Ross Stores (ROST) 10-K risk factor changes: FY2025 vs FY2024

Our fiscal [removed: 2024] [added: 2025] 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 changes in the macroeconomic environment, [removed: financial and credit markets, geopolitical conditions, and] government regulation or [removed: policy.][added: policy, geopolitical conditions, and financial and credit markets.]

Elevated inflation, [added: rapidly changing and increased tariffs on goods imported into the United States, other] government [added: regulation or] policy [removed: and regulatory changes (including trade and tariff changes and threats of changes),] [added: changes,] geopolitical conflicts, bank failures, [added: federal government shutdowns,] public health [removed: crises,] [added: 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, [removed: freight,] [added: create limits in merchandise availability, cause shipping delays] and [removed: payroll,] [added: increase freight costs,] 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, [added: 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 [removed: policy.][added: policy in the U.S. (particularly toward China).]

[removed: Elevated inflation, including] [added: 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 [removed: costs,] [added: costs), relative] wage rates, unemployment levels, availability of consumer credit, consumer debt levels, income tax rates and the timing of tax refunds, [removed: and] various government policies and practices (including [added: 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.

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

A predominant portion of the [removed: apparel] [added: apparel, home-related merchandise, shoes,] and other goods we sell is originally manufactured in other [removed: countries.][added: countries, including China.]

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

This exposes us to risks of disruption and [added: significant] cost increases in our established patterns for sourcing our [removed: merchandise] [added: merchandise,] and creates increased uncertainties in planning our sourcing strategies and forecasting our margins.

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

Although such changes would have implications across the entire [removed: industry,] [added: retail sector,] we may fail to effectively adapt and manage the adjustments in [added: sourcing] strategy that would be necessary in response to those changes.

Competitive pressures [added: and the pace of change] in the [removed: apparel and home-related merchandise] retailing industry are high.

Our retail competitors constantly adjust their pricing, business [added: 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 [added: and the increasing use of consumer data analytics] has [removed: 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 [added: and in person] shopping alternatives.

Unexpected changes in the level of consumer spending [removed: on] or preferences [removed: for apparel and home-related merchandise] could adversely affect us.

Opportunistic buying, [removed: lean] [added: tightly managed] inventory levels, and frequent inventory turns are critical elements of our off-price business strategy.

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

New stores may not achieve the same sales or profit levels as our existing [removed: stores] [added: stores,] and adding stores to existing markets may adversely affect the sales and profitability of other existing stores.

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

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

A predominant portion of the [removed: apparel] [added: apparel, shoes, home-related merchandise,] and other goods we sell (even when we purchase it domestically, often as excess inventory sold to us by a domestic vendor) is originally manufactured in other countries.

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

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

We cannot predict whether [added: China or] any of the [added: other] countries from which our products are sourced, or in which our products are currently manufactured or may be manufactured in the future, will be subject to [added: increased tariffs or] trade restrictions imposed by the U.S. or foreign governments or the likelihood, type, or effect of any such restrictions.

Although we use [removed: a] [added: an increasing] variety of marketing and advertising mediums to attract customers to our stores, particularly through a mix of traditional and streaming television, digital 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.

As a regular part of our business, we purchase [removed: “packaway”] [added: packaway] inventory with the intent that it will be stored in our warehouses until a later date.

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

Such disruptions may result from public health issues such as pandemics, cyberattacks, damage or destruction to our distribution centers, [added: equipment failures,] weather-related events, natural disasters, [added: power outages, fires,] trade restrictions, tariffs, third-party strikes or ineffective cross-dock operations, work stoppages or slowdowns, shipping capacity constraints, supply or shipping interruptions, or other factors beyond our control.

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

[removed: More than] [added: Approximately] half of our distribution center and warehouse capacity, approximately 22% of our stores, and our corporate headquarters, are located in California.

[added: 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] 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.

While we directly import only a small portion of our merchandise, more than half of the goods we sell originate from China.

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.

Further, expanding into new markets or increasing store growth in regions where we have limited operating experience could potentially result in operational inefficiencies and increased costs.

More than half of the merchandise we sell is originally manufactured in China.

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

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,831] [added: 1,904] locations in [removed: 43] [added: 44] states, the District of Columbia, [removed: and] Guam, [added: and Puerto Rico] as of [removed: February 1, 2025.][added: January 31, 2026.]

Ross offers first-quality, in-season, [removed: name] brand [added: name] and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day.

We also operate [removed: 355] [added: 363] dd’s DISCOUNTS stores in 22 states as of [removed: February 1, 2025] [added: January 31, 2026] that feature a more moderately-priced assortment of first-quality, [removed: in-season, name brand] [added: in-season] 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.

The fiscal years ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023] [added: 2024] are referred to as fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023,] [added: 2024,] and fiscal [removed: 2022,] [added: 2023,] respectively.

Fiscal [removed: 2024] [added: 2025] and [removed: 2022] [added: 2024] were each 52-week years.

The discussion that follows relates to fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023.][added: 2024.]

Discussion of fiscal [removed: 2022] [added: 2023] items and year-to-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] 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: 2023.][added: 2024.]

The following table summarizes our financial results for fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Sales (millions) | | | | | | $ | [removed: 21,129] [added: 22,751] | | | | | $ | [removed: 20,377] [added: 21,129] | | | | | $ | [removed: 18,696] [added: 20,377] | | | | | | | |

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

| Cost of goods sold | | | | | | [removed: 72.2%] [added: 72.3] | | [added: %] | | | | [removed: 72.7%] [added: 72.2%] | | | | | | [removed: 74.6%] [added: 72.7%] | | | | | | | | |

| Selling, general and administrative | | | | | | [removed: 15.5%] [added: 15.8] | | [added: %] | | | | [removed: 16.0%] [added: 15.5%] | | | | | | [removed: 14.8%] [added: 16.0%] | | | | | | | | |

| Operating income (as a percent of sales) | | | | | | [removed: 12.2%] [added: 11.9] | | [added: %] | | | | [removed: 11.3%] [added: 12.2%] | | | | | | [removed: 10.7%] [added: 11.3%] | | | | | | | | |

| Interest [removed: (income) expense, net] [added: income, net (as a percent of sales)] | | | | | | [removed: (0.8)%] [added: (0.6)] | | [added: %] | | | | (0.8)% | | | | | | [removed: 0.0%] [added: (0.8)%] | | | | | | | | |

| Net earnings (as a percent of sales) | | | | | | [removed: 9.9%] [added: 9.4] | | [added: %] | | | | [removed: 9.2%] [added: 9.9%] | | | | | | [removed: 8.1%] [added: 9.2%] | | | | | | | | |

The number of stores at the end of fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] increased by 4%, [removed: 5%,] [added: 4%,] and 5% from the respective prior years.

Looking forward to [removed: 2025,] [added: 2026,] we expect to open approximately [removed: 90] [added: 110] new [removed: stores.][added: stores, which represents 5% growth.]

The following table summarizes the stores opened and closed during fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

| Store Count | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Beginning of the period | | | [removed: 1,764] [added: 1,831] | | | | | | [removed: 1,693] [added: 1,764] | | | | | | [removed: 1,628] [added: 1,693] | | | | | |

| Opened in the period | | | [removed: 75] [added: 80] | | | | | | [removed: 72] [added: 75] | | | [removed: 1] | | | [removed: 71] [added: 72] | | | [added: 1] | | |

| Closed in the period | | | [removed: (8)] [added: (7)] | | | | | | [removed: (1)] [added: (8)] | | | | | | [removed: (6)] [added: (1)] | | | [removed: 2] | | |

| Total Ross Dress for Less stores end of period | | | [removed: 1,831] [added: 1,904] | | | | | | [removed: 1,764] [added: 1,831] | | | | | | [removed: 1,693] [added: 1,764] | | | | | |

| Beginning of the period | | | [removed: 345] [added: 355] | | | | | | [removed: 322] [added: 345] | | | | | | [removed: 295] [added: 322] | | | | | |

| Opened in the period | | | [removed: 14] [added: 10] | | | | | | [removed: 25] [added: 14] | | | | | | [removed: 28] [added: 25] | | | | | |

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

| Total dd’s DISCOUNTS stores end of period | | | [removed: 355] [added: 363] | | | | | | [removed: 345] [added: 355] | | | | | | [removed: 322] [added: 345] | | | | | |

| Total stores end of period | | | [removed: 2,186] [added: 2,267] | | | | | | [removed: 2,109] [added: 2,186] | | | | | | [removed: 2,015] [added: 2,109] | | | | | |

The total selling square footage as of [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023] [added: 2024] was [removed: 43.9] [added: 45.1] million, [removed: 42.8] [added: 43.9] million, and [removed: 41.4] [added: 42.8] million, respectively.

Sales. Sales for fiscal [removed: 2024] [added: 2025] increased [removed: $752.3] [added: approximately $1,621] million, or [removed: 3.7%,] [added: 8%,] compared to the prior year.

