UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

ý☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 0102, ~~2025~~2026

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________


			Commission file number:			0-14678

Ross Stores, Inc.

(Exact name of registrant as specified in its charter)

Delaware

94-1390387

(State or other jurisdiction of incorporation or

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

organization)

5130 Hacienda Drive,

Dublin,

California

94568

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(925)

965-4400

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ý ☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý☒ Accelerated filer o☐ Non-accelerated filer o☐ Smaller reporting company ☐

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. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of Common Stock, with $.01 par value, outstanding on ~~November~~May 1415, ~~2025~~2026 was ~~323~~320,~~444~~781,~~928~~076.

Ross Stores, Inc.

Form 10-Q

Table of Contents

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Statements of Earnings

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2524

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2826

Item 5.

Other Information

Item 6.

Exhibits

Item 6.

Exhibits

SIGNATURE

Signatures

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Statements of Earnings

Three Months Ended

~~Nine Months Ended~~

($000, except per share data, unaudited)

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

Sales

56,~~600~~010,~~946~~476

54,~~071~~984,~~354~~971

~~16,115,069~~

~~15,216,940~~

Costs and Expenses

Cost of goods sold

4,~~032~~230,~~446~~589

3,~~634~~581,~~283~~366

~~11,615,979~~

~~10,916,884~~

Selling, general and administrative

~~920~~975,~~002~~861

~~832~~797,~~855~~135

~~2,605,848~~

~~2,445,494~~

Operating income

~~648~~804,~~498~~026

~~604~~606,~~216~~470

~~1,893,242~~

~~1,854,562~~

Interest income, net

(33,~~900~~449)

(4234,~~527~~409)

~~(100,655)~~

~~(131,827)~~

Earnings before taxes

~~682~~837,~~398~~475

~~646~~640,~~743~~879

~~1,993,897~~

~~1,986,389~~

Provision for taxes on earnings

~~170~~187,~~463~~511

~~157~~161,~~935~~630

~~494,718~~

~~482,443~~

Net earnings

~~511~~649,~~935~~964

~~488~~479,~~808~~249

~~1,499,179~~

~~1,503,946~~

Earnings per share

Basic

12.5904

1.4948

~~4.64~~

~~4.56~~

Diluted

12.5802

1.4847

~~4.61~~

~~4.53~~

Weighted-average shares outstanding (000)

Basic

~~321~~318,~~270~~957

~~327~~324,~~710~~877

~~323,049~~

~~329,453~~

Diluted

~~323~~321,~~297~~231

~~329~~327,~~937~~005

~~325,054~~

~~331,728~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended

~~Nine Months Ended~~

($000, unaudited)

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

Net earnings

~~511~~649,~~935~~964

~~488~~479,~~808~~249

~~1,499,179~~

~~1,503,946~~

Other comprehensive income

—

Comprehensive income

~~511~~649,~~935~~964

~~488~~479,~~808~~249

~~1,499,179~~

~~1,503,946~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Balance Sheets

($000, except share data, unaudited)

