended [added: February 1, 2025, February 3, 2024, and] January 28, 2023 [removed: and January 29, 2022] are referred to as fiscal [removed: 2022] [added: 2024, fiscal 2023,] and fiscal [removed: 2021, respectively, each of which were 52-week years.][added: 2022, respectively.]

We [added: aim to] sell recognizable brand name merchandise that is on trend and fashionable in each category.

Our buyers review their merchandise assortments on a weekly basis, enabling them to respond to selling trends and [removed: purchasing] [added: buying] opportunities in the market.

Our merchandising strategy is reflected in our [removed: advertising,] [added: marketing,] which emphasizes a strong value message.

Our stores offer a [removed: treasure-hunt] [added: “treasure-hunt”] shopping experience where customers can find great savings every day on a broad assortment of brand name bargains for the family and the home.

We [removed: have established] [added: establish] merchandise assortments that we believe are attractive to our target customers.

[removed: Although we may offer fewer classifications of merchandise than most department stores, we] [added: We] generally offer a large selection within each [removed: classification,] [added: classification of our merchandise,] with a wide assortment of vendors, labels, prices, colors, styles, and fabrics within each size or item.

Our merchandise offerings [removed: include, but are not limited to,] [added: include] apparel, footwear, [removed: accessories, small furniture,] home [removed: accents,] [added: accents and furniture,] bed and bath, beauty, [added: accessories,] toys, [removed: luggage,] gourmet food, [removed: cookware,] [added: luggage, electronics, pet accessories,] jewelry and watches, and [removed: pet accessories.][added: cookware.]

Purchasing. We have a large network of merchandise vendors and manufacturers for both Ross and dd’s [removed: DISCOUNTS] [added: DISCOUNTS,] and believe we have adequate sources of first-quality merchandise to meet our requirements.

We purchase the [removed: vast] majority of our merchandise directly from manufacturers.

Our buyers use a number of methods that enable us to offer our customers brand name and designer merchandise at strong discounts every day relative to department and specialty stores for Ross, and [added: to] moderate department and discount stores for dd’s DISCOUNTS.

[removed: Unlike most department and specialty stores, we] [added: We] typically do not require that vendors or manufacturers provide promotional allowances, co-op advertising allowances, return privileges, drop shipments to stores, or delayed deliveries of merchandise.

The merchandise that we offer in all of our stores is acquired through opportunistic purchases created by manufacturer and brand overruns and canceled [removed: orders] [added: orders,] both during and at the end of a season (“close-out” purchases), and production direct from brands and factories (“upfront” purchases).

Upon receipt, merchandise can be shipped to stores in-season or can be stored in our warehouses as [removed: packaway] [added: “packaway”] merchandise.

In fiscal [removed: 2023,] [added: 2024,] we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

[removed: Packaway] [added: As of February 1, 2025 and February 3, 2024, packaway] accounted for approximately [added: 41% and] 40% of total [removed: inventories as of February 3, 2024 and January 28, 2023.][added: inventories, respectively.]

At the end of fiscal [removed: 2023,] [added: 2024,] we had over [removed: 900] [added: 800] merchants for Ross and dd’s DISCOUNTS combined.

The Ross and dd’s DISCOUNTS buying organizations are separate and distinct, [removed: and] [added: with] each [removed: includes] [added: organization led by its own chief merchandising officer with a team of] merchandise management, buyers, and assistant buyers.

Ross and dd’s DISCOUNTS buyers have on average [removed: eight] [added: over seven] years of experience, including merchandising positions with other retailers.

Our pricing is reflected on most of our price [removed: tags] [added: tags,] which display our selling price as well as the comparable value for that item in department and specialty stores for Ross merchandise, or in more moderate department and discount stores for dd’s DISCOUNTS merchandise.

Our buyers review [removed: specified] [added: their] departments in our stores for possible markdowns based on the rate of sale on a weekly basis, as well as at the end of fashion seasons, to promote faster turnover of merchandise inventory and to accelerate the flow of fresh [removed: product.][added: product to our stores.]

As of February [removed: 3, 2024,] [added: 1, 2025,] we operated a total of [removed: 2,109 stores] [added: 2,186 stores,] comprised of [removed: 1,764] [added: 1,831] Ross stores and [removed: 345] [added: 355] dd’s DISCOUNTS stores.

Where the size of the market and real estate opportunities permit, our real estate strategy is to cluster Ross stores with the objective to increase our market penetration and to benefit from economies of scale in advertising, distribution, field management, and other [removed: overhead.][added: costs.]

We believe a key element of our success at both Ross and dd’s DISCOUNTS is our organized and easy-to-shop in-store [removed: environment] [added: environment,] which allows customers to shop at their own pace.

Among the factors which have enabled us to do this are: labor costs that are generally lower than full-price department and specialty [removed: stores] [added: stores,] due to a store design that creates a self-service retail format and due to the utilization of labor saving technologies; economies of scale with respect to general and administrative costs resulting from centralized merchandising, marketing, and purchasing decisions; and flexible store layout criteria which facilitate conversion of existing buildings to our formats.

These initiatives [added: are intended to] support future growth, the execution and achievement of our plans, [added: efficiency improvement,] ongoing stability, and compliance.

We continue to shift our marketing and advertising [removed: to] [added: towards] digital channels, including social media, digital video, and digital audio, to reflect changes in media consumption.

We believe that a mix of channels [added: and marketing strategies] is important to [added: effectively] reach our customers.

As of February [removed: 3, 2024,] [added: 1, 2025,] we had approximately [removed: 108,000] [added: 107,000] total associates, which includes both full- and part-time associates in our stores, distribution centers, and buying and corporate offices.

[removed: Approximately] [added: Over] 85% of these associates worked in our retail stores.

We have no associates [removed: that] [added: who] are covered by a collective bargaining agreement.

Our associates play essential roles [removed: in] not only [added: in] delivering great values to our customers but also [added: in] evolving and strengthening the culture at Ross.

