(a) The following consolidated financial statements, schedules, and exhibits are filed as part of this report or are incorporated herein as indicated:
- List of Consolidated Financial Statements.
The following consolidated financial statements are included herein under Item 8:
Consolidated Statements of Earnings for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.
Consolidated Statements of Comprehensive Income for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.
Consolidated Balance Sheets at January 31, 2026 and February 1, 2025.
Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.
Consolidated Statements of Cash Flows for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34).
- List of Consolidated Financial Statement Schedules.
Schedules are omitted because they are not required, not applicable, or such information is included in the consolidated financial statements or notes thereto which are included in this Report.
- List of Exhibits (in accordance with Item 601 of Regulation S-K).
The following is the list of Exhibits required to be filed with this Report.
EXHIBITS
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| Exhibit | | | | | |
| Number | | | Exhibit | | |
| 3.1 | | | Certificate of Incorporation of Ross Stores, Inc. as amended (Corrected First Restated Certificate of Incorporation, dated March 17, 1999, together with amendments thereto through Amendment of Certificate of Incorporation dated May 29, 2015) incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2015. | | |
| 3.2 | | | Amended and Restated Bylaws of Ross Stores, Inc. (as amended March 8, 2023) incorporated by reference to Exhibit 3.2 to the Form 8-K filed by Ross Stores, Inc. on March 14, 2023. | | |
| 4.1 | | | Description of Common Stock of Ross Stores, Inc., incorporated by reference to Exhibit 4.5 to the Form 10-K filed by Ross Stores, Inc. for its year ended February 1, 2020. | | |
| 4.2 | | | Indenture, dated as of September 18, 2014, between Ross Stores, Inc. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Ross Stores on September 18, 2014. | | |
| 4.3 | | | Officers’ Certificate, dated as of April 6, 2020, establishing the aggregate amounts, terms and form of the Notes, incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020. | | |
| 4.4 | | | Form of 4.700% Senior Notes Due 2027, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020. | | |
| 4.5 | | | Form of 4.800% Senior Notes Due 2030, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on April 7, 2020. | | |
| 4.6 | | | Form of 5.450% Senior Notes Due 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. | | |
| 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. | | |
| 4.8 | | | Form of the 0.875% Senior Notes Due 2026, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020. | | |
| 4.9 | | | Form of the 1.875% Senior Notes Due 2031, included in and incorporated by reference to Exhibit 4.2 to the Form 8-K filed by Ross Stores, Inc. on October 22, 2020. | | |
| 10.1 | | | Credit Agreement dated June 27, 2025, among Ross Stores, Inc., various lenders and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2025. | | |
| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.2 - 10.35) | | | | | |
| 10.2 | | | Form of Indemnity Agreement for Directors and Executive Officers, incorporated by reference to Exhibit 10.26 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2013. | | |
| 10.3 | | | Third Amended and Restated Ross Stores, Inc. Non-Qualified Deferred Compensation Plan effective December 31, 2008 (as amended effective January 1, 2015 and October 1, 2017), incorporated by reference to Exhibit 10.3 filed by Ross Stores, Inc. for its fiscal year ended February 3, 2018. | | |
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| 10.4 | | | Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020. | | |
| 10.5 | | | Amended Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020. | | |
| 10.6 | | | Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2018. | | |
| 10.7 | | | Form of Restricted Stock Agreement for Nonemployee Director, incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 29, 2017. | | |
| 10.8 | | | Form of Performance Shares Grant Agreement, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2018. | | |
| 10.9 | | | Ross Stores, Inc. Form of Notice of Grant of Performance Shares and Form of Performance Share Agreement pursuant to the Ross Stores, Inc. 2017 Equity Incentive Plan., incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2025. | | |
| 10.10 | | | Form of Notice of Grant of Restricted Stock Units and Form of Restricted Stock Units Agreement (For Non-employee Directors) pursuant to the Ross Stores, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 3, 2024. | | |
| 10.11 | | | Form of Executive Employment Agreement for Executive Officers (CA), incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2023. | | |
| 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 April 29, 2023. | | |
| 10.13 | | | 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 5, 2024. | | |
| 10.14 | | | 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 May 5, 2024. | | |
| 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 3, 2025. | | |
| 10.16 | | | 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 May 3, 2025. | | |
| 10.17 | | | Employment Agreement effective June 1, 2012 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 27, 2012. | | |
| 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. | | |
| 10.19 | | | Fourth Amendment to the Employment Agreement effective April 15, 2017 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 29, 2017. | | |
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| 10.20 | | | Fifth Amendment to the Employment Agreement effective July 3, 2018 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 4, 2018. | | |
| 10.21 | | | Eighth Amendment to the Employment Agreement effective September 24, 2020 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 31, 2020. | | |
| 10.22 | | | Ninth Amendment to Employment Agreement effective May 2, 2022 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.6 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 28, 2023. | | |
| 10.23 | | | Tenth Amendment to Employment Agreement effective August 29, 2023 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 28, 2023. | | |
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| 10.24 | | | Employment Agreement effective October 21, 2024 between James G. Conroy and Ross Stores, incorporated by reference to Exhibit 10.32 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. | | |
| 10.25 | | | First Amendment to Employment Agreement effective February 27, 2025 between James G. Conroy and Ross Stores, Inc., incorporated by reference to Exhibit 10.33 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. | | |
| 10.26 | | | Second Amendment to Employment Agreement effective November 29, 2025 between James G. Conroy and Ross Stores, Inc. | | |
| 10.27 | | | Repayment Agreement effective October 21, 2024 between James G. Conroy and Ross Stores, Inc., incorporated by reference to Exhibit 10.34 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. | | |
| 10.28 | | | Ross Stores, Inc. Notice of Grant of Restricted Stock Units to James G. Conroy., incorporated by reference to Exhibit 10.35 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. | | |
| 10.29 | | | Employment Agreement effective March 16, 2025 between Michael Hartshorn and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2025. | | |
| 10.30 | | | Executive Employment Agreement effective October 1, 2025 between William W. Sheehan II 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 November 1, 2025. | | |
| 10.31 | | | Executive Employment Agreement effective December 1, 2024 between Karen Fleming and Ross Stores, Inc. | | |
| 19 | | | Ross Stores, Inc. Insider Trading Policy (December 2024)., incorporated by reference to Exhibit 19 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 1, 2025. | | |
| 21 | | | Subsidiaries. | | |
| 23 | | | Consent of Independent Registered Public Accounting Firm. | | |
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