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

Our sales mix is shown below for fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

| | | | | | | [removed: 2024] [added: 2025] | | | 1 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Ladies | | | | | | 22 | | % | | | | [removed: 23] [added: 22] | | % | | | | [removed: 24] [added: 23] | | % |

| Men’s | | | | | | [removed: 16] [added: 15] | | % | | | | [removed: 15] [added: 16] | | % | | | | 15 | | % |

| Accessories, Lingerie, Fine Jewelry, and Cosmetics | | | | | | 15 | | % | | | | 15 | | % | | | | [removed: 14] [added: 15] | | % |

| Shoes | | | | | | [removed: 12] [added: 13] | | % | | | | [removed: 13] [added: 12] | | % | | | | [removed: 12] [added: 13] | | % |

| Children’s | | | | | | 9 | | % | | | | [removed: 8] [added: 9] | | % | | | | [removed: 9] [added: 8] | | % |

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.

*Fiscal Years*

*Fiscal* 2025 *Highlights*

Financial results for fiscal 2025 were as follows:

- Sales were $22,751 million, compared to $21,129 million in fiscal 2024.

- Comparable store sales increased 5%.

- Operating income was $2,707 million, compared to $2,586 million in fiscal 2024.

- Operating income as a percentage of sales was 11.9%, compared to 12.2% in fiscal 2024.

- Net income was $2,145 million, compared to $2,091 million in fiscal 2024.

- Diluted earnings per share were $6.61, compared to $6.32 in fiscal 2024.

*Key Initiatives*

Our current key initiatives include the following:

- Merchandising: Delivering broad‑based assortments timely and offering more brands at compelling values for our customers.

- Marketing: Advancing our marketing initiatives to further strengthen customer awareness and engagement.

- Stores: Making meaningful improvements to the in-store shopping experience for our customers.

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.

*Store Openings*

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.

We are planning to open 85 Ross stores and 25 dd’s DISCOUNTS stores in 2026, which reflects the reacceleration of growth for dd’s DISCOUNTS.

We continue to believe that customers’ focus on value and convenience supports opportunities to expand our reach and serve more customers over time.

*Sales Metrics*

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.

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).

The calculation of comp store sales varies across the retail industry; therefore, our measure of comp store sales may differ from other retailers.

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).

| Sales growth | | | | | | 8 | | % | | | | 4 | | % | | | | 9 | | % | | | | | | |

The 5% increase in comparable store sales was driven by an approximate 3% increase in basket and 2% increase in traffic.

Merchandise margin decreased 20 basis points primarily due to tariff-related costs.

Partially offsetting these higher costs were lower domestic freight costs of 20 basis points, lower buying costs of 10 basis points, and 5 basis points of leverage in occupancy costs.

Interest income, net. In fiscal 2025, interest income, net decreased by approximately $37 million compared to fiscal 2024, primarily due to decreased interest income both from lower average interest rates and from lower average cash balances, which decreased largely due to our repayment at maturity of unsecured senior debt (“Senior Notes”) of $700 million in April 2025 and $250 million in September 2024.

The decrease in interest income was partially offset by lower interest expense primarily due to the repayment of those Senior Notes.

| | | | Interest income | | | | | | $ | (173) | | | | | $ | (235) | | | | | $ | (238) | | | | |

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.

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.

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

| Sales growth (decline) | | | | | | 3.7% | | | | | | 9.0% | | | | | | (1.2)% | | | | | | | | |

| 1 Comparable stores are stores open for more than 14 complete months. | | | | | | | | | | | | | | | | | | | | | | | | | | |

Stores. Total stores open at the end of fiscal 2024, 2023, and 2022 were 2,186, 2,109, and 2,015, respectively.

In fiscal 2024, we opened 89 new stores.

We continue to believe that consumers’ focus on value and convenience provide opportunities for us to gain market share.

| 2 Includes the temporary closure of a store impacted by a weather event. | | | | | | | | | | | | | | | | | | | | |

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.

This sale, along with lower incentive compensation expense, partially offset the increase in SG&A which was primarily driven by the opening of 77 net new stores during fiscal 2024.

Interest (income) expense, net. In fiscal 2024, interest (income) expense, net improved by $7.5 million compared to fiscal 2023.

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

| | | | ($000) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | |

| | | | Interest income | | | | | | $ | (234,955) | | | | | $ | (238,207) | | | | | $ | (77,706) | | | | |

| | | | Capitalized interest expense | | | | | | (19,447) | | | | | | (12,106) | | | | | | (5,678) | | | | | |

| | | | Interest (income) expense, net | | | | | | $ | (171,568) | | | | | $ | (164,118) | | | | | $ | 2,842 | | | | |

Fiscal 2023 earnings include a per share benefit of approximately $0.20 from the 53rd week.

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

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.

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

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

| 2022 | | | | | | 10.3 | | | | | | $ | 92.15 | | | | | $ | 950 | | | | |

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.

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

| Senior notes | | | $ | 700,000 | | | | | $ | 1,524,991 | | | | | $ | 2,224,991 | |

| 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 | | |

As of [removed: February 1, 2025,] [added: January 31, 2026,] we had no borrowings outstanding under our revolving credit facility.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we had outstanding [removed: six] [added: five] 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 [removed: February 1, 2025.][added: January 31, 2026.]

We occasionally use forward contracts to hedge against fluctuations in foreign currency prices.

We had no outstanding forward contracts as of February 1, 2025.

Ross is the largest off-price apparel and home fashion chain in the United States, with [removed: 1,831] [added: 1,904] locations in [removed: 43] [added: 44] states, the District of Columbia, [removed: and] Guam, [added: and Puerto Rico] as of [removed: February 1, 2025.][added: January 31, 2026.]

Ross offers first-quality, in-season, [removed: name] brand [added: name] and designer apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 60% off department and specialty store regular prices every day.

We also operate [removed: 355] [added: 363] dd’s DISCOUNTS stores in 22 states as of [removed: February 1, 2025.][added: January 31, 2026.]

dd’s DISCOUNTS features more moderately-priced first-quality, [removed: in-season, name brand] [added: in-season] 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 believe that both brands derive a competitive advantage by offering a wide assortment of product within each of our merchandise [removed: categories,] [added: categories] in organized and easy-to-shop in-store environments.

Our fiscal years ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023] [added: 2024] are referred to as fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023,] [added: 2024,] and fiscal [removed: 2022,] [added: 2023,] respectively.

Fiscal [removed: 2024] [added: 2025] and [removed: 2022] [added: 2024] were each 52-week years.

We believe merchandise with nationally recognized [removed: name brands] [added: brand names and labels] sold at compelling discounts will continue to be an important determinant of our success.

Our merchandise offerings include apparel, footwear, home accents and furniture, [added: beauty,] bed and bath, [removed: beauty,] accessories, [removed: toys,] gourmet food, [added: toys,] luggage, [removed: electronics,] pet accessories, [added: electronics,] jewelry and watches, and cookware.

The timing of the release of packaway inventory to our stores is principally driven by the product mix and seasonality of the [removed: merchandise,] [added: merchandise] and its relation to our store merchandise assortment plans.

At the end of fiscal [removed: 2024,] [added: 2025,] we had over 800 merchants for Ross and dd’s DISCOUNTS combined.

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

At dd’s DISCOUNTS, we sell [removed: more moderate brand name] merchandise that is priced 20% to 70% below most moderate department and discount store regular prices.

Our pricing is reflected on [removed: most of] our price 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.

We [added: generally] purchase our merchandise at lower prices and mark it up less than a department or specialty store.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we operated a total of [removed: 2,186] [added: 2,267] stores, comprised of [removed: 1,831] [added: 1,904] Ross stores and [removed: 355] [added: 363] 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 [removed: advertising,] [added: marketing,] distribution, field management, and other costs.

[removed: Our store’s sales] [added: The selling] area [added: in our stores] is based on a prototype single floor design with a racetrack aisle layout.

Among the factors which have enabled us to do this are: labor costs that are generally lower than full-price department and specialty stores, due to a store design that creates a self-service retail format and [removed: due to] the utilization of labor saving [added: processes and] 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.

We operate distribution processing facilities where we receive and [removed: ship] [added: process] all [removed: of our merchandise] [added: merchandise, which is shipped] to [added: regional cross-dock facilities located near] our stores.

[removed: These] [added: Our] distribution centers are large, highly automated, and built [removed: to suit] [added: for] our specific off-price business model.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we had approximately [removed: 107,000] [added: 111,000] total associates, which includes both full- and part-time associates in our stores, distribution centers, and buying and corporate offices.

We identify [removed: and enumerate] key competencies we believe are critical to our ability to execute our business model and deliver the values our customers expect.

| James G. Conroy | | | | | | [removed: 55] [added: 56] | | | | | | Chief Executive Officer | | |

| Michael J. Hartshorn | | | | | | [removed: 57] [added: 58] | | | | | | Group President, Chief Operating Officer | | |

| Karen Fleming | | | | | | [removed: 58] [added: 59] | | | | | | President, Chief Merchandising Officer – Ross Dress for Less | | |

| Karen Sykes | | | | | | [removed: 64] [added: 65] | | | | | | President, Chief Merchandising Officer – dd’s DISCOUNTS | | |

| Stephen Brinkley | | | | | | [removed: 52] [added: 53] | | | | | | President, Operations | | |

| [removed: Adam Orvos] [added: William W. Sheehan II] | | | | | | [removed: 60] [added: 57] | | | | | | Executive Vice President, Chief Financial Officer | | |

Mr. Conroy [removed: joined the Company in December 2024 as Chief Executive Officer – Elect and] has served as Chief Executive Officer since [removed: February 2025.][added: 2025 and a member of the Board of Directors since December 2024.]