~~November~~May 12, ~~2025~~2026

~~February~~January 131, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

Assets

Current Assets

Cash and cash equivalents

4,~~061~~130,~~173~~980

4,~~730~~594,~~744~~392

43,~~349~~783,~~262~~413

Accounts receivable

~~203~~212,~~891~~540

~~144~~181,~~482~~301

~~176~~181,~~218~~004

Merchandise inventory

32,~~128~~976,~~971~~958

2,~~444~~630,~~513~~970

2,~~859~~669,~~106~~849

Prepaid expenses and other

~~235~~252,~~617~~941

~~218~~233,~~957~~434

~~241~~240,~~703~~837

Total current assets

7,~~629~~573,~~652~~419

7,~~538~~640,~~696~~097

76,~~626~~875,~~289~~103

Property and Equipment

Land and buildings

1,~~833~~838,~~302~~070

1,~~493~~836,~~496~~167

1,~~487~~494,~~579~~018

Fixtures and equipment

45,~~958~~115,~~774~~619

45,~~521~~056,~~044~~827

4,~~428~~561,~~436~~893

Leasehold improvements

1,~~788~~870,~~261~~928

1,~~701~~861,~~340~~160

1,~~637~~719,~~771~~361

Construction-in-progress

~~431~~560,~~577~~433

~~807~~477,~~256~~290

~~749~~864,~~911~~381

9,011,914

8,523,136

8,303,697

9,385,050

9,231,444

8,639,653

Less accumulated depreciation and amortization

5,~~024~~237,~~667~~384

45,~~730~~142,~~733~~684

4,~~646~~812,~~018~~112

Property and equipment, net

34,~~987~~147,~~247~~666

34,~~792~~088,~~403~~760

3,~~657~~827,~~679~~541

Operating lease assets

3,~~498~~531,~~077~~945

3,~~294~~519,~~858~~610

3,~~349~~325,~~427~~849

Other long-term assets

~~299~~301,~~990~~542

~~279~~300,~~375~~270

~~271~~276,~~791~~123

Total assets

15,~~414~~554,~~966~~572

1415,~~905~~548,~~332~~737

14,~~905~~304,~~186~~616

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

2,~~645~~653,~~234~~741

2,~~126~~386,~~317~~418

2,~~346~~163,~~479~~954

Accrued expenses and other

~~689~~696,~~539~~511

~~626~~666,~~490~~978

~~637~~616,~~332~~008

Current operating lease liabilities

~~723~~735,~~512~~528

~~703~~727,~~337~~855

~~699~~702,~~200~~025

Accrued payroll and benefits

~~438~~376,~~989~~760

~~462~~484,~~284~~407

~~459~~274,~~094~~877

Income taxes payable

23210,~~080~~971

4361,~~666~~779

2180,~~186~~083

Current portion of long-term debt

~~499~~241,~~432~~344

~~699~~499,~~731~~743

~~699~~498,~~407~~812

Total current liabilities

54,~~019~~914,~~786~~855

4,~~661~~827,~~825~~180

4,~~843~~435,~~698~~759

Long-term debt

1776,~~017,540~~843

1,~~515~~017,~~080~~863

1,~~514~~016,~~452~~897

Non-current operating lease liabilities

2,~~948~~969,~~105~~435

2,~~764~~966,~~281~~877

2,~~821~~797,~~417~~935

Other long-term liabilities

~~295~~292,~~257~~944

~~267~~287,~~911~~947

~~265~~268,~~673~~698

Deferred income taxes

~~250~~295,~~276~~492

~~187~~261,~~040~~427

~~196~~209,~~583~~249

Commitments and contingencies

Stockholders’ Equity

Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 323,735,000, 328,813,000 and 330,258,000 shares, respectively

3,237

3,288

3,303

Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 321,035,000, 322,333,000 and 327,384,000 shares, respectively

3,210

3,223

3,274

Additional paid-in capital

2,~~212~~314,~~220~~302

2,~~097~~257,~~110~~354

2,~~060~~131,~~801~~533

Treasury stock

(~~799~~933,~~288~~459)

(~~719~~799,~~410~~288)

(~~719~~779,~~410~~541)