Throughout our organization, we recognize and appreciate the importance of attracting, retaining, and developing our [removed: associates] [added: associates,] and we have a number of key programs to do so.

Fiscal 2024 and 2022 were each 52-week years.

Our social media strategy includes influencer marketing and user generated content.

| Karen Fleming | | | | | | 58 | | | | | | President, Chief Merchandising Officer – Ross Dress for Less | | |

Mr. Conroy joined the Company in December 2024 as Chief Executive Officer – Elect and has served as Chief Executive Officer since February 2025.

Previously, he served as President and Chief Executive Officer of Boot Barn Holdings, Inc. from 2012 to November 2024.

Prior to this, Mr. Conroy was with Claire’s Stores, Inc. from 2007 to 2012, where he served as Chief Operating Officer and Interim Co-Chief Executive Officer in 2012, President from 2009 to 2012, and Executive Vice President from 2007 to 2009.

From 2001 to 2007, Mr. Conroy served in various consulting roles, including with Kurt Salmon Associates and Deloitte Consulting.

Previously, Mr. Conroy held several roles with consumer, entertainment, and consulting companies.

He will leave his officer position on March 31, 2025, at which time he will transition to an advisor role.

Ms. Fleming has served as President and Chief Merchandising Officer – Ross Dress for Less since December 2024.

She held the corresponding role at dd’s DISCOUNTS earlier in that year.

From 2018 to 2022, Ms. Sykes served as Group Senior Vice President of Merchandising.

She served as Senior Vice President of Merchandising from 2010 to 2018.

He will leave his officer position at the end of September 2025 when he retires from the Company.

The merchant, store field, and distribution operations for Ross and dd’s DISCOUNTS are separate.

The two chains share certain corporate and support services.

Ms. Rentler has served as Chief Executive Officer and a member of the Board of Directors since 2014 and as Vice Chair of the Board since 2021.

She also served at dd’s DISCOUNTS as Executive Vice President and Chief Merchandising Officer from 2005 to 2006, and Senior Vice President and Chief Merchandising Officer from 2004 to 2005.

Class/representative action litigation remains pending as of February [removed: 3, 2024.][added: 1, 2025.]

Like many retailers and other businesses, we have filed a lawsuit as plaintiff against various insurance companies with respect to our claims for insurance coverage for business [removed: interruption, property damage,] [added: interruption] and [added: for] other losses that we have experienced as a result of the COVID-19 pandemic.

| [removed: ☒] [added: ý] | | | | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | |

| | | | | | | For the fiscal year ended February [removed: 03, 2024] [added: 01, 2025] | | | | | |

| [removed: ☐] [added: o] | | | | | | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | |

Yes [removed: ☐] [added: o] No ý

Smaller reporting company [removed: ☐] [added: o] Emerging growth company [removed: ☐][added: o]

Yes [removed: ☐] [added: o] No [removed: ☒][added: ý]

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of [removed: July 29, 2023] [added: August 3, 2024] was [removed: $38,089,466,770,] [added: $45,630,083,382,] based on the closing price on that date as reported by the Nasdaq Global Select Market®.

The number of shares of Common Stock, $.01 par value, outstanding on March [removed: 11, 2024] [added: 10, 2025] was [removed: 335,174,141.][added: 328,821,469.]

Portions of the Proxy Statement for the Registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed on or before June [removed: 3, 2024,] [added: 2, 2025,] are incorporated herein by reference into Part III.

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| [Item [removed: 12.](#i8f81c031ba30404e8ad78a4bd65a04ce_145)] [added: 12.](#i988cb8de0b594ada9fdfc8ccfc3d061e_145)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8f81c031ba30404e8ad78a4bd65a04ce_145)] [added: Matters](#i988cb8de0b594ada9fdfc8ccfc3d061e_145)] | | | | | | [removed: [58](#i8f81c031ba30404e8ad78a4bd65a04ce_145)] [added: [58](#i988cb8de0b594ada9fdfc8ccfc3d061e_145)] | | |

| [Item [removed: 13.](#i8f81c031ba30404e8ad78a4bd65a04ce_148)] [added: 13.](#i988cb8de0b594ada9fdfc8ccfc3d061e_148)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8f81c031ba30404e8ad78a4bd65a04ce_148)] [added: Independence](#i988cb8de0b594ada9fdfc8ccfc3d061e_148)] | | | | | | [removed: [58](#i8f81c031ba30404e8ad78a4bd65a04ce_148)] [added: [58](#i988cb8de0b594ada9fdfc8ccfc3d061e_148)] | | |

| [Item [removed: 14.](#i8f81c031ba30404e8ad78a4bd65a04ce_151)] [added: 14.](#i988cb8de0b594ada9fdfc8ccfc3d061e_151)] | | | | | | [Principal Accountant Fees and [removed: Services](#i8f81c031ba30404e8ad78a4bd65a04ce_151)] [added: Services](#i988cb8de0b594ada9fdfc8ccfc3d061e_151)] | | | | | | [removed: [58](#i8f81c031ba30404e8ad78a4bd65a04ce_151)] [added: [58](#i988cb8de0b594ada9fdfc8ccfc3d061e_151)] | | |

| [PART [removed: IV](#i8f81c031ba30404e8ad78a4bd65a04ce_154)] [added: IV](#i988cb8de0b594ada9fdfc8ccfc3d061e_154)] | | | | | | | | | | | | | | |

| [Item [removed: 15.](#i8f81c031ba30404e8ad78a4bd65a04ce_157)] [added: 15.](#i988cb8de0b594ada9fdfc8ccfc3d061e_157)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i8f81c031ba30404e8ad78a4bd65a04ce_157)] [added: Schedules](#i988cb8de0b594ada9fdfc8ccfc3d061e_157)] | | | | | | [removed: [59](#i8f81c031ba30404e8ad78a4bd65a04ce_157)] [added: [59](#i988cb8de0b594ada9fdfc8ccfc3d061e_157)] | | |