Previously, he served as President and Chief Executive Officer of Boot Barn Holdings, Inc. from 2012 [removed: to] [added: until] November 2024.

[removed: Prior to] [added: Before] 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.

Mr. Hartshorn has served as Group President and Chief Operating Officer since 2019 and [removed: a] member of the Board of Directors since 2021.

Mr. [removed: Kobayashi] [added: Sheehan] has served as [added: Executive Vice] President and Chief [removed: Capability] [added: Financial] Officer since [removed: 2022.][added: October 2025.]

Ms. Fleming has served as President and Chief Merchandising [removed: Officer –] [added: Officer,] Ross Dress for Less since December [removed: 2024.][added: 2024 and held a similar role at dd’s DISCOUNTS earlier in that year.]

[removed: Prior] [added: From 2018] to [removed: this,] [added: 2022,] Ms. Fleming served as Group Senior Vice [removed: President of] [added: President,] Merchandising [removed: from 2018 to 2022] and [added: as] Senior Vice [removed: President of Merchandising] [added: President, Merchandising,] from 2015 to 2018.

[removed: Prior to that,] [added: Before this,] she held various merchandising positions since joining the Company in 1999.

Ms. Sykes has served as President and Chief Merchandising [removed: Officer –] [added: Officer,] dd’s DISCOUNTS since December 2024.

Previously, she served as Executive Vice [removed: President of] [added: President,] Merchandising at Ross Dress for Less since 2022.

From 2018 to 2022, Ms. Sykes served as Group Senior Vice [removed: President of Merchandising.][added: President, Merchandising, and as Senior Vice President, Merchandising from 2010 to 2018.]

We seek to provide our customers with a wide assortment of brand name merchandise that is on trend and fashionable at compelling discounts.

He joined the Company as Chief Executive Officer – Elect in December 2024.

Previously, he served as Group Senior Vice President, Finance and Deputy Chief Financial Officer since February 2025; Group Senior Vice President, Finance from 2021 to 2025; Senior Vice President, Finance from 2017 to 2021; Group Vice President, Finance and Treasurer from 2014 to 2017; and Group Vice President, Corporate Controller from 2011 to 2014.

He initially joined the Company in 2006 as Vice President, Corporate Controller.

Prior to joining Ross, Mr. Sheehan held several leadership roles at Lord & Taylor.

We seek to provide our customers with a wide assortment of first-quality, in-season, brand name and designer apparel, accessories, footwear, and home merchandise for the entire family at savings of 20% to 60% below department and specialty store regular prices every day at Ross, and 20% to 70% below moderate department and discount store regular prices at dd’s DISCOUNTS.

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

We generally leave the brand name label on the merchandise we sell.

In fiscal 2024, we continued our emphasis on this important sourcing strategy in response to compelling opportunities available in the marketplace.

As of February 1, 2025 and February 3, 2024, packaway accounted for approximately 41% and 40% of total inventories, respectively.

| Michael Balmuth | | | | | | 74 | | | | | | Executive Chairman | | |

| Michael Kobayashi | | | | | | 60 | | | | | | President, Chief Capability Officer | | |

Mr. Balmuth has served as Executive Chairman since September 2023 and also rejoined our Board of Directors at that time.

Prior to rejoining the Board in 2023, Mr. Balmuth had served on the Board from 1996 to 2021.

Previously, he served as Strategic Advisor of the Company from 2021 to 2023, Chairman of the Board and Senior Advisor from 2019 to 2021, and Executive Chairman from 2014 to 2019.

He was also Vice Chairman of the Board of Directors and Chief Executive Officer for 18 years from 1996 to 2014, during which time he also served as President from 2005 to 2009.

Prior to this, Mr. Balmuth was Executive Vice President, Merchandising from 1993 to 1996 and Senior Vice President and General Merchandise Manager from 1989 to 1993.

Before joining Ross, he was Senior Vice President and General Merchandising Manager at Bon Marché in Seattle from 1988 to 1989 and Executive Vice President and General Merchandising Manager for Karen Austin Petites from 1986 to 1988.

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

Prior to his current role, he served as President, Operations and Technology from 2019 to 2022; Group Executive Vice President, Supply Chain, Merchant Operations, and Technology from 2014 to 2019; and Executive Vice President, Supply Chain, Allocation, and Chief Information Officer from 2010 to 2014.

Previously, he was Group Senior Vice President, Supply Chain and Chief Information Officer from 2008 to 2010, and Senior Vice President and Chief Information Officer from 2004 to 2008.

Prior to joining Ross, Mr. Kobayashi was a Partner with Accenture, providing consulting services to clients in Accenture’s Retail & Consumer Goods practice.

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

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

Mr. Orvos has served as Executive Vice President and Chief Financial Officer since 2021.

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

Mr. Orvos joined Ross in 2021 as Group Senior Vice President, Supply Chain Administration.

Prior to joining Ross, Mr. Orvos served as Senior Vice President, Retail Finance and Global Financial Planning and Analysis at Lowe’s from 2019 to 2020; Chief Financial Officer and Chief Operating Officer at Neiman Marcus from 2018 to 2019; and Executive Vice President, Retail and then Chief Executive Officer at Total Wine & More from 2016 to 2017.

Mr. Orvos held several senior management positions at Belk Department Stores from 2006 to 2016, where he eventually became its Chief Financial Officer.

For almost 20 years prior to this, Mr. Orvos held various financial roles at The May Department Stores Company, including Chief Financial Officer of their Foley’s division.

Class/representative action litigation remains pending as of [removed: February 1, 2025.][added: January 31, 2026.]

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

| | | | | | | For the fiscal year ended [removed: February 01, 2025] [added: January 31, 2026] | | | | | |

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

| 5130 Hacienda Drive, Dublin, California | | | | | | [removed: 94568-7579] [added: 94568] | | | | | |

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

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

Large accelerated filer [removed: ý] [added: ☒] Accelerated filer [removed: o] [added: ☐] Non-accelerated filer [removed: o][added: ☐]

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

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of August [removed: 3, 2024] [added: 2, 2025] was [removed: $45,630,083,382,] [added: $43,685,150,538,] 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: 10, 2025] [added: 9, 2026] was [removed: 328,821,469.][added: 322,356,795.]

Portions of the Proxy Statement for the Registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which will be filed on or before June [removed: 2, 2025,] [added: 1, 2026,] are incorporated herein by reference into Part III.

| [Item [removed: 1.](#i988cb8de0b594ada9fdfc8ccfc3d061e_13)] [added: 1.](#idf8f044331c842c5b49cb1c10e7ce965_13)] | | | | | | [removed: [Business](#i988cb8de0b594ada9fdfc8ccfc3d061e_13)] [added: [Business](#idf8f044331c842c5b49cb1c10e7ce965_13)] | | | | | | [removed: [3](#i988cb8de0b594ada9fdfc8ccfc3d061e_13)] [added: [3](#idf8f044331c842c5b49cb1c10e7ce965_13)] | | |

| [Item [removed: 1A.](#i988cb8de0b594ada9fdfc8ccfc3d061e_16)] [added: 1A.](#idf8f044331c842c5b49cb1c10e7ce965_16)] | | | | | | [Risk [removed: Factors](#i988cb8de0b594ada9fdfc8ccfc3d061e_16)] [added: Factors](#idf8f044331c842c5b49cb1c10e7ce965_16)] | | | | | | [removed: [10](#i988cb8de0b594ada9fdfc8ccfc3d061e_16)] [added: [9](#idf8f044331c842c5b49cb1c10e7ce965_16)] | | |

| [Item [removed: 1B.](#i988cb8de0b594ada9fdfc8ccfc3d061e_19)] [added: 1B.](#idf8f044331c842c5b49cb1c10e7ce965_19)] | | | | | | [Unresolved Staff [removed: Comments](#i988cb8de0b594ada9fdfc8ccfc3d061e_19)] [added: Comments](#idf8f044331c842c5b49cb1c10e7ce965_19)] | | | | | | [removed: [17](#i988cb8de0b594ada9fdfc8ccfc3d061e_19)] [added: [17](#idf8f044331c842c5b49cb1c10e7ce965_19)] | | |

| [Item [removed: 1C.](#i988cb8de0b594ada9fdfc8ccfc3d061e_22)] [added: 1C.](#idf8f044331c842c5b49cb1c10e7ce965_22)] | | | | | | [removed: [Cybersecurity](#i988cb8de0b594ada9fdfc8ccfc3d061e_22)] [added: [Cybersecurity](#idf8f044331c842c5b49cb1c10e7ce965_22)] | | | | | | [removed: [18](#i988cb8de0b594ada9fdfc8ccfc3d061e_22)] [added: [17](#idf8f044331c842c5b49cb1c10e7ce965_22)] | | |