Retained earnings

4,~~467~~920,~~833~~950

4,~~128~~726,~~207~~154

34,~~918~~220,~~669~~812

Total stockholders’ equity

56,~~884~~305,~~002~~003

56,~~509~~187,~~195~~443

5,~~263~~576,~~363~~078

Total liabilities and stockholders’ equity

15,~~414~~554,~~966~~572

1415,~~905~~548,~~332~~737

14,~~905~~304,~~186~~616

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Stockholders’ Equity

	Nine Months Ended November 1, 2025
	Three Months Ended May 2, 2026
	Common stock			Additionalpaid-incapital		Treasurystock		Retainedearnings
($ and shares in 000, except per share data, unaudited)	Shares	Amount								Total
Balance at February 1, 2025	328,813	$	3,288	$	2,097,110	$	(719,410)	$	4,128,207		$	5,509,195
Balance at January 31, 2026	322,333	$	3,223	$	2,257,354	$	(799,288)	$	4,726,154		$	6,187,443
Net earnings	—	—		—		—		~~479~~649,~~249~~964			~~479~~649,~~249~~964
Common stock issued under stock plans, net of shares used for tax withholding	~~551~~156	62		6,~~137~~614		(60134,~~131~~171)		—			(53127,~~988~~555)
Stock-based compensation	—	—		3959,~~296~~120		—		—			3959,~~296~~120
Common stock repurchased, inclusive of excise tax	(1,~~980~~454)	(2015)		(118,~~010~~786)		—		(~~253~~311,~~344~~609)			(~~264~~320,~~374~~410)
Dividends declared ($0.4050 per share)	—	—		—		—		(133,300)			(133,300)
Dividends declared ($0.4450 per share)	—	—		—		—		(143,559)			(143,559)
Balance at May 3, 2025	327,384	$	3,274	$	2,131,533	$	(779,541)	$	4,220,812		$	5,576,078
Balance at May 2, 2026	321,035	$	3,210	$	2,314,302	$	(933,459)	$	4,920,950		$	6,305,003
Net earnings	—	—		—		—		507,995			507,995
Common stock issued under stock plans, net of shares used for tax withholding	75	1		6,236		(4,289)		—			1,948
Stock-based compensation	—	—		43,943		—		—			43,943
Common stock repurchased, inclusive of excise tax	(1,928)	(20)		(10,978)		—		(254,060)			(265,058)
Dividends declared ($0.4050 per share)	—	—		—		—		(132,337)			(132,337)
Balance at August 2, 2025	325,531	$	3,255	$	2,170,734	$	(783,830)	$	4,342,410		$	5,732,569
Net earnings	—	—		—		—		511,935			511,935
Common stock issued under stock plans, net of shares used for tax withholding	(55)	(1)		6,531		(15,458)		—			(8,928)
Stock-based compensation	—	—		44,943		—		—			44,943
Common stock repurchased, inclusive of excise tax	(1,741)	(17)		(9,988)		—		(254,955)			(264,960)
Dividends declared ($0.4050 per share)	—	—		—		—		(131,557)			(131,557)
Balance at November 1, 2025	323,735	$	3,237	$	2,212,220	$	(799,288)	$	4,467,833		$	5,884,002
The accompanying notes are an integral part of these condensed consolidated financial statements.


	Three Months Ended May 3, 2025

	Common stock			Additional paid-in capital		Treasury stock		Retained earnings
($ and shares in 000, except per share data, unaudited)	Shares	Amount								Total
Balance at February 1, 2025	328,813	$	3,288	$	2,097,110	$	(719,410)	$	4,128,207		$	5,509,195
Net earnings	—	—		—		—		479,249			479,249
Common stock issued under stock plans, net of shares used for tax withholding	551	6		6,137		(60,131)		—			(53,988)
Stock-based compensation	—	—		39,296		—		—			39,296
Common stock repurchased, inclusive of excise tax	(1,980)	(20)		(11,010)		—		(253,344)			(264,374)
Dividends declared ($0.4050 per share)	—	—		—		—		(133,300)			(133,300)
Balance at May 3, 2025	327,384	$	3,274	$	2,131,533	$	(779,541)	$	4,220,812		$	5,576,078












The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Stockholders’ Equity


	Three Months Ended
($000, unaudited)	May 2, 2026		May 3, 2025
Cash Flows From Operating Activities
Net earnings	$	649,964	$	479,249
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	132,599		115,938

Stock-based compensation	59,120		39,296
Deferred income taxes	34,065		22,209


Change in assets and liabilities:
Merchandise inventory	(345,988)		(225,336)
Other current assets	(50,547)		(58,426)
Accounts payable	262,115		67,182
Other current liabilities	(57,344)		(173,946)
Income taxes	153,136		139,086
Operating lease assets and liabilities, net	(2,104)		1,351
Other long-term, net	993		3,112
Net cash provided by operating activities	836,009		409,715

Cash Flows From Investing Activities
Additions to property and equipment	(208,954)		(207,378)


Net cash used in investing activities	(208,954)		(207,378)

Cash Flows From Financing Activities
Issuance of common stock related to stock plans	6,616		6,143
Treasury stock purchased	(134,171)		(60,131)
Repurchase of common stock	(318,750)		(262,521)

Dividends paid	(143,559)		(133,300)



Payment of long-term debt	(500,000)		(700,000)

Net cash used in financing activities	(1,089,864)		(1,149,809)

Net decrease in cash, cash equivalents, and restricted cash and cash equivalents	(462,809)		(947,472)

Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period	4,661,973		4,796,462
End of period	$	4,199,164	$	3,848,990

Supplemental Cash Flow Disclosures
Interest paid	$	19,839	$	35,939
Income taxes paid, net	$	309	$	334