| | | | | | | [removed: [Signatures](#i8f81c031ba30404e8ad78a4bd65a04ce_160)] [added: [Signatures](#i988cb8de0b594ada9fdfc8ccfc3d061e_160)] | | | | | | [removed: [60](#i8f81c031ba30404e8ad78a4bd65a04ce_160)] [added: [60](#i988cb8de0b594ada9fdfc8ccfc3d061e_160)] | | |

| | | | | | | [Index to [removed: Exhibits](#i8f81c031ba30404e8ad78a4bd65a04ce_163)] [added: Exhibits](#i988cb8de0b594ada9fdfc8ccfc3d061e_163)] | | | | | | [removed: [62](#i8f81c031ba30404e8ad78a4bd65a04ce_163)] [added: [62](#i988cb8de0b594ada9fdfc8ccfc3d061e_163)] | | |

| [PART I](#i988cb8de0b594ada9fdfc8ccfc3d061e_10) | | | | | | | | | | | | | | |

| [PART II](#i988cb8de0b594ada9fdfc8ccfc3d061e_34) | | | | | | | | | | | | | | |

| [PART I](#i8f81c031ba30404e8ad78a4bd65a04ce_10) | | | | | | | | | | | | | | |

| [PART II](#i8f81c031ba30404e8ad78a4bd65a04ce_31) | | | | | | | | | | | | | | |

As of [removed: April 1, 2024,] [added: the date of this filing,] to our knowledge, our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats or previously identified cybersecurity incidents, but there is no assurance that we will not be materially affected in the future by such risks or future incidents.

The Audit Committee receives quarterly cybersecurity reports and engages directly with our management team, including our Chief [removed: Capability Officer (CCO), Chief] Information Officer (CIO) and Chief Information Security Officer (CISO), on cybersecurity risk management and related risk topics, including incident response and recovery protocols, associate trainings and awareness, recent Company and industry developments, and our related compliance programs and practices.

Our CIO and CISO are principally responsible for assessing and managing our material risks from cybersecurity [removed: threats, reporting to our CCO.][added: threats.]

At February [removed: 3, 2024,] [added: 1, 2025,] we operated a total of [removed: 2,109] [added: 2,186] stores, of which [removed: 1,764] [added: 1,831] were Ross stores in 43 states, the District of Columbia, and Guam, and [removed: 345] [added: 355] were dd’s DISCOUNTS stores in 22 states.

The following table summarizes the locations of our stores by state/territory as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023.][added: February 3, 2024.]

| State/Territory | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| Alabama | | | | | | [removed: 27] [added: 30] | | | | | | [removed: 26] [added: 27] | | |

| Arizona | | | | | | [removed: 89] [added: 91] | | | | | | [removed: 84] [added: 89] | | |

| Arkansas | | | | | | [removed: 10] [added: 11] | | | | | | 10 | | |

| California | | | | | | [removed: 463] [added: 476] | | | | | | [removed: 452] [added: 463] | | |

| Colorado | | | | | | [removed: 42] [added: 43] | | | | | | [removed: 41] [added: 42] | | |

| Florida | | | | | | [removed: 244] [added: 248] | | | | | | [removed: 239] [added: 244] | | |

| Georgia | | | | | | 70 | | | | | | [removed: 66] [added: 70] | | |

| Hawaii | | | | | | [removed: 21] [added: 19] | | | | | | 21 | | |

| Illinois | | | | | | [removed: 102] [added: 104] | | | | | | [removed: 101] [added: 102] | | |

| Indiana | | | | | | [removed: 33] [added: 36] | | | | | | [removed: 31] [added: 33] | | |

| Iowa | | | | | | 9 | | | | | | [removed: 7] [added: 9] | | |

| Kansas | | | | | | 15 | | | | | | [removed: 14] [added: 15] | | |

| Kentucky | | | | | | [removed: 17] [added: 19] | | | | | | 17 | | |

| Louisiana | | | | | | 24 | | | | | | [removed: 21] [added: 24] | | |

| Maryland | | | | | | [removed: 32] [added: 35] | | | | | | [removed: 28] [added: 32] | | |

| Michigan | | | | | | [removed: 8] [added: 16] | | | | | | [removed: —] [added: 8] | | |

| Minnesota | | | | | | [removed: 1] [added: 4] | | | | | | [removed: —] [added: 1] | | |

| Mississippi | | | | | | 12 | | | | | | [removed: 11] [added: 12] | | |

| Missouri | | | | | | [removed: 31] [added: 32] | | | | | | 31 | | |

| Nebraska | | | | | | [removed: 8] [added: 10] | | | | | | [removed: 7] [added: 8] | | |

| Nevada | | | | | | 43 | | | | | | [removed: 41] [added: 43] | | |

| New Jersey | | | | | | [removed: 21] [added: 22] | | | | | | [removed: 18] [added: 21] | | |

| New Mexico | | | | | | [removed: 22] [added: 23] | | | | | | [removed: 20] [added: 22] | | |

| New York | | | | | | [removed: 4] [added: 7] | | | | | | [removed: —] [added: 4] | | |

| North Carolina | | | | | | [removed: 53] [added: 56] | | | | | | [removed: 52] [added: 53] | | |

| North Dakota | | | | | | [removed: 3] [added: 4] | | | | | | 3 | | |

| Ohio | | | | | | [removed: 25] [added: 27] | | | | | | [removed: 22] [added: 25] | | |

| Oklahoma | | | | | | [removed: 30] [added: 31] | | | | | | [removed: 29] [added: 30] | | |

| Oregon | | | | | | [removed: 32] [added: 31] | | | | | | 32 | | |

| Pennsylvania | | | | | | [removed: 56] [added: 64] | | | | | | [removed: 53] [added: 56] | | |

| South Carolina | | | | | | [removed: 31] [added: 32] | | | | | | 31 | | |

| Tennessee | | | | | | 45 | | | | | | [removed: 40] [added: 45] | | |

| Texas | | | | | | [removed: 304] [added: 312] | | | | | | [removed: 294] [added: 304] | | |

| Utah | | | | | | 27 | | | | | | [removed: 26] [added: 27] | | |

| Virginia | | | | | | [removed: 43] [added: 44] | | | | | | [removed: 42] [added: 43] | | |

| Washington | | | | | | 48 | | | | | | [removed: 45] [added: 48] | | |

| Wisconsin | | | | | | [removed: 28] [added: 29] | | | | | | [removed: 24] [added: 28] | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Riverside, California | | | | | | 1 | | | | | | 449,000 | | | | | | — | | | | | |

There were [removed: 1,234] [added: 1,146] stockholders of record as of March [removed: 11, 2024,] [added: 10, 2025,] and the closing stock price on that date was [removed: $145.87] [added: $132.12] per share.