| [Item [removed: 2.](#i988cb8de0b594ada9fdfc8ccfc3d061e_25)] [added: 2.](#idf8f044331c842c5b49cb1c10e7ce965_25)] | | | | | | [removed: [Properties](#i988cb8de0b594ada9fdfc8ccfc3d061e_25)] [added: [Properties](#idf8f044331c842c5b49cb1c10e7ce965_25)] | | | | | | [removed: [19](#i988cb8de0b594ada9fdfc8ccfc3d061e_25)] [added: [19](#idf8f044331c842c5b49cb1c10e7ce965_25)] | | |

| [Item [removed: 3.](#i988cb8de0b594ada9fdfc8ccfc3d061e_28)] [added: 3.](#idf8f044331c842c5b49cb1c10e7ce965_28)] | | | | | | [Legal [removed: Proceedings](#i988cb8de0b594ada9fdfc8ccfc3d061e_28)] [added: Proceedings](#idf8f044331c842c5b49cb1c10e7ce965_28)] | | | | | | [removed: [21](#i988cb8de0b594ada9fdfc8ccfc3d061e_28)] [added: [21](#idf8f044331c842c5b49cb1c10e7ce965_28)] | | |

| [Item [removed: 4.](#i988cb8de0b594ada9fdfc8ccfc3d061e_31)] [added: 4.](#idf8f044331c842c5b49cb1c10e7ce965_31)] | | | | | | [Mine Safety [removed: Disclosures](#i988cb8de0b594ada9fdfc8ccfc3d061e_31)] [added: Disclosures](#idf8f044331c842c5b49cb1c10e7ce965_31)] | | | | | | [removed: [21](#i988cb8de0b594ada9fdfc8ccfc3d061e_31)] [added: [21](#idf8f044331c842c5b49cb1c10e7ce965_31)] | | |

| [Item [removed: 5.](#i988cb8de0b594ada9fdfc8ccfc3d061e_37)] [added: 5.](#idf8f044331c842c5b49cb1c10e7ce965_37)] | | | | | | [Market for [removed: Registrant](#i988cb8de0b594ada9fdfc8ccfc3d061e_37)’[s] [added: Registrant](#idf8f044331c842c5b49cb1c10e7ce965_37)’[s] Common Equity, Related Stockholder [removed: Matters](#i988cb8de0b594ada9fdfc8ccfc3d061e_37)[,](#i988cb8de0b594ada9fdfc8ccfc3d061e_37)] [added: Matters](#idf8f044331c842c5b49cb1c10e7ce965_37)] [and Issuer Purchases of Equity [removed: Securities](#i988cb8de0b594ada9fdfc8ccfc3d061e_37)] [added: Securities](#idf8f044331c842c5b49cb1c10e7ce965_37)] | | | | | | [removed: [22](#i988cb8de0b594ada9fdfc8ccfc3d061e_37)] [added: [22](#idf8f044331c842c5b49cb1c10e7ce965_37)] | | |

| [Item [removed: 6.](#i988cb8de0b594ada9fdfc8ccfc3d061e_40)] [added: 6.](#idf8f044331c842c5b49cb1c10e7ce965_40)] | | | | | | [removed: [Reserved](#i988cb8de0b594ada9fdfc8ccfc3d061e_40)] [added: [Reserved](#idf8f044331c842c5b49cb1c10e7ce965_40)] | | | | | | [removed: [25](#i988cb8de0b594ada9fdfc8ccfc3d061e_40)] [added: [24](#idf8f044331c842c5b49cb1c10e7ce965_40)] | | |

| [Item [removed: 7.](#i988cb8de0b594ada9fdfc8ccfc3d061e_43)] [added: 7.](#idf8f044331c842c5b49cb1c10e7ce965_43)] | | | | | | [removed: [Management](#i988cb8de0b594ada9fdfc8ccfc3d061e_43)’[s] [added: [Management](#idf8f044331c842c5b49cb1c10e7ce965_43)’[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i988cb8de0b594ada9fdfc8ccfc3d061e_43)] [added: Operations](#idf8f044331c842c5b49cb1c10e7ce965_43)] | | | | | | [removed: [25](#i988cb8de0b594ada9fdfc8ccfc3d061e_43)] [added: [24](#idf8f044331c842c5b49cb1c10e7ce965_43)] | | |

| [Item [removed: 7A.](#i988cb8de0b594ada9fdfc8ccfc3d061e_64)] [added: 7A.](#idf8f044331c842c5b49cb1c10e7ce965_64)] | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i988cb8de0b594ada9fdfc8ccfc3d061e_64)] [added: Risk](#idf8f044331c842c5b49cb1c10e7ce965_64)] | | | | | | [removed: [33](#i988cb8de0b594ada9fdfc8ccfc3d061e_64)] [added: [33](#idf8f044331c842c5b49cb1c10e7ce965_64)] | | |

| [Item [removed: 8.](#i988cb8de0b594ada9fdfc8ccfc3d061e_67)] [added: 8.](#idf8f044331c842c5b49cb1c10e7ce965_67)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i988cb8de0b594ada9fdfc8ccfc3d061e_67)] [added: Data](#idf8f044331c842c5b49cb1c10e7ce965_67)] | | | | | | [removed: [34](#i988cb8de0b594ada9fdfc8ccfc3d061e_67)] [added: [34](#idf8f044331c842c5b49cb1c10e7ce965_67)] | | |

| [Item [removed: 9.](#i988cb8de0b594ada9fdfc8ccfc3d061e_124)] [added: 9.](#idf8f044331c842c5b49cb1c10e7ce965_130)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i988cb8de0b594ada9fdfc8ccfc3d061e_124)] [added: Disclosure](#idf8f044331c842c5b49cb1c10e7ce965_130)] | | | | | | [removed: [56](#i988cb8de0b594ada9fdfc8ccfc3d061e_124)] [added: [57](#idf8f044331c842c5b49cb1c10e7ce965_130)] | | |

| [Item [removed: 9A.](#i988cb8de0b594ada9fdfc8ccfc3d061e_127)] [added: 9A.](#idf8f044331c842c5b49cb1c10e7ce965_133)] | | | | | | [Controls and [removed: Procedures](#i988cb8de0b594ada9fdfc8ccfc3d061e_127)] [added: Procedures](#idf8f044331c842c5b49cb1c10e7ce965_133)] | | | | | | [removed: [56](#i988cb8de0b594ada9fdfc8ccfc3d061e_127)] [added: [57](#idf8f044331c842c5b49cb1c10e7ce965_133)] | | |

| [Item [removed: 9B.](#i988cb8de0b594ada9fdfc8ccfc3d061e_130)] [added: 9B.](#idf8f044331c842c5b49cb1c10e7ce965_136)] | | | | | | [Other [removed: Information](#i988cb8de0b594ada9fdfc8ccfc3d061e_130)] [added: Information](#idf8f044331c842c5b49cb1c10e7ce965_136)] | | | | | | [removed: [57](#i988cb8de0b594ada9fdfc8ccfc3d061e_130)] [added: [58](#idf8f044331c842c5b49cb1c10e7ce965_136)] | | |

| [Item [removed: 9C](#i988cb8de0b594ada9fdfc8ccfc3d061e_133).] [added: 9C](#idf8f044331c842c5b49cb1c10e7ce965_139).] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i988cb8de0b594ada9fdfc8ccfc3d061e_133)] [added: Inspections](#idf8f044331c842c5b49cb1c10e7ce965_139)] | | | | | | [removed: [57](#i988cb8de0b594ada9fdfc8ccfc3d061e_133)] [added: [58](#idf8f044331c842c5b49cb1c10e7ce965_139)] | | |

| [Item [removed: 10.](#i988cb8de0b594ada9fdfc8ccfc3d061e_139)] [added: 10.](#idf8f044331c842c5b49cb1c10e7ce965_145)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i988cb8de0b594ada9fdfc8ccfc3d061e_139)] [added: Governance](#idf8f044331c842c5b49cb1c10e7ce965_145)] | | | | | | [removed: [57](#i988cb8de0b594ada9fdfc8ccfc3d061e_139)] [added: [58](#idf8f044331c842c5b49cb1c10e7ce965_145)] | | |

| [Item [removed: 11.](#i988cb8de0b594ada9fdfc8ccfc3d061e_142)] [added: 11.](#idf8f044331c842c5b49cb1c10e7ce965_148)] | | | | | | [Executive [removed: Compensation](#i988cb8de0b594ada9fdfc8ccfc3d061e_142)] [added: Compensation](#idf8f044331c842c5b49cb1c10e7ce965_148)] | | | | | | [removed: [57](#i988cb8de0b594ada9fdfc8ccfc3d061e_142)] [added: [58](#idf8f044331c842c5b49cb1c10e7ce965_148)] | | |

| [Item [removed: 12.](#i988cb8de0b594ada9fdfc8ccfc3d061e_145)] [added: 12.](#idf8f044331c842c5b49cb1c10e7ce965_151)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i988cb8de0b594ada9fdfc8ccfc3d061e_145)] [added: Matters](#idf8f044331c842c5b49cb1c10e7ce965_151)] | | | | | | [removed: [58](#i988cb8de0b594ada9fdfc8ccfc3d061e_145)] [added: [59](#idf8f044331c842c5b49cb1c10e7ce965_151)] | | |