	Nine Months Ended November 2, 2024
	Common stock			Additionalpaid-incapital		Treasurystock		Retainedearnings
($ and shares in 000, except per share data, unaudited)	Shares	Amount								Total
Balance at February 3, 2024	335,172	$	3,352	$	1,952,625	$	(633,318)	$	3,548,667		$	4,871,326
Net earnings	—	—		—		—		487,990			487,990
Common stock issued under stock plans, net of shares used for tax withholding	642	6		6,218		(70,480)		—			(64,256)
Stock-based compensation	—	—		40,447		—		—			40,447
Common stock repurchased, inclusive of excise tax	(1,892)	(19)		(9,368)		—		(254,870)			(264,257)
Dividends declared ($0.3675 per share)	—	—		—		—		(123,298)			(123,298)
Balance at May 4, 2024	333,922	$	3,339	$	1,989,922	$	(703,798)	$	3,658,489		$	4,947,952
Net earnings	—	—		—		—		527,148			527,148
Common stock issued under stock plans, net of shares used for tax withholding	(7)	—		6,194		(1,248)		—			4,946
Stock-based compensation	—	—		38,021		—		—			38,021
Common stock repurchased, inclusive of excise tax	(1,840)	(18)		(9,315)		—		(255,749)			(265,082)
Dividends declared ($0.3675 per share)	—	—		—		—		(122,453)			(122,453)
Balance at August 3, 2024	332,075	$	3,321	$	2,024,822	$	(705,046)	$	3,807,435		$	5,130,532
Net earnings	—	—		—		—		488,808			488,808
Common stock issued under stock plans, net of shares used for tax withholding	(29)	—		6,351		(14,364)		—			(8,013)
Stock-based compensation	—	—		38,744		—		—			38,744
Common stock repurchased, inclusive of excise tax	(1,788)	(18)		(9,116)		—		(255,833)			(264,967)
Dividends declared ($0.3675 per share)	—	—		—		—		(121,741)			(121,741)
Balance at November 2, 2024	330,258	$	3,303	$	2,060,801	$	(719,410)	$	3,918,669		$	5,263,363
The accompanying notes are an integral part of these condensed consolidated financial statements.

	Nine Months Ended
($000, unaudited)	November 1, 2025		November 2, 2024
Cash Flows From Operating Activities
Net earnings	$	1,499,179	$	1,503,946
Adjustments to reconcile net earnings to net cash providedby operating activities:
Depreciation and amortization	374,524		329,584
Stock-based compensation	128,182		117,212
Deferred income taxes	63,236		345
Change in assets and liabilities:
Merchandise inventory	(684,458)		(666,886)
Other current assets	(75,708)		(62,793)
Accounts payable	537,559		390,398
Other current liabilities	72,256		(83,300)
Income taxes	(11,270)		(64,016)
Operating lease assets and liabilities, net	780		11,057
Other long-term, net	885		(1,116)
Net cash provided by operating activities	1,905,165		1,474,431
Cash Flows From Investing Activities
Additions to property and equipment	(618,366)		(514,122)
Net cash used in investing activities	(618,366)		(514,122)
Cash Flows From Financing Activities
Issuance of common stock related to stock plans	18,910		18,769
Treasury stock purchased	(79,878)		(86,092)
Repurchase of common stock	(787,521)		(787,479)
Excise tax paid on repurchase of common stock	(9,443)		(8,798)
Dividends paid	(397,194)		(367,492)
Payment of long-term debt	(700,000)		(250,000)
Net cash used in financing activities	(1,955,126)		(1,481,092)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents	(668,327)		(520,783)
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period	4,796,462		4,935,441
End of period	$	4,128,135	$	4,414,658
Supplemental Cash Flow Disclosures
Interest paid	$	55,778	$	80,316
Income taxes paid, net	$	442,751	$	546,113

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

Three ~~and Nine~~ Months Ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025

(Unaudited)

Note A: Summary of Significant Accounting Policies

Basis of presentation. The accompanying unaudited interim condensed consolidated financial statements have been prepared from the records of Ross Stores, Inc. and subsidiaries (the “Company”) without audit and, in the opinion of management, include all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company’s financial position as of ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, and the results of operations, comprehensive income, ~~and~~ stockholders’ equity ~~for the three and nine month periods ended November 1~~, ~~2025~~ and ~~November 2, 2024, and the~~ cash flows for the ~~nine~~three month periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025. The Condensed Consolidated Balance Sheet as of ~~February~~January 131, ~~2025~~2026, presented herein, has been derived from the Company’s audited consolidated financial statements for the fiscal year then ended.

Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) have been condensed or omitted for purposes of these interim condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including notes thereto, contained in the Company’s Annual Report on Form 10-K for the year ended ~~February~~January 131, ~~2025~~2026.