Cash dividends. On March [removed: 5, 2024,] [added: 4, 2025,] our Board of Directors declared a quarterly cash dividend of [removed: $0.3675] [added: $0.4050] per common share, payable on March [removed: 29, 2024.][added: 31, 2025.]

Our Board of Directors declared [added: a] cash [removed: dividends] [added: dividend] of $0.3350 per common share in February, May, August, and November 2023.

Our Board of Directors declared a cash dividend of [removed: $0.3100] [added: $0.3675] per common share in March, May, August, and November [removed: 2022.][added: 2024.]

Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2023] [added: 2024] is as follows:

| [removed: ¹] [added: 1] We did not acquire [removed: any] shares of treasury stock during the quarter ended February [removed: 3, 2024.] [added: 1, 2025.] Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. | | |

In March 2024, our Board of Directors approved a [removed: new] two-year program to repurchase up to $2.1 billion of [removed: our] [added: the Company’s] common stock through [removed: fiscal 2025.][added: January 31, 2026.]

Refer to Note [removed: H: Stockholders’ Equity] [added: C: Stock-Based Compensation] in the Notes to Consolidated Financial Statements for equity compensation plan information.

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| | | | (11/03/2024 - 11/30/2024) | | | | | | 452,426 | | | | | | $145.05 | | | | | | 452,426 | | | | | | $1,246,900 | | | | | | | | |

| | | | (12/01/2024 - 01/04/2025) | | | | | | 704,593 | | | | | | $153.01 | | | | | | 704,593 | | | | | | $1,139,090 | | | | | | | | |

| | | | (01/05/2025 - 02/01/2025) | | | | | | 592,070 | | | | | | $150.43 | | | | | | 592,070 | | | | | | $1,050,020 | | | | | | | | |

| | | | Total | | | | | | 1,749,089 | | | | | | $150.08 | | | | | | 1,749,089 | | | | | | $1,050,020 | | | | | | | | |

This program followed the previous two-year $1.9 billion stock repurchase program, effective at the end of fiscal 2023.

| Ross Stores, Inc. | | | | | | 100 | | | | | | 100 | | | | | | 87 | | | | | | 109 | | | | | | 133 | | | | | | 141 | | |

| S&P 500 Index | | | | | | 100 | | | | | | 117 | | | | | | 145 | | | | | | 133 | | | | | | 160 | | | | | | 203 | | |

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 109 | | | | | | 120 | | | | | | 131 | | | | | | 155 | | | | | | 187 | | |

| | | | (10/29/2023 - 11/25/2023) | | | | | | 461,842 | | | | | | $122.54 | | | | | | 461,842 | | | | | | $190,000 | | | | | | | | |

| | | | (11/26/2023 - 12/30/2023) | | | | | | 723,609 | | | | | | $134.08 | | | | | | 723,609 | | | | | | $92,980 | | | | | | | | |

| | | | (12/31/2023 - 02/03/2024) | | | | | | 672,906 | | | | | | $138.18 | | | | | | 672,906 | | | | | | $0 | | | | | | | | |

| | | | Total | | | | | | 1,858,357 | | | | | | $132.70 | | | | | | 1,858,357 | | | | | | $0 | | | | | | | | |

| Ross Stores, Inc. | | | | | | 100 | | | | | | 124 | | | | | | 123 | | | | | | 107 | | | | | | 135 | | | | | | 164 | | |

| S&P 500 Index | | | | | | 100 | | | | | | 122 | | | | | | 143 | | | | | | 176 | | | | | | 161 | | | | | | 195 | | |

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 111 | | | | | | 119 | | | | | | 132 | | | | | | 144 | | | | | | 161 | | |

| ($000, except per share data) | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | |

| Sales | | | | | | $ | [removed: 20,376,941] [added: 21,129,219] | | | | | $ | [removed: 18,695,829] [added: 20,376,941] | | | | | $ | [removed: 18,916,244] [added: 18,695,829] | |

| Cost of goods sold | | | | | | [removed: 14,801,601] [added: 15,260,506] | | | | | | [removed: 13,946,230] [added: 14,801,601] | | | | | | [removed: 13,708,907] [added: 13,946,230] | | |

| Selling, general and administrative | | | | | | [removed: 3,267,677] [added: 3,283,127] | | | | | | [removed: 2,759,268] [added: 3,267,677] | | | | | | [removed: 2,874,469] [added: 2,759,268] | | |

| Interest (income) expense, net | | | | | | [removed: (164,118)] [added: (171,568)] | | | | | | [removed: 2,842] [added: (164,118)] | | | | | | [removed: 74,328] [added: 2,842] | | |

| Earnings before taxes | | | | | | [removed: 2,471,781] [added: 2,757,154] | | | | | | [removed: 1,987,489] [added: 2,471,781] | | | | | | [removed: 2,258,540] [added: 1,987,489] | | |

| Provision for taxes on earnings | | | | | | [removed: 597,261] [added: 666,424] | | | | | | [removed: 475,448] [added: 597,261] | | | | | | [removed: 535,951] [added: 475,448] | | |

| Net earnings | | | | | | $ | [removed: 1,874,520] [added: 2,090,730] | | | | | $ | [removed: 1,512,041] [added: 1,874,520] | | | | | $ | [removed: 1,722,589] [added: 1,512,041] | |