| [Item [removed: 13.](#i988cb8de0b594ada9fdfc8ccfc3d061e_148)] [added: 13.](#idf8f044331c842c5b49cb1c10e7ce965_154)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i988cb8de0b594ada9fdfc8ccfc3d061e_148)] [added: Independence](#idf8f044331c842c5b49cb1c10e7ce965_154)] | | | | | | [removed: [58](#i988cb8de0b594ada9fdfc8ccfc3d061e_148)] [added: [59](#idf8f044331c842c5b49cb1c10e7ce965_154)] | | |

| [Item [removed: 14.](#i988cb8de0b594ada9fdfc8ccfc3d061e_151)] [added: 14.](#idf8f044331c842c5b49cb1c10e7ce965_157)] | | | | | | [Principal Accountant Fees and [removed: Services](#i988cb8de0b594ada9fdfc8ccfc3d061e_151)] [added: Services](#idf8f044331c842c5b49cb1c10e7ce965_157)] | | | | | | [removed: [58](#i988cb8de0b594ada9fdfc8ccfc3d061e_151)] [added: [59](#idf8f044331c842c5b49cb1c10e7ce965_157)] | | |

| [Item [removed: 15.](#i988cb8de0b594ada9fdfc8ccfc3d061e_157)] [added: 15.](#idf8f044331c842c5b49cb1c10e7ce965_163)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i988cb8de0b594ada9fdfc8ccfc3d061e_157)] [added: Schedules](#idf8f044331c842c5b49cb1c10e7ce965_163)] | | | | | | [removed: [59](#i988cb8de0b594ada9fdfc8ccfc3d061e_157)] [added: [60](#idf8f044331c842c5b49cb1c10e7ce965_163)] | | |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| [PART I](#idf8f044331c842c5b49cb1c10e7ce965_10) | | | | | | | | | | | | | | |

| [PART II](#idf8f044331c842c5b49cb1c10e7ce965_34) | | | | | | | | | | | | | | |

| [PART III](#idf8f044331c842c5b49cb1c10e7ce965_142) | | | | | | | | | | | | | | |

| [PART IV](#idf8f044331c842c5b49cb1c10e7ce965_160) | | | | | | | | | | | | | | |

| [Item 1](#idf8f044331c842c5b49cb1c10e7ce965_1663)[6](#idf8f044331c842c5b49cb1c10e7ce965_1663)[.](#idf8f044331c842c5b49cb1c10e7ce965_1663) | | | | | | [Form 10-K Summary](#idf8f044331c842c5b49cb1c10e7ce965_1663) | | | | | | [64](#idf8f044331c842c5b49cb1c10e7ce965_1663) | | |

| [SIGNATURES](#idf8f044331c842c5b49cb1c10e7ce965_166) | | | | | | | | | | | | [65](#idf8f044331c842c5b49cb1c10e7ce965_166) | | |

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

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

| [PART III](#i988cb8de0b594ada9fdfc8ccfc3d061e_136) | | | | | | | | | | | | | | |

| [PART IV](#i988cb8de0b594ada9fdfc8ccfc3d061e_154) | | | | | | | | | | | | | | |

| | | | | | | [Signatures](#i988cb8de0b594ada9fdfc8ccfc3d061e_160) | | | | | | [60](#i988cb8de0b594ada9fdfc8ccfc3d061e_160) | | |

| | | | | | | [Index to Exhibits](#i988cb8de0b594ada9fdfc8ccfc3d061e_163) | | | | | | [62](#i988cb8de0b594ada9fdfc8ccfc3d061e_163) | | |

Our cybersecurity program is led by our Information Technology [removed: (IT)] [added: (“IT”)] team.

The Audit Committee receives quarterly cybersecurity reports and engages directly with our management team, including our Chief Information Officer [removed: (CIO)] [added: (“CIO”)] and Chief Information Security Officer [removed: (CISO),] [added: (“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.

At [removed: February 1, 2025,] [added: January 31, 2026,] we operated a total of [removed: 2,186] [added: 2,267] stores, of which [removed: 1,831] [added: 1,904] were Ross stores in [removed: 43] [added: 44] states, the District of Columbia, [removed: and] Guam, and [removed: 355] [added: Puerto Rico, and 363] were dd’s DISCOUNTS stores in 22 states.

The following table summarizes the locations of our stores by state/territory as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024.][added: 1, 2025.]

| State/Territory | | | | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | |

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

| Arizona | | | | | | [removed: 91] [added: 96] | | | | | | [removed: 89] [added: 91] | | |

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

| California | | | | | | [removed: 476] [added: 491] | | | | | | [removed: 463] [added: 476] | | |

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

| Florida | | | | | | [removed: 248] [added: 253] | | | | | | [removed: 244] [added: 248] | | |

| Georgia | | | | | | [removed: 70] [added: 74] | | | | | | 70 | | |

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

| Idaho | | | | | | [removed: 12] [added: 13] | | | | | | 12 | | |

| Illinois | | | | | | [removed: 104] [added: 107] | | | | | | [removed: 102] [added: 104] | | |

| Indiana | | | | | | [removed: 36] [added: 37] | | | | | | [removed: 33] [added: 36] | | |

| Iowa | | | | | | [removed: 9] [added: 10] | | | | | | 9 | | |

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

| Maryland | | | | | | [removed: 35] [added: 38] | | | | | | [removed: 32] [added: 35] | | |

| Michigan | | | | | | [removed: 16] [added: 23] | | | | | | [removed: 8] [added: 16] | | |

| Minnesota | | | | | | [removed: 4] [added: 7] | | | | | | [removed: 1] [added: 4] | | |

| Mississippi | | | | | | [removed: 12] [added: 13] | | | | | | 12 | | |

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

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

| Nevada | | | | | | [removed: 43] [added: 44] | | | | | | 43 | | |

| New Jersey | | | | | | [removed: 22] [added: 27] | | | | | | [removed: 21] [added: 22] | | |

| New Mexico | | | | | | [removed: 23] [added: 24] | | | | | | [removed: 22] [added: 23] | | |

| New York | | | | | | [removed: 7] [added: 12] | | | | | | [removed: 4] [added: 7] | | |

| North Carolina | | | | | | [removed: 56] [added: 57] | | | | | | [removed: 53] [added: 56] | | |

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

| Ohio | | | | | | [removed: 27] [added: 29] | | | | | | [removed: 25] [added: 27] | | |

| Oklahoma | | | | | | [removed: 31] [added: 32] | | | | | | [removed: 30] [added: 31] | | |

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

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

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

| Tennessee | | | | | | [removed: 45] [added: 46] | | | | | | 45 | | |

| Texas | | | | | | [removed: 312] [added: 321] | | | | | | [removed: 304] [added: 312] | | |

| Utah | | | | | | [removed: 27] [added: 28] | | | | | | 27 | | |

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

| Washington | | | | | | [removed: 48] [added: 49] | | | | | | 48 | | |

| Wisconsin | | | | | | [removed: 29] [added: 31] | | | | | | [removed: 28] [added: 29] | | |

| Wyoming | | | | | | 4 | | | | | | [removed: 3] [added: 4] | | |

| Connecticut | | | | | | 1 | | | | | | — | | |

| Puerto Rico | | | | | | 3 | | | | | | — | | |

| | | | Buckeye, Arizona | | | | | | 1 | | | | | | 1.7 | | | | | | — | | | | | |

| | | | Moreno Valley, California | | | | | | 3 | | | | | | 1.3 | | | | | | 1.9 | | | | | |

| | | | Shafter, California | | | | | | 3 | | | | | | 1.7 | | | | | | 1.4 | | | | | |

| | | | Randleman, North Carolina1 | | | | | | 1 | | | | | | 1.8 | | | | | | — | | | | | |

| | | | Carlisle, Pennsylvania | | | | | | 4 | | | | | | 0.5 | | | | | | 0.6 | | | | | |

| | | | New York City, New York3 | | | | | | 1 | | | | | | 0.6 | | | | | | — | | | | | |

| | | | 2 We also operate a smaller buying office located in Boston, Massachusetts. | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Buckeye, Arizona1 | | | | | | 1 | | | | | | 1,700,000 | | | | | | — | | | | | |

| | | | Moreno Valley, California | | | | | | 3 | | | | | | 1,300,000 | | | | | | 1,850,000 | | | | | |

| | | | Shafter, California | | | | | | 3 | | | | | | 1,700,000 | | | | | | 1,353,000 | | | | | |

| | | | Statesville, North Carolina | | | | | | 1 | | | | | | — | | | | | | 640,000 | | | | | |

| | | | Carlisle, Pennsylvania | | | | | | 4 | | | | | | 465,000 | | | | | | 604,000 | | | | | |

| | | | Boston, Massachusetts | | | | | | 1 | | | | | | — | | | | | | 5,000 | | | | | |

| | | | New York City, New York2 | | | | | | 1 | | | | | | 572,000 | | | | | | — | | | | | |

There were [removed: 1,146] [added: 1,111] stockholders of record as of March [removed: 10, 2025,] [added: 9, 2026,] and the closing stock price on that date was [removed: $132.12] [added: $212.15] per share.

Cash dividends. On March [removed: 4, 2025,] [added: 3, 2026,] our Board of Directors declared a quarterly cash dividend of [removed: $0.4050] [added: $0.4450] per common share, payable on March 31, [removed: 2025.][added: 2026.]