The results of operations, comprehensive income, ~~and~~ stockholders’ equity ~~for the three and nine month periods ended November 1~~, ~~2025~~ and ~~November 2, 2024, and the~~ cash flows for the ~~nine~~three month periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 presented herein are not necessarily indicative of the results to be expected for the full fiscal year. The fiscal years ending January 3130, ~~2026~~2027 and ~~February~~January 131, ~~2025~~2026 are referred to as fiscal ~~2025~~2026 and fiscal ~~2024~~2025, respectively, and are both 52-week years. The three month periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 are referred to as the ~~third~~first quarter of fiscal ~~2025~~2026 and fiscal ~~2024~~2025, respectively.

Use of accounting estimates. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the Company’s estimates. The Company’s significant accounting estimates include valuation reserves for inventory, packaway and other inventory carrying costs, useful lives of fixed assets, insurance reserves, reserves for uncertain tax positions, and legal claims.

Segment reporting. The Company has one reportable segment. Refer to Note G: Segment Reporting for additional information.

Cash and cash equivalents. Cash equivalents consist of highly liquid, fixed income instruments purchased with an original maturity of three months or less. The institutions where these instruments are held could potentially subject the Company to concentrations of credit risk. The Company manages its risk associated with these instruments primarily by holding its cash and cash equivalents across a highly diversified set of banks and other financial institutions.

Restricted cash and cash equivalents. Restricted cash and cash equivalents serve as collateral for certain insurance obligations. These restricted funds ~~are invested in bank deposits, money market mutual funds, and U.S. Government and agency securities and~~ cannot be withdrawn from the Company’s account without the prior written consent of the secured parties. The classification between current and long-term is based on the timing of expected payments of the obligations.

The Company uses standby letters of credit in addition to a funded trust to collateralize certain insurance obligations. The standby letters of credit are collateralized by restricted cash. As of November 1, 2025, February 1, 2025, and November 2, 2024, the Company had $1.0 million, $1.8 million, and $2.2 million, respectively, in standby letters of credit outstanding. As of November 1, 2025, February 1, 2025, and November 2, 2024, the Company had $66.0 million, $63.9 million, and $63.2 million, respectively, in a collateral trust.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets, that reconcile to the amounts shown on the Condensed Consolidated Statements of Cash Flows:

($000)

~~November~~May 12, ~~2025~~2026

~~February~~January 131, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

Cash and cash equivalents

4,~~061~~130,~~173~~980

4,~~730~~594,~~744~~392

43,~~349~~783,~~262~~413

Restricted cash and cash equivalents included in:

Prepaid expenses and other

1721,~~410~~137

1720,~~087~~950

1517,~~041~~050

Other long-term assets

4947,~~552~~047

4846,631

5048,~~355~~527

Total restricted cash and cash equivalents

6668,~~962~~184

6567,~~718~~581

65,~~396~~577

Total cash, cash equivalents, and restricted cash and cash equivalents

4,~~128~~199,~~135~~164

4,~~796~~661,~~462~~973

43,~~414~~848,~~658~~990

Property and equipment. As of ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, the Company had $3654.67 million and $3929.52 million, respectively, of property and equipment purchased but not yet paid. These purchases are included in Property and equipment, Accounts payable, and Accrued expenses and other in the accompanying Condensed Consolidated Balance Sheets. ~~Depreciation~~The ~~and~~Company ~~amortization~~capitalizes ~~expense~~interest onduring ~~property~~the ~~and~~construction ~~equipment~~period ~~for~~of ~~the~~facilities ~~three~~ and ~~nine~~during ~~month~~the ~~periods~~development ~~ended November 1, 2025~~ and ~~November 2,~~implementation ~~2024~~phase ~~were~~of assoftware ~~follows:~~projects.

	Three Months Ended				Nine Months Ended
($000)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Depreciation and amortization expense	$	132,187	$	111,803	$	374,524	$	329,584

Depreciation and amortization expense on property and equipment for the three month periods ended May 2, 2026 and May 3, 2025 were as follows:

Operating leases. Operating lease assets obtained in exchange for operating lease liabilities (includes new leases and remeasurements or modifications of existing leases) for the nine month periods ended November 1, 2025 and November 2, 2024 were $729.1 million and $725.1 million, respectively.