| Basic | | | | | | $ | [removed: 5.59] [added: 6.36] | | | | | $ | [removed: 4.40] [added: 5.59] | | | | | $ | [removed: 4.90] [added: 4.40] | |

| Diluted | | | | | | $ | [removed: 5.56] [added: 6.32] | | | | | $ | [removed: 4.38] [added: 5.56] | | | | | $ | [removed: 4.87] [added: 4.38] | |

| Basic | | | | | | [removed: 335,187] [added: 328,593] | | | | | | [removed: 343,452] [added: 335,187] | | | | | | [removed: 351,496] [added: 343,452] | | |

| Diluted | | | | | | [removed: 337,433] [added: 330,984] | | | | | | [removed: 345,222] [added: 337,433] | | | | | | [removed: 353,734] [added: 345,222] | | |

| ($000) | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | |

| Comprehensive income | | | | | | $ | [removed: 1,874,520] [added: 2,090,730] | | | | | $ | [removed: 1,512,041] [added: 1,874,520] | | | | | $ | [removed: 1,722,589] [added: 1,512,041] | |

| ($000, except share data) | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | |

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 4,872,446] [added: 4,730,744] | | | | | $ | [removed: 4,551,876] [added: 4,872,446] | | | | | [added: $ | 4,551,876 | |]

| Accounts receivable | | | [removed: 130,766] [added: 144,482] | | | | | | [removed: 145,694] [added: 130,766] | | | | | |

| Merchandise inventory | | | [removed: 2,192,220] [added: 2,444,513] | | | | | | [removed: 2,023,495] [added: 2,192,220] | | | | | |

| Prepaid expenses and other | | | [removed: 202,706] [added: 218,957] | | | | | | [removed: 183,654] [added: 202,706] | | | | | |

| Total current assets | | | [removed: 7,398,138] [added: 7,538,696] | | | | | | [removed: 6,904,719] [added: 7,398,138] | | | | | |

| Land and buildings | | | [removed: 1,486,557] [added: 1,493,496] | | | | | | [removed: 1,495,006] [added: 1,486,557] | | | | | |

| Fixtures and equipment | | | [removed: 4,220,221] [added: 4,521,044] | | | | | | [removed: 3,961,733] [added: 4,220,221] | | | | | |

| Leasehold improvements | | | [removed: 1,577,102] [added: 1,701,340] | | | | | | [removed: 1,433,647] [added: 1,577,102] | | | | | |

| Construction-in-progress | | | [removed: 628,730] [added: 807,256] | | | | | | [removed: 319,319] [added: 628,730] | | | | | |

| Less accumulated depreciation and amortization | | | [removed: 4,380,709] [added: 4,730,733] | | | | | | [removed: 4,028,178] [added: 4,380,709] | | | | | |

| Property and equipment, net | | | [removed: 3,531,901] [added: 3,792,403] | | | | | | [removed: 3,181,527] [added: 3,531,901] | | | | | |

| Operating lease assets | | | [removed: 3,126,841] [added: 3,294,858] | | | | | | [removed: 3,098,134] [added: 3,126,841] | | | | | |

| Other long-term assets | | | [removed: 243,229] [added: 279,375] | | | | | | [removed: 232,083] [added: 243,229] | | | | | |

| Total assets | | | $ | [removed: 14,300,109] [added: 14,905,332] | | | | | $ | [removed: 13,416,463] [added: 14,300,109] | | | | |

| Accounts payable | | | $ | [removed: 1,955,850] [added: 2,126,317] | | | | | $ | [removed: 2,009,924] [added: 1,955,850] | | | | |

| Accrued expenses and other | | | [removed: 671,867] [added: 626,490] | | | | | | [removed: 638,561] [added: 671,867] | | | | | |

| Current operating lease liabilities | | | [removed: 683,625] [added: 703,337] | | | | | | [removed: 655,976] [added: 683,625] | | | | | |

| Accrued payroll and benefits | | | [removed: 548,371] [added: 462,284] | | | | | | [removed: 279,710] [added: 548,371] | | | | | |

| Income taxes payable | | | [removed: 76,370] [added: 43,666] | | | | | | [removed: 52,075] [added: 76,370] | | | | | |

| Current portion of long-term debt | | | [removed: 249,713] [added: 699,731] | | | | | | [removed: —] [added: 249,713] | | | | | |

| Total current liabilities | | | [removed: 4,185,796] [added: 4,661,825] | | | | | | [removed: 3,636,246] [added: 4,185,796] | | | | | |

| Long-term debt | | | [removed: 2,211,017] [added: 1,515,080] | | | | | | [removed: 2,456,510] [added: 2,211,017] | | | | | |

| Non-current operating lease liabilities | | | [removed: 2,603,349] [added: 2,764,281] | | | | | | [removed: 2,593,961] [added: 2,603,349] | | | | | |

| Other long-term liabilities | | | [removed: 232,383] [added: 267,911] | | | | | | [removed: 224,104] [added: 232,383] | | | | | |

| Deferred income taxes | | | [removed: 196,238] [added: 187,040] | | | | | | [removed: 217,059] [added: 196,238] | | | | | |

| Operating income | | | | | | 2,585,586 | | | | | | 2,307,663 | | | | | | 1,990,331 | | |

| Net earnings | | | | | | $ | 2,090,730 | | | | | $ | 1,874,520 | | | | | $ | 1,512,041 | |

| | | | 8,523,136 | | | | | | 7,912,610 | | | | | |

| Common stock, par value $0.01 per share Authorized 1,000,000,000 shares Issued and outstanding 328,813,000 and 335,172,000 shares, respectively | | | 3,288 | | | | | | 3,352 | | | | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,090,730 | | | | | | 2,090,730 | | |

| Common stock issued under stock plans, net of shares used for tax withholding | | | | | | 910 | | | | | | 9 | | | | | | 25,076 | | | | | | (86,092) | | | | | | | | | | | | — | | | | | | (61,007) | | |