Our Board of Directors declared a cash dividend of [removed: $0.3350] [added: $0.4050] per common share in [removed: February,] [added: March,] May, August, and November [removed: 2023.][added: 2025.]

Issuer purchases of equity securities. Information regarding shares of common stock we repurchased during the fourth quarter of fiscal [removed: 2024] [added: 2025] is as follows:

| 1 We did not acquire shares of treasury stock during the quarter ended [removed: February 1, 2025.] [added: January 31, 2026.] Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. | | |

In March [removed: 2024,] [added: 2026,] our Board of Directors approved a [added: new,] two-year program to repurchase up to [removed: $2.1] [added: $2.55] billion of the Company’s common stock through January [removed: 31, 2026.][added: 29, 2028.]

This program [removed: followed] [added: follows] the [removed: previous] [added: previously completed] two-year [removed: $1.9] [added: $2.1] billion stock repurchase program, effective [removed: at the end of] [added: through] fiscal [removed: 2023.][added: 2025.]

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Ross Stores, Inc. | | | | | | 100 | | | | | | [removed: 100] [added: 87] | | | | | | [removed: 87] [added: 110] | | | | | | [removed: 109] [added: 134] | | | | | | [removed: 133] [added: 141] | | | | | | [removed: 141] [added: 179] | | |

| | | | (11/02/2025 - 11/29/2025) | | | | | | 396,793 | | | | | | $ | 165.39 | | | | | 396,793 | | | | | | $ | 196,880 | | | | | | | |

| | | | (11/30/2025 - 01/03/2026) | | | | | | 597,318 | | | | | | 180.49 | | | | | | 597,318 | | | | | | 89,060 | | | | | | | | |

| | | | (01/04/2026 - 01/31/2026) | | | | | | 470,635 | | | | | | 189.24 | | | | | | 470,635 | | | | | | — | | | | | | | | |

| | | | Total | | | | | | 1,464,746 | | | | | | $ | 179.21 | | | | | 1,464,746 | | | | | | $ | — | | | | | | | |

| S&P 500 Index | | | | | | 100 | | | | | | 123 | | | | | | 113 | | | | | | 137 | | | | | | 173 | | | | | | 201 | | |

| Dow Jones Apparel Retailers | | | | | | 100 | | | | | | 111 | | | | | | 121 | | | | | | 135 | | | | | | 173 | | | | | | 209 | | |

| | | | (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 | | | | | | | | |

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

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

| ($000, except per share data) | | | | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| Sales | | | | | | $ | [removed: 21,129,219] [added: 22,750,559] | | | | | $ | [removed: 20,376,941] [added: 21,129,219] | | | | | $ | [removed: 18,695,829] [added: 20,376,941] | |

| Cost of goods sold | | | | | | [removed: 15,260,506] [added: 16,447,256] | | | | | | [removed: 14,801,601] [added: 15,260,506] | | | | | | [removed: 13,946,230] [added: 14,801,601] | | |

| Selling, general and administrative | | | | | | [removed: 3,283,127] [added: 3,595,946] | | | | | | [removed: 3,267,677] [added: 3,283,127] | | | | | | [removed: 2,759,268] [added: 3,267,677] | | |

| Operating income | | | | | | [removed: 2,585,586] [added: 2,707,357] | | | | | | [removed: 2,307,663] [added: 2,585,586] | | | | | | [removed: 1,990,331] [added: 2,307,663] | | |

| Interest [removed: (income) expense,] [added: income,] net | | | | | | [removed: (171,568)] [added: (134,800)] | | | | | | [removed: (164,118)] [added: (171,568)] | | | | | | [removed: 2,842] [added: (164,118)] | | |

| Earnings before taxes | | | | | | [removed: 2,757,154] [added: 2,842,157] | | | | | | [removed: 2,471,781] [added: 2,757,154] | | | | | | [removed: 1,987,489] [added: 2,471,781] | | |

| Provision for taxes on earnings | | | | | | [removed: 666,424] [added: 697,113] | | | | | | [removed: 597,261] [added: 666,424] | | | | | | [removed: 475,448] [added: 597,261] | | |

| Net earnings | | | | | | $ | [removed: 2,090,730] [added: 2,145,044] | | | | | $ | [removed: 1,874,520] [added: 2,090,730] | | | | | $ | [removed: 1,512,041] [added: 1,874,520] | |

| Basic | | | | | | $ | [removed: 6.36] [added: 6.66] | | | | | $ | [removed: 5.59] [added: 6.36] | | | | | $ | [removed: 4.40] [added: 5.59] | |

| Diluted | | | | | | $ | [removed: 6.32] [added: 6.61] | | | | | $ | [removed: 5.56] [added: 6.32] | | | | | $ | [removed: 4.38] [added: 5.56] | |

| Basic | | | | | | [removed: 328,593] [added: 322,220] | | | | | | [removed: 335,187] [added: 328,593] | | | | | | [removed: 343,452] [added: 335,187] | | |

| Diluted | | | | | | [removed: 330,984] [added: 324,416] | | | | | | [removed: 337,433] [added: 330,984] | | | | | | [removed: 345,222] [added: 337,433] | | |

| ($000) | | | | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| Comprehensive income | | | | | | $ | [removed: 2,090,730] [added: 2,145,044] | | | | | $ | [removed: 1,874,520] [added: 2,090,730] | | | | | $ | [removed: 1,512,041] [added: 1,874,520] | |

| ($000, except share data) | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | |

| Cash and cash equivalents | | | [added: | | |] $ | [removed: 4,730,744] [added: 4,594,392] | | | | | $ | [removed: 4,872,446] [added: 4,730,744] | | | | | [added: $ | 4,872,446 | |]

| Accounts receivable | | | [removed: 144,482] [added: 181,301] | | | | | | [removed: 130,766] [added: 144,482] | | | | | |

| Merchandise inventory | | | [removed: 2,444,513] [added: 2,630,970] | | | | | | [removed: 2,192,220] [added: 2,444,513] | | | | | |

| Prepaid expenses and other | | | [removed: 218,957] [added: 233,434] | | | | | | [removed: 202,706] [added: 218,957] | | | | | |

| Total current assets | | | [removed: 7,538,696] [added: 7,640,097] | | | | | | [removed: 7,398,138] [added: 7,538,696] | | | | | |

| Land and buildings | | | [removed: 1,493,496] [added: 1,836,167] | | | | | | [removed: 1,486,557] [added: 1,493,496] | | | | | |

| Fixtures and equipment | | | [removed: 4,521,044] [added: 5,056,827] | | | | | | [removed: 4,220,221] [added: 4,521,044] | | | | | |

| Leasehold improvements | | | [removed: 1,701,340] [added: 1,861,160] | | | | | | [removed: 1,577,102] [added: 1,701,340] | | | | | |

| Construction-in-progress | | | [removed: 807,256] [added: 477,290] | | | | | | [removed: 628,730] [added: 807,256] | | | | | |

| Less accumulated depreciation and amortization | | | [removed: 4,730,733] [added: 5,142,684] | | | | | | [removed: 4,380,709] [added: 4,730,733] | | | | | |

| Property and equipment, net | | | [removed: 3,792,403] [added: 4,088,760] | | | | | | [removed: 3,531,901] [added: 3,792,403] | | | | | |

| Operating lease assets | | | [removed: 3,294,858] [added: 3,519,610] | | | | | | [removed: 3,126,841] [added: 3,294,858] | | | | | |

| Other long-term assets | | | [removed: 279,375] [added: 300,270] | | | | | | [removed: 243,229] [added: 279,375] | | | | | |

| Total assets | | | $ | [removed: 14,905,332] [added: 15,548,737] | | | | | $ | [removed: 14,300,109] [added: 14,905,332] | | | | |

| Accounts payable | | | $ | [removed: 2,126,317] [added: 2,386,418] | | | | | $ | [removed: 1,955,850] [added: 2,126,317] | | | | |

| Accrued expenses and other | | | [removed: 626,490] [added: 666,978] | | | | | | [removed: 671,867] [added: 626,490] | | | | | |

| Current operating lease liabilities | | | [removed: 703,337] [added: 727,855] | | | | | | [removed: 683,625] [added: 703,337] | | | | | |

| Accrued payroll and benefits | | | [removed: 462,284] [added: 484,407] | | | | | | [removed: 548,371] [added: 462,284] | | | | | |

| Income taxes payable | | | [removed: 43,666] [added: 61,779] | | | | | | [removed: 76,370] [added: 43,666] | | | | | |

| Current portion of long-term debt | | | [removed: 699,731] [added: 499,743] | | | | | | [removed: 249,713] [added: 699,731] | | | | | |

| Total current liabilities | | | [removed: 4,661,825] [added: 4,827,180] | | | | | | [removed: 4,185,796] [added: 4,661,825] | | | | | |

| Long-term debt | | | [removed: 1,515,080] [added: 1,017,863] | | | | | | [removed: 2,211,017] [added: 1,515,080] | | | | | |

| Non-current operating lease liabilities | | | [removed: 2,764,281] [added: 2,966,877] | | | | | | [removed: 2,603,349] [added: 2,764,281] | | | | | |