	Three Months Ended
($000)	May 2, 2026		May 3, 2025
Depreciation and amortization expense	$	132,599	$	115,938

~~Supply~~Operating ~~chain finance program~~leases. ~~The~~Operating ~~Company~~lease ~~facilitates~~assets aobtained ~~voluntary~~in ~~supply~~exchange ~~chain~~for ~~finance~~operating ~~program~~lease liabilities (~~“SCF~~includes ~~program”)~~new toleases ~~provide~~and ~~certain~~remeasurements ~~suppliers~~or ~~with~~modifications ~~the opportunity to sell their receivables due from the Company to participating financial institutions at the sole discretion~~ of ~~both~~existing ~~the~~leases) ~~suppliers~~for ~~and~~ the ~~financial~~three ~~institutions.~~month Aperiods ~~third-party~~ended ~~financial institution administers the SCF program. The Company’s responsibility is limited to making payments on the terms originally negotiated with each supplier~~May 2, ~~regardless~~2026 ~~of whether a supplier sells its receivable to a financial institution. The Company is not a party to the agreements between the participating financial institutions~~ and ~~the suppliers in connection with the SCF program~~May 3, ~~and~~2025 ~~does~~were ~~not receive financial incentives from the suppliers or the financial institutions~~$189.1 ~~The~~million ~~Company does not provide guarantees under the SCF program,~~ and ~~the Company’s rights and obligations to its suppliers are not affected by the SCF program~~$202.7 ~~The range of payment terms negotiated with a supplier is consistent~~million, ~~irrespective of whether a supplier participates in the SCF program~~respectively.

~~All~~Supply ~~outstanding~~chain ~~payments~~finance ~~owed~~program. ~~under~~The ~~the~~Company ~~SCF~~facilitates a voluntary supply chain finance program ~~are~~(“SCF ~~recorded~~program”) ~~within~~to ~~Accounts~~provide ~~payable~~certain insuppliers with the ~~Condensed~~opportunity ~~Consolidated~~to ~~Balance~~sell ~~Sheets.~~their ~~The~~receivables due from the Company ~~accounts~~to ~~for~~participating ~~all~~financial ~~payments~~institutions ~~made~~at ~~under~~the sole discretion of both the suppliers and the financial institutions. A third-party financial institution administers the SCF program. asThe aCompany’s ~~reduction~~responsibility is limited to ~~operating~~making ~~cash~~payments ~~flows~~on inthe ~~Accounts~~terms ~~payable~~originally ~~within~~negotiated ~~the~~with ~~Condensed~~each ~~Consolidated~~supplier, ~~Statements~~regardless of ~~Cash~~whether ~~Flows~~a supplier sells its receivable to a financial institution. The ~~amounts~~Company ~~owed~~is not a party to the agreements between the participating financial institutions ~~under~~and the suppliers in connection with the SCF program, and ~~included~~the inCompany ~~Accounts~~does ~~payable~~not ~~were~~receive ~~$188.5~~financial ~~million,~~incentives ~~$159~~from the suppliers or the financial institutions.2 ~~million~~The Company does not provide guarantees under the SCF program, and ~~$148~~the Company’s rights and obligations to its suppliers are not affected by the SCF program.8 ~~million~~The asrange of ~~November 1,~~payment ~~2025,~~terms ~~February 1,~~negotiated ~~2025,~~with ~~and~~a ~~November 2,~~supplier ~~2024~~is consistent, ~~respectively~~irrespective of whether a supplier participates in the SCF program.

~~Cash~~All ~~dividends.~~outstanding Onpayments ~~November~~owed ~~19,~~under ~~2025,~~the SCF program are recorded within Accounts payable in the Condensed Consolidated Balance Sheets. The Company’s ~~Board~~accounts offor ~~Directors~~all ~~declared~~payments made under the SCF program as a ~~quarterly~~reduction to operating cash ~~dividend~~flows ofin ~~$0.4050~~Accounts ~~per~~payable ~~common~~within ~~share,~~the ~~payable~~Condensed onConsolidated ~~December~~Statements ~~31,~~of ~~2025~~Cash Flows. The ~~Company’s~~amounts ~~Board~~owed ofto ~~Directors~~participating ~~declared~~financial ~~quarterly~~institutions ~~cash~~under ~~dividends~~the ofSCF ~~$0.4050~~program ~~per~~and ~~common~~included ~~share~~ in ~~March,~~Accounts ~~May,~~payable ~~and~~were ~~August~~$215.3 ~~2025~~million, $208.2 million, and $0162.~~3675~~2 ~~per~~million ~~common~~as ~~share~~of inMay 2, ~~March~~2026, ~~May~~January 31, ~~August~~2026, and ~~November~~May 3, ~~2024~~2025, respectively.