| Common stock repurchased, inclusive of excise tax | | | | | | (7,269) | | | | | | (73) | | | | | | (36,889) | | | | | | — | | | | | | | | | | | | (1,022,469) | | | | | | (1,059,431) | | |

| Balance at February 1, 2025 | | | | | | 328,813 | | | | | | $ | 3,288 | | | | | $ | 2,097,110 | | | | | $ | (719,410) | | | | | | | | | | | $ | 4,128,207 | | | | | $ | 5,509,195 | |

| ($000) | | | | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | January 28, 2023 | | |

| Net earnings | | | | | | $ | 2,090,730 | | | | | $ | 1,874,520 | | | | | $ | 1,512,041 | |

| Gain on sale of property | | | | | | (61,575) | | | | | | — | | | | | | — | | |

| Proceeds from sale of property | | | | | | 82,642 | | | | | | — | | | | | | — | | |

| Excise tax paid on repurchase of common stock | | | | | | (8,798) | | | | | | — | | | | | | — | | |

Fiscal 2024 and 2022 were each 52-week years.

Refer to Note I: Segment Reporting for additional information.

As of February 1, 2025, February 3, 2024, and January 28, 2023, the Company had $63.9 million, $60.8 million, and $57.8 million, respectively, in a collateral trust.

Included in the carrying value of the Company’s merchandise inventory is a provision for shortage.

In December 2024, the Company completed the sale of a packaway warehouse facility and recognized a pre-tax gain on sale of $61.6 million which is included within Selling, general and administrative on the Consolidated Statements of Earnings.

Cash proceeds from the sale of the facility were $82.6 million.

| ($000) | | | | | | 2024 | | | | | | 2023 | | |

The following table is a reconciliation of the outstanding obligations confirmed as valid under the Company’s supply chain finance program for fiscal 2024:

| ($000) | | | | | | 2024 | | | | | | | | |

| Confirmed obligations outstanding at the beginning of the year | | | | | | $ | 146,937 | | | | | | | |

| Invoices confirmed during the year | | | | | | 856,294 | | | | | | | | |

| Confirmed invoices paid during the year | | | | | | (844,022) | | | | | | | | |

| Confirmed obligations outstanding at the end of the year | | | | | | $ | 159,209 | | | | | | | |

| ($000) | | | | | | 2024 | | | | | | 2023 | | |

| ($000) | | | | | | 2024 | | | | | | 2023 | | |

Interest (income) expense, net. Interest (income) expense, net primarily includes interest income, capitalized interest expense, interest expense on long-term debt, and other interest expense.

Shares are excluded from the calculation of diluted EPS if their effect would have been anti-dilutive to the calculation of diluted EPS.

| Shares | | | | | | 328,593 | | | | | | 2,391 | | | | | | 330,984 | | |

| Amount | | | | | | $ | 6.36 | | | | | $ | (0.04) | | | | | $ | 6.32 | |

The Company adopted ASU 2023-07 for the fiscal year ended February 1, 2025 on a retrospective basis.

The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Recently issued accounting standards. In November 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)*: *Disaggregation of Income Statement Expenses*.

The ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions.

| ($000) | | | | | | | | | | | | 2024 | | | | | | 2023 | | |

| ($000) | | | 2024 | | | | | | 2023 | | |

Restricted stock. The Company grants shares of restricted stock and restricted stock units to directors, officers, and key employees.

In fiscal 2024, the Company also granted a performance-conditioned restricted stock unit award (“PRSU”) in connection with the hiring of its new CEO.

| | | | | | | | | | | | | | | | | | | | | |

| Total costs and expenses | | | | | | 17,905,160 | | | | | | 16,708,340 | | | | | | 16,657,704 | | |

| | | | 7,912,610 | | | | | | 7,209,705 | | | | | |

| Common stock, par value $0.01 per share | | | 3,352 | | | | | | 3,428 | | | | | |

| Authorized 1,000,000,000 shares | | | | | | | | | | | | | | |

| Issued and outstanding 335,172,000 and | | | | | | | | | | | | | | |

| 342,753,000 shares, respectively | | | | | | | | | | | | | | |

| Balance at January 30, 2021 | | | | | | 356,503 | | | | | | $ | 3,565 | | | | | $ | 1,579,824 | | | | | $ | (478,550) | | | | | | | | | | | $ | 2,185,801 | | | | | $ | 3,290,640 | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,722,589 | | | | | | 1,722,589 | | |

| Common stock issued under stock plans, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| net of shares used for tax withholding | | | | | | 905 | | | | | | 9 | | | | | | 25,060 | | | | | | (57,345) | | | | | | | | | | | | — | | | | | | (32,276) | | |

| Common stock repurchased | | | | | | (5,688) | | | | | | (57) | | | | | | (21,571) | | | | | | — | | | | | | | | | | | | (628,369) | | | | | | (649,997) | | |

The Company identifies its operating segments according to how the business activities are managed and evaluated.

| 2021 | | | | | | | | | | | | | | | | | | | | |

| Shares | | | | | | 351,496 | | | | | | 2,238 | | | | | | 353,734 | | |

| Amount | | | | | | $ | 4.90 | | | | | $ | (0.03) | | | | | $ | 4.87 | |

| | | | | | | | | | | | | | | | | | |

At February 3, 2024, the Company had one active stock-based compensation plan (further described in Note H: Stockholders’ Equity).

The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

| 2024 | | | | | | | | | $ | 250,000 | |

| 2024 | | | $ | 730,583 | |

| 2025 | | | 722,550 | | |

| 2026 | | | 608,814 | | |

| 2027 | | | 497,641 | | |

| 2028 | | | 371,173 | | |

| Thereafter | | | 1,557,432 | | |

| Less: interest | | | 1,201,219 | | |

| 1Certain items in the prior years have been reclassified to conform to the current year’s presentation. | | | | | | | | | | | | | | | | | | | | |

Common stock. In May 2021, the Company’s Board of Directors authorized a program to repurchase up to $1.5 billion of the Company’s common stock through fiscal 2022.