| Other long-term liabilities | | | [removed: 267,911] [added: 287,947] | | | | | | [removed: 232,383] [added: 267,911] | | | | | |

| Net earnings | | | | | | $ | 2,145,044 | | | | | $ | 2,090,730 | | | | | $ | 1,874,520 | |

| | | | 9,231,444 | | | | | | 8,523,136 | | | | | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,145,044 | | | | | | 2,145,044 | | |

| Common stock repurchased, inclusive of excise tax | | | | | | (7,114) | | | | | | (71) | | | | | | (40,434) | | | | | | — | | | | | | | | | | | | (1,019,012) | | | | | | (1,059,517) | | |

| Balance at January 31, 2026 | | | | | | 322,333 | | | | | | $ | 3,223 | | | | | $ | 2,257,354 | | | | | $ | (799,288) | | | | | | | | | | | $ | 4,726,154 | | | | | $ | 6,187,443 | |

| ($000) | | | | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | February 3, 2024 | | |

| Net earnings | | | | | | $ | 2,145,044 | | | | | $ | 2,090,730 | | | | | $ | 1,874,520 | |

| Depreciation and amortization expense | | | $ | 509,391 | | | | | $ | 446,788 | | | | | $ | 419,432 | |

| ($000) | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

| ($000) | | | | | | 2025 | | | | | | 2024 | | |

| ($000) | | | | | | 2025 | | | | | | 2024 | | |

| Deferred compensation (Note G) | | | | | | $ | 218,654 | | | | | $ | 196,786 | |

The liability recorded for refunds due to customers was $25.2 million, $24.1 million, and $23.7 million as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively.

| Shares | | | | | | 322,220 | | | | | | 2,196 | | | | | | 324,416 | | |

| Amount | | | | | | $ | 6.66 | | | | | $ | (0.05) | | | | | $ | 6.61 | |

The fair values of Cash and cash equivalents, and restricted cash and cash equivalents as of January 31, 2026 and February 1, 2025 are as follows:

| ($000) | | | | | | | | | | | | 2025 | | | | | | 2024 | | |

As of January 31, 2026, the underlying assets consisted of participant-directed mutual funds (Level 1) and fixed-income securities (Level 2).

The fixed-income securities are measured at contract value, which represents the amount available to participants upon withdrawal and are classified as Level 2.

As of February 1, 2025, the underlying assets primarily consisted of participant-directed mutual funds that had quoted market prices in active markets and were classified as Level 1.

| ($000) | | | 2025 | | | | | | 2024 | | |

| Mutual funds (Level 1) | | | $ | 181,532 | | | | | $ | 196,786 | |

| Fixed-income securities (Level 2) | | | 37,122 | | | | | | — | | |

| Total | | | $ | 218,654 | | | | | $ | 196,786 | |

| Awarded | | | | | | 1,222 | | | | | | 139.63 | | |

| Released | | | | | | (1,406) | | | | | | 113.65 | | |

| Forfeited | | | | | | (159) | | | | | | 120.05 | | |

| Unvested at January 31, 2026 | | | | | | 3,814 | | | | | | $ | 125.38 | |

| Total | | | $ | 175,354 | | | | | $ | 156,298 | | | | | $ | 145,490 | |

| ($000) | | | | | | 2025 | | | | | | 2024 | | |

| 2030 | | | | | | | | | $ | 133,933 | |

| Thereafter | | | | | | | | | $ | 649,272 | |

Revolving credit facilities. In June 2025, the Company entered into a $1.3 billion senior unsecured revolving credit facility (the “2025 Credit Facility”), which replaced its previous $1.3 billion unsecured credit facility.

| 2026 | | | $ | 807,211 | |

| 2027 | | | 846,485 | | |

| 2028 | | | 719,092 | | |

| 2029 | | | 542,631 | | |

| 2030 | | | 397,727 | | |

| Thereafter | | | 1,694,931 | | |

| Less: interest | | | 1,313,345 | | |

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

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

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

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

| Balance at January 29, 2022 | | | | | | 351,720 | | | | | | $ | 3,517 | | | | | $ | 1,717,530 | | | | | $ | (535,895) | | | | | | | | | | | $ | 2,874,898 | | | | | $ | 4,060,050 | |

| Net earnings | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,512,041 | | | | | | 1,512,041 | | |

| Common stock repurchased | | | | | | (10,310) | | | | | | (103) | | | | | | (43,905) | | | | | | — | | | | | | | | | | | | (905,988) | | | | | | (949,996) | | |

| 2022 | | | | | | | | | | | | | | | | | | | | |

| Shares | | | | | | 343,452 | | | | | | 1,770 | | | | | | 345,222 | | |

| Amount | | | | | | $ | 4.40 | | | | | $ | (0.02) | | | | | $ | 4.38 | |

In September 2022, the FASB issued ASU 2022-04, *Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*, to enhance transparency about an entity’s use of supplier finance programs.

The ASU requires enhanced and additional disclosures about the key terms of supplier finance programs including a description of where in the financial statements any related amounts are presented.

The Company adopted ASU 2022-04 in the first quarter of fiscal 2023 on a retrospective basis, and the rollforward requirements for the fiscal year ended February 1, 2025 on a prospective basis.

The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740)*: *Improvements to Income Tax Disclosures*.

The new guidance is effective for annual reporting periods beginning after December 15, 2024, with retrospective application permitted.

Corporate and U.S. government and agency securities are classified within Level 1 because these securities are valued using quoted market prices.

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

| Nonqualified deferred compensation program (Level 1) | | | $ | 196,786 | | | | | $ | 165,582 | |

| Unvested at February 3, 2024 | | | | | | 4,395 | | | | | | $ | 104.52 | |

| Awarded | | | | | | 1,214 | | | | | | 148.08 | | |

| Released | | | | | | (1,307) | | | | | | 104.80 | | |

| Forfeited | | | | | | (145) | | | | | | 108.39 | | |

| 3.375% Senior Notes due 2024 | | | | | | $ | — | | | | | $ | 249,713 | |

| 2025 | | | | | | | | | $ | 700,000 | |

| Thereafter | | | | | | | | | $ | 783,205 | |

| 2025 | | | $ | 766,071 | |

| 2026 | | | 774,352 | | |

| 2027 | | | 663,938 | | |

| 2028 | | | 536,465 | | |

| 2029 | | | 362,872 | | |

| Thereafter | | | 1,624,793 | | |

| Less: interest | | | 1,260,873 | | |

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

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

It is reasonably possible that certain federal and state tax matters may be concluded or statutes of limitations may lapse during the next twelve months.

Accordingly, the total amount of unrecognized tax benefits may decrease by up to $7.7 million.

In December 2021, the Organization for Economic Co-operation and Development released Pillar Two Model Rules (“Pillar Two”), which provide for a global minimum tax of 15% on multinational entities.

Although the United States has not yet adopted Pillar Two, several countries enacted Pillar Two with an initial effective date of January 1, 2024.

The impact of Pillar Two on the Company’s effective tax rate was not material for fiscal 2024.

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 [removed: February 1, 2025.][added: January 31, 2026.]

Our internal control over financial reporting as of [removed: February 1, 2025] [added: January 31, 2026] 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 March [removed: 31, 2025,] [added: 30, 2026,] 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: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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: 21, 2025] [added: 20, 2026] (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.

Equity compensation plan information. The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of [removed: February 1, 2025:][added: January 31, 2026:]

| approved by security holders | | | | | | [removed: 495] [added: 508] | | | | | | — | | | | | | [removed: 10,744] [added: 10,098] | | | 1 | | |

| 1 Includes [removed: 3.4] [added: 3.3] million shares reserved for issuance under the Employee Stock Purchase Plan and [removed: 7.3] [added: 6.8] million shares reserved for issuance under the 2017 Equity Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | 508 | | | | | | — | | | | | | 10,098 | | | | | |

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

Consolidated Statements of Earnings for the years ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023.][added: 2024.]

Consolidated Statements of Comprehensive Income for the years ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023.][added: 2024.]

Consolidated Balance Sheets at [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024.][added: 1, 2025.]

Consolidated Statements of Stockholders’ Equity for the years ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023.][added: 2024.]

Consolidated Statements of Cash Flows for the years ended [added: January 31, 2026,] February 1, 2025, [added: and] February 3, [removed: 2024, and January 28, 2023.][added: 2024.]

