Stock-Based Compensation

3 Months Ended

May 03, 2025

Share-Based Payment Arrangement [Abstract]

Restricted stock awards. The Company grants shares of restricted stock or restricted stock units to directors, officers, and key employees. The fair value of shares of restricted stock and restricted stock units at the date of grant is amortized to expense over the vesting period of generally three to five years.

Performance share awards. The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock on a specified settlement date based on the Company’s attainment of a performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock then vests over a service period, generally three years from the date the performance award was granted.

In fiscal 2024, the Company granted a performance-conditioned restricted stock unit award (“PRSU”) in connection with the hiring of its current Chief Executive Officer. The PRSU is subject to vesting based on both service and market-based conditions, over a period that ends in March 2029.

Restricted stock awards and performance awards (including the PRSU) are collectively referred to as stock awards.

A summary of stock awards activity for the three month period ended May 3, 2025, is presented below:


	Number of shares (000)	Weighted-average grant date fair value
Unvested at February 1, 2025	4,157	$	117.02
Awarded	582	126.72
Released	(1,110)	111.56
Forfeited	(40)	111.81
Unvested at May 3, 2025	3,589	$	120.34

The 51,164 PRSU shares awarded in fiscal 2024 all remain unvested as of May 3, 2025. The weighted-average grant date fair value of the PRSU shares was $135.83.

The unamortized stock awards compensation expense at May 3, 2025 was $260.3 million, which is expected to be recognized over a weighted-average remaining period of 2.1 years. The unamortized stock award compensation expense at May 4, 2024 was $277.8 million, which was expected to be recognized over a weighted-average remaining period of 2.1 years.

Employee stock purchase plan. Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value withheld to purchase the Company’s common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

For the three month periods ended May 3, 2025 and May 4, 2024, the Company recognized stock-based compensation expense as follows:


	Three Months Ended
($000)	May 3, 2025		May 4, 2024
Restricted stock	$	26,349	$	23,234
Performance awards	11,862		16,114
Employee stock purchase plan	1,085		1,099
Total	$	39,296	$	40,447

Total stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Earnings for the three month periods ended May 3, 2025 and May 4, 2024 is as follows:


	Three Months Ended
Statements of Earnings Classification ($000)	May 3, 2025		May 4, 2024
Cost of goods sold	$	17,603	$	19,625
Selling, general and administrative	21,693		20,822
Total	$	39,296	$	40,447

The tax benefits related to stock-based compensation expense for the three month periods ended May 3, 2025 and May 4, 2024 were $6.6 million and $7.9 million, respectively.

ROSS STORES, INC. 10-Q