This program replaced the previous $1.5 billion stock repurchase program, effective at the end of fiscal 2021 (at which time the Company had repurchased $650 million under the previous $1.5 billion program).

In March 2024, the Company’s Board of Directors approved a new two-year program to repurchase up to $2.1 billion of the Company’s common stock through fiscal 2025.

| 2021 | | | | | | 5.7 | | | | | | $ | 114.29 | | | | | $ | 650 | | | | |

The 2017 Plan, which was authorized to issue a maximum of 12.0 million shares, was immediately effective upon approval and no further awards were granted under the Predecessor Plan, which was terminated.

As of February 3, 2024, there were 7.8 million shares available for grant under the 2017 Plan.

| Unvested at January 28, 2023 | | | | | | 3,943 | | | | | | $ | 99.69 | |

| Awarded | | | | | | 1,690 | | | | | | 109.59 | | |

| Released | | | | | | (1,139) | | | | | | 95.98 | | |

| Forfeited | | | | | | (99) | | | | | | 102.40 | | |

Based on our evaluation under the framework in *Internal Control — Integrated Framework* (2013), our management concluded that our internal control over financial reporting was effective as of February [removed: 3, 2024.][added: 1, 2025.]

Our internal control over financial reporting as of February [removed: 3, 2024] [added: 1, 2025] has also been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion as to the effectiveness of our internal control over financial reporting is stated in their report, dated [removed: April 1, 2024,] [added: March 31, 2025,] which is included in Item 8 in this Annual Report on Form 10-K.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth fiscal quarter of [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: Information] [added: The information] required by Item 401 of Regulation S-K is incorporated herein by reference to the section entitled “Executive Officers of the Registrant” at the end of Item I of this report; and to the section of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on Wednesday, May [removed: 22, 2024] [added: 21, 2025] (the “Proxy Statement”) entitled “Information Regarding Nominees and Incumbent Directors.” Information required by Item 405 of Regulation S-K is incorporated by reference to the Proxy Statement under the section titled “Delinquent Section 16(a) Reports.” Since our last Annual Report on Form 10-K, we have not made any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors.

Information required by Item 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement under the section entitled “Information Regarding Nominees and Incumbent Directors” under the caption “Audit Committee.” [added: The information required by Item 408(b) of Regulation S-K is incorporated by reference to the section of the Proxy Statement entitled “Additional Executive Compensation Policies, Practices, and Guidelines” under the caption “Insider Trading Policy and Procedures and Guidelines Governing Hedging and Securities Trades by Directors, Officers, and Employees.”]

The information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Compensation of Directors” and “Executive Compensation” under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “All Other Compensation,” “Discussion of Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards During Fiscal Year,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” [removed: “Nonqualified] [added: “Non-Qualified] Deferred Compensation,” and “Potential Payments Upon Termination or Change in Control.”

Equity compensation plan information. The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of February [removed: 3, 2024:][added: 1, 2025:]

| approved by security holders | | | | | | [removed: 719] [added: 495] | | | | | | — | | | | | | [removed: 11,426] [added: 10,744] | | | 1 | | |

| 1 Includes [removed: 3.6] [added: 3.4] million shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 7.8] [added: 7.3] million shares reserved for issuance under the 2017 Equity Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | 495 | | | | | | — | | | | | | 10,744 | | | | | |

| Total | | | | | | 719 | | | | | | — | | | | | | 11,426 | | | | | |

Information concerning principal accountant fees and [added: services, and the pre-approval of those] services [added: by the Audit Committee,] will appear in the Proxy Statement [removed: in the Ross Stores, Inc. Board of Directors Audit Committee Report] under the caption “Summary of Audit, Audit-Related, Tax, and All Other Fees.” Such information is incorporated herein by reference.

Consolidated Statements of Earnings for the years ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022.][added: 28, 2023.]

Consolidated Statements of Comprehensive Income for the years ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022.][added: 28, 2023.]

Consolidated Balance Sheets at February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023.][added: February 3, 2024.]

Consolidated Statements of Stockholders’ Equity for the years ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022.][added: 28, 2023.]

Consolidated Statements of Cash Flows for the years ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022.][added: 28, 2023.]

| [removed: Barbara Rentler] [added: James G. Conroy] | | | | | | (Principal Executive Officer) | | | | | | | | |

| /s/Adam Orvos | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Jeffrey P. Burrill | | | | | | Senior Vice President, Chief Accounting Officer and | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Michael Balmuth | | | | | | Executive Chairman, Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/K. Gunnar Bjorklund | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Michael J. Bush | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Edward G. Cannizzaro | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Sharon D. Garrett | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Michael J. Hartshorn | | | | | | Group President and Chief Operating Officer, Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Stephen D. Milligan | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Patricia H. Mueller | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/George P. Orban | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| /s/Doniel N. Sutton | | | | | | Director | | | | | | [removed: April 1, 2024] [added: March 31, 2025] | | |

| 4.3 | | | [Officers’ Certificate, dated as of [removed: September 18, 2014,] [added: April 6, 2020,] establishing the [added: aggregate amounts,] terms and form of the Notes, incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross [removed: Stores] [added: Stores, Inc.] on [removed: September 18, 2014.](https://www.sec.gov/Archives/edgar/data/745732/000120677414002845/exhibit4-2.htm)] [added: April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm)] | | |

| 4.4 | | | [Form of [removed: the 3.375%] [added: 4.600%] Senior Notes Due [removed: 2024,] [added: 2025,] included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross [removed: Stores] [added: Stores, Inc.] on [removed: September 18, 2014.](https://www.sec.gov/Archives/edgar/data/745732/000120677414002845/exhibit4-2.htm)] [added: April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm)] | | |

