UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 2019, 2025

ROSS STORES, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-14678

94-1390387

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

5130 Hacienda Drive, Dublin, California 94568

(Address of principal executive offices)

Registrant'’s telephone number, including area code:

(925) 965-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $.01

ROST

NASDAQ Global Select Market

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $.01

ROST

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(b) ~~November~~As ~~20,~~previously ~~2025~~disclosed, and as provided in the ~~Company~~Tenth ~~issued~~Amendment ato ~~press~~his ~~release~~executive ~~regarding~~employment agreement, Michael Balmuth will continue to serve as the Company’s ~~financial~~Executive ~~results~~Chairman ~~for~~through ~~its~~January ~~fiscal~~31, ~~quarter~~2026, ~~ended~~at ~~November~~which time he will cease to serve in that role. He will remain an employee of the Company, with the title of Senior Advisor, from February 1, ~~2025~~2026 through March 31, 2026. Mr. ~~The~~Balmuth ~~full~~has ~~text~~notified the Company that he will also retire as a member of the Company’s ~~press~~Board ~~release~~of isDirectors ~~attached~~(the ~~hereto~~“Board”), effective at the same time that he steps down as ~~Exhibit 99~~Executive Chairman. The Company anticipates that the number of authorized Board seats will then be reduced by one (to ten). In connection with Mr. Balmuth’s transition as Executive Chairman of the Board, the Board has approved the appointment of K. Gunnar Bjorklund as Chairman of the Board, effective February 1, 2026. Mr. Bjorklund has served on the Board since 2003 and has held the role of Lead Independent Director since 2023.

~~The information furnished with this~~ Item 27.~~02,~~01 ~~including~~Regulation ~~Exhibit~~FD 99Disclosure.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

On November 24, 2025, the Company issued a press release regarding Board leadership succession. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	~~November 20, 2025, Press Release by Ross Stores, Inc.~~	November 24, 2025 Press Release by Ross Stores, Inc.
104	~~Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)~~	Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 20 24, 2025

ROSS STORES, INC. Registrant By: /s/Ken ~~William~~Jew W.Ken ~~Sheehan~~Jew IIGroup ~~William~~Senior ~~W. Sheehan II Executive~~ Vice President, ~~and~~General ~~Chief~~Counsel ~~Financial~~and ~~Officer~~Corporate Secretary

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