[removed: INDEX TO EXHIBITS][added: EXHIBITS]

| 4.4 | | | [Form of [removed: 4.600%] [added: 4.700%] Senior Notes Due [removed: 2025,] [added: 2027,] included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm).] | | |

| 4.5 | | | [Form of [removed: 4.700%] [added: 4.800%] Senior Notes Due [removed: 2027,] [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, [removed: 2020](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm).] [added: 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000038/exhibit42.htm)] | | |

| 4.6 | | | [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) | | |

| [removed: 4.7] [added: 4.8] | | | [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)] | | |

| [removed: 4.8] [added: 4.7] | | | [Officers’ Certificate, dated as of October 21, 2020 establishing the aggregate amounts, terms and 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) | | |

| 4.9 | | | [Form of the [removed: 0.875%] [added: 1.875%] Senior Notes Due [removed: 2026,] [added: 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) | | |

| [removed: 4.10] [added: 10.5] | | | [removed: [Form of the 1.875% Senior Notes Due 2031, included in and incorporated] [added: [Amended Ross Stores, Inc. 2017 Equity Incentive Plan,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm) [incorporated] by reference to Exhibit [removed: 4.2] [added: 10.3] to the Form [removed: 8-K] [added: 10-Q] filed by Ross Stores, Inc. [removed: on] [added: for its quarter ended] October [removed: 22, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000087/exhibit42oct.htm)] [added: 31, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm)] | | |

| 10.1 | | | [Credit Agreement dated [removed: February 17, 2022,] [added: June 27, 2025,] among Ross Stores, Inc., various lenders and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: April 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/rossstores-creditagreement.htm)] [added: August 2, 2025.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/bankofamerica_rossstoresx2.htm)] | | |

| [removed: 10.5] [added: 10.6] | | | [removed: [Ross Stores, Inc. 2017 Equity Incentive Plan,] [added: [Form of Restricted Stock Agreement,] incorporated by reference to Exhibit [removed: 99] [added: 10.1] to the [removed: Registration Statement on] Form [removed: S-8] [added: 10-Q] filed by Ross Stores, Inc. [removed: on] [added: for its quarter ended] May [removed: 17, 2017 (Registration No. 333-218052).](https://www.sec.gov/Archives/edgar/data/745732/000074573217000017/exhibit99rossstoresinc2017.htm)] [added: 5, 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit101formofrestricted.htm)] | | |

| [removed: 10.6] [added: 10.21] | | | [removed: [Amended] [added: [Eighth Amendment to the Employment Agreement effective September 24, 2020 between Michael Balmuth and] Ross Stores, [removed: Inc. 2017 Equity Incentive Plan,](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm) [incorporated] [added: Inc., incorporated] by reference to Exhibit [removed: 10.3] [added: 10.5] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/rossstores-2017equityi.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000093/balmuth-20208thamendto.htm)] | | |

| 10.7 | | | [Form of Restricted Stock [removed: Agreement,] [added: Agreement for Nonemployee Director,] incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 29, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit104formofrestricted.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit105formofrestricted.htm)] | | |

| 10.8 | | | [Form of [removed: Restricted Stock] [added: Performance Shares Grant] Agreement, incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit101formofrestricted.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit102formofperformanc.htm)] | | |

| [removed: 10.9] [added: 10.11] | | | [Form of [removed: Restricted Stock] [added: Executive Employment] Agreement for [removed: Nonemployee Director,] [added: Executive Officers (CA),] incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: July] [added: April] 29, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000030/exhibit105formofrestricted.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)] | | |

| [removed: 10.10] [added: 10.14] | | | [Form of [removed: Performance Shares Grant Agreement,] [added: Executive Employment Agreement for Executive Officers (NON-CA),] incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000019/exhibit102formofperformanc.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000035/nytemplate.htm)] | | |

| [removed: 10.11] [added: 10.9] | | | [Ross Stores, [removed: Inc. Notice] [added: Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm) [Form of](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm) [Notice] of Grant of Performance [removed: Shares,] [added: Shares and Form of Performance Share Agreement pursuant to the Ross Stores, Inc. 2017 Equity Incentive Plan.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm)[,] incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm)[2](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm) [to] the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended July 31, 2021.](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000052/a6242021fy21psagrantnotice.htm)] [added: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm) [August 2, 2025](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm)[.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000052/formofperfsharesgrantagree.htm)] | | |

| [removed: 10.12] [added: 10.10] | | | [Form of Notice of Grant of Restricted Stock Units and Form of Restricted Stock Units Agreement (For Non-employee Directors) pursuant to the Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 3, 2024.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000050/directorrsusforfinanceq2ex.htm) | | |

| 10.13 | | | [Form of Executive Employment Agreement for Executive Officers (CA), incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May [removed: 2, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/executivecontract-ca.htm)] [added: 5, 2024.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000035/a2024templatecaexecutiveem.htm)] | | |

| [removed: 10.14] [added: 10.16] | | | [Form of Executive Employment Agreement for Executive Officers (NON-CA), incorporated by reference to Exhibit [removed: 10.5] [added: 10.2] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May [removed: 2, 2020.](https://www.sec.gov/Archives/edgar/data/745732/000074573220000055/executivecontract-nonx.htm)] [added: 3, 2025.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000031/a2025templatenyexecutiveem.htm)] | | |

| 10.15 | | | [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 May [removed: 1, 2021.](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000041/executivecontract2021templ.htm)] [added: 3, 2025.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000031/a2025templatecaexecutiveem.htm)] | | |

| [removed: 10.16] [added: 10.12] | | | [Form of Executive Employment Agreement for Executive Officers (NON-CA), incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: May 1, 2021.](https://www.sec.gov/Archives/edgar/data/0000745732/000074573221000041/a2021template-nonxca.htm)] [added: April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm)] | | |

| 10.17 | | | [removed: [Form of Executive Employment] [added: [Employment] Agreement [removed: for Executive Officers (CA),] [added: 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 [removed: April 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatecaexecutiveem.htm)] [added: October 27, 2012.](https://www.sec.gov/Archives/edgar/data/745732/000144530512003795/exhibit101balmuth-2012empl.htm)] | | |

| [removed: 10.18] [added: 10.19] | | | [removed: [Form of Executive] [added: [Fourth Amendment to the] Employment Agreement [removed: for Executive Officers (NON-CA),] [added: effective April 15, 2017 between Michael Balmuth and Ross Stores, Inc.,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April [removed: 30, 2022.](https://www.sec.gov/Archives/edgar/data/745732/000074573222000040/a2022templatenyexecutiveem.htm)] [added: 29, 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000026/exhibit104fourthamendmentt.htm)] | | |

| [removed: 10.19] [added: 10.20] | | | [removed: [Form of Executive] [added: [Fifth Amendment to the] Employment Agreement [removed: for Executive Officers (CA),] [added: 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 [removed: April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatecaexecutiveem.htm)] [added: August 4, 2018.](https://www.sec.gov/Archives/edgar/data/745732/000074573218000024/exhibit101fifthamendmentto.htm)] | | |

| [removed: 10.20] [added: 10.22] | | | [removed: [Form of Executive] [added: [Ninth Amendment to] Employment Agreement [removed: for Executive Officers (NON-CA),] [added: effective May 2, 2022 between Michael Balmuth and Ross Stores, Inc.,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended [removed: April 29, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000040/a2023templatenyexecutiveem.htm)] [added: October 28, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-20229thamendtoempl.htm)] | | |

| [removed: 10.21] [added: 10.29] | | | [removed: [Form of Executive Employment] [added: [Employment] Agreement [removed: for Executive Officers (CA),] [added: effective March 16, 2025 between Michael Hartshorn and Ross Stores, Inc.,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May [removed: 5, 2024.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000035/a2024templatecaexecutiveem.htm)] [added: 3, 2025.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000031/hartshornmichael-employmen.htm)] | | |

| [removed: 10.22] [added: 10.30] | | | [removed: [Form of Executive Employment] [added: [Executive](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm) [Employment] Agreement [removed: for Executive Officers (NON-CA),] [added: effective](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm) [October 1](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm)[, 2025 between](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm) [William W. Sh](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm)[eehan II](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm) [and Ross Stores, Inc.,] incorporated by reference to Exhibit [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm)[1](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm) [to] the Form 10-Q filed by Ross Stores, Inc. for its quarter [removed: ended May 5, 2024.](https://www.sec.gov/Archives/edgar/data/745732/000074573224000035/nytemplate.htm)] [added: ended](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm) [November 1](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm)[, 2025.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000061/sheehanwilliam-contractaug.htm)] | | |

| 10.23 | | | [removed: [Employment] [added: [Tenth Amendment to Employment] Agreement effective [removed: June 1, 2012] [added: August 29, 2023] between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October [removed: 27, 2012.](https://www.sec.gov/Archives/edgar/data/745732/000144530512003795/exhibit101balmuth-2012empl.htm)] [added: 28, 2023.](https://www.sec.gov/Archives/edgar/data/745732/000074573223000072/balmuth-202310thamendtoemp.htm)] | | |

| [removed: 10.24] [added: 10.18] | | | [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) | | |

| 10.25 | | | [removed: [Fourth] [added: [First] Amendment to [removed: the] Employment Agreement effective [removed: April 15, 2017] [added: February 27, 2025] between [removed: Michael Balmuth] [added: James G. Conroy] and Ross Stores, [removed: Inc., incorporated] [added: Inc.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm)[, incor](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm)[porated] by reference to Exhibit [removed: 10.4 to] [added: 10.3](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm)[3](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm) [to] the Form [removed: 10-Q] [added: 10-K] filed by Ross Stores, Inc. for [removed: its quarter] [added: its](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm) [fiscal](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm) [year] ended [removed: April 29, 2017.](https://www.sec.gov/Archives/edgar/data/745732/000074573217000026/exhibit104fourthamendmentt.htm)] [added: February 1, 2025.](https://www.sec.gov/Archives/edgar/data/745732/000074573225000010/conroyjames-2025amendtoemp.htm)] | | |