| [removed: 4.5] [added: 4.8] | | | [Officers’ Certificate, dated as of [removed: April 6, 2020,] [added: October 21, 2020] establishing the aggregate amounts, terms and [removed: form] [added: forms] of the [removed: Notes,] [added: Notes.,] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on [removed: April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm)] [added: October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm)] | | |

| 4.6 | | | [Form of [removed: 4.600%] [added: 4.800%] Senior Notes Due [removed: 2025,] [added: 2030,] included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) | | |

| [removed: 4.7] [added: 4.5] | | | [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](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm). | | |

| [removed: 4.8] [added: 4.7] | | | [Form of [removed: 4.800%] [added: 5.450%] Senior Notes Due [removed: 2030,] [added: 2050,] included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm) | | |

| 4.9 | | | [Form of [removed: 5.450%] [added: the 0.875%] Senior Notes Due [removed: 2050,] [added: 2026,] included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on [removed: April 7, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm)] [added: October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm)] | | |

| 4.10 | | | [removed: [Officers’ Certificate, dated as] [added: [Form] of [removed: October 21, 2020 establishing] the [removed: aggregate amounts, terms] [added: 1.875% Senior Notes Due 2031, included in] and [removed: forms of the Notes.,] incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) | | |

| 10.1 | | | [Credit Agreement [removed: dated](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [February] [added: dated February] 17, [removed: 2022,](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [among] [added: 2022, among] Ross Stores, Inc., various lenders and Bank of America, N.A., as Administrative Agent, incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [4.1](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) [to] [added: Exhibit 4.1 to] the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ende](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm)[d] [added: ended] April 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm) | | |

| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.2 - [removed: 10.31)] [added: 10.35)] | | | | | |

| [removed: 10.12] [added: 10.21] | | | [removed: [Forms] [added: [Form] of Executive Employment Agreement for Executive [removed: Officers,] [added: Officers (CA),] incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May [removed: 4, 2019.](https://www.sec.gov/Archives/edgar/data/745732/000074573219000030/exhibit101formsofexecutive.htm)] [added: 5, 2024.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000035/a2024templatecaexecutiveem.htm)] | | |

| 10.19 | | | [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 [removed: April](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm) [29](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)[, 202](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)[3](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)] [added: April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)] | | |

| 10.20 | | | [Form of Executive Employment Agreement for Executive Officers (NON-CA), incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm)[2](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm) [to] [added: 10.2 to] the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm) | | |

| [removed: 10.21] [added: 10.23] | | | [Employment Agreement effective June 1, 2012 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 October 27, 2012.](https://www.sec.gov/Archives/edgar/data/745732/000144530512003795/exhibit101balmuth-2012empl.htm) | | |

| [removed: 10.22] [added: 10.24] | | | [Second Amendment to Employment Agreement effective January 1, 2016 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.49 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2016.](https://www.sec.gov/Archives/edgar/data/745732/000074573216000037/exhibit1049balmuth-seconda.htm) | | |

| [removed: 10.23] [added: 10.25] | | | [Fourth Amendment to the Employment Agreement effective April 15, 2017 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000026/exhibit104fourthamendmentt.htm) | | |

| [removed: 10.24] [added: 10.26] | | | [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.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000024/exhibit101fifthamendmentto.htm) | | |

| [removed: 10.25] [added: 10.27] | | | [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.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm) | | |

| [removed: 10.26] [added: 10.28] | | | [Ninth Amendment to Employment [removed: Agreement](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [effective](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [May] [added: Agreement effective May] 2, [removed: 2022](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [between] [added: 2022 between] Michael Balmuth and Ross Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[,] [added: Inc.,] incorporated by reference to Exhibit 10.6 to [removed: th](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[e] [added: the] Form [removed: 10](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[\-Q] [added: 10-Q] filed by Ross Stores, Inc. for [removed: it](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)[s] [added: its] quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) [October] [added: ended October] 28, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm) | | |

| [removed: 10.27] [added: 10.29] | | | [Tenth Amendment to Employment Agreement effective [removed: August](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm) [2](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm)[9,] [added: 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 [removed: it](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm)[s] [added: its] quarter ended October 28, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm) | | |

| [removed: 10.28] [added: 10.30] | | | [Employment Agreement effective March 16, 2023 between Michael Hartshorn and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/hartshornmichael-contract.htm) | | |

| [removed: 10.29] [added: 10.31] | | | [Employment Agreement effective March 16, 2023 between Adam Orvos and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/orvosadam-contract.htm) | | |

| | | | | | | By: | | | /s/James G. Conroy | | |

| Date: | | | March 31, 2025 | | | | | | James G. Conroy | | |

| /s/James G. Conroy | | | | | | Chief Executive Officer, Director | | | | | | March 31, 2025 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| 10.12 | | | [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.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000050/directorrsusforfinanceq2ex.htm) | | |

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| 10.33 | | | [First Amendment to Employment Agreement effective February 27, 2025 between James G. Conroy and Ross Stores, Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm) | | |

| 10.34 | | | [Repayment Agreement effective October 21, 2024 between James G. Conroy and Ross Stores, Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroy_j-ceorepaymentagree.htm) | | |

| 10.35 | | | [Ross Stores, Inc. Notice of Grant of Restricted Stock Units to James G. Conroy.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/a2017prsugrantnoticeconroy.htm) | | |

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| 19 | | | [Ross Stores, Inc. Insider Trading Policy (December 2024).](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/insidertradingpolicydec202.htm) | | |

| | | | | | | By: | | | /s/Barbara Rentler | | |

| Date: | | | April 1, 2024 | | | | | | Barbara Rentler | | |

| /s/Barbara Rentler | | | | | | Chief Executive Officer, Director | | | | | | April 1, 2024 | | |

| /s/Larree M. Renda | | | | | | Director | | | | | | April 1, 2024 | | |

| Larree M. Renda | | | | | | | | | | | | | | |

| 4.11 | | | [Form of the 0.875% Senior Notes Due 2026, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) | | |

| 4.12 | | | [Form of the 1.875% Senior Notes Due 2031, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm) | | |