~~Stock~~Cash ~~repurchases~~dividends. InOn ~~March~~May ~~2024~~20, 2026, the Company’s Board of Directors ~~approved~~declared a ~~two-year~~quarterly ~~stock~~cash ~~repurchase~~dividend ~~program~~of ~~to repurchase up to~~ $20.~~1 billion~~4450 ofper ~~the Company’s~~ common ~~stock~~share, ~~through~~payable ~~fiscal~~on ~~2025. During the nine month period ended November~~June 130, ~~2025,~~2026. ~~the~~The Company’s ~~repurchased~~Board ~~5.6~~of ~~million~~Directors ~~shares~~declared ofquarterly ~~common~~cash ~~stock~~dividends ~~for~~of $~~787~~0.~~5 million~~4450 ~~(excluding~~per ~~excise~~common ~~tax)~~share ~~under~~in ~~this~~March ~~program. As of November 1~~2026, ~~2025,~~and ~~there was~~ $~~262~~0.54050 ~~million~~per ~~available~~common ~~for~~share ~~repurchase~~in ~~under~~March, ~~this program. During the nine month period ended November 2~~May, ~~2024~~August, ~~the~~and ~~Company~~November ~~repurchased 5~~2025.~~5 million shares of common stock for $787.5 million (excluding excise tax) under this program.~~

109

Stock ~~repurchased~~repurchases. ~~for~~In ~~tax~~March ~~withholding~~2026, isthe ~~considered~~Company’s ~~treasury~~Board of Directors approved a new, two-year stock ~~which~~repurchase isprogram ~~available~~to ~~for~~repurchase ~~reissuance~~up to $2.55 billion ~~During~~of the ~~three~~Company’s ~~and~~common ~~nine~~stock through January 29, 2028. During the three month ~~periods~~period ended ~~November~~May 12, ~~2025~~2026, ~~shares~~the ~~purchased~~Company byrepurchased ~~the~~1.5 ~~Company~~million shares of common stock for $318.7 million (excluding excise tax) ~~withholding~~under ~~totaled~~this 0program.1 ~~million~~As ~~and~~of ~~0.6~~May 2, ~~million~~2026, ~~respectively~~there was $2.2 billion available for future repurchases under this program. During the three ~~and nine~~ month ~~periods~~period ended ~~November~~May 23, ~~2024~~2025, ~~shares~~the ~~purchased~~Company byrepurchased ~~the~~2.0 ~~Company~~million ~~for~~shares ~~tax~~of ~~withholding~~common ~~totaled~~stock ~~0.1~~for $262.5 million ~~and~~(excluding ~~0.6~~excise ~~million,~~tax) ~~respectively.~~under the previous publicly announced repurchase program.

~~Litigation,~~Stock ~~claims,~~purchased ~~and~~for ~~assessments.~~tax ~~Like~~withholding ~~many~~is ~~retailers,~~considered ~~the~~treasury ~~Company~~stock ~~has~~which ~~been~~is ~~named~~available infor ~~class/representative~~reissuance. ~~action~~During ~~lawsuits~~the three month periods ended May 2, ~~primarily~~2026 inand ~~California~~May 3, ~~alleging~~2025, ~~violations~~stock purchased by the Company offor ~~wage~~tax ~~and~~withholding ~~hour~~totaled ~~laws~~0.6 ~~Class/representative~~million ~~action~~shares ~~litigation~~and ~~remains~~0.5 ~~pending~~million ~~as of November 1~~shares, ~~2025~~respectively.

Commitments and contingencies. Like many retailers, the Company has been named in class/representative action lawsuits, primarily in California, alleging violations by the Company of wage and hour laws. Class/representative action litigation remained pending as of May 2, 2026.

The Company is also party to various other legal and regulatory proceedings arising in the normal course of business. Actions filed against the Company may include commercial, product and product safety, consumer, intellectual property, environmental, and labor and employment-related claims, including lawsuits in which private plaintiffs or governmental agencies allege that the Company violated federal, state, and/or local laws. Actions against the Company are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties.

InThe ~~the~~Company ~~opinion~~believes ofthat ~~management,~~ the resolution of currently pending class/representative action litigation and other currently pending legal and regulatory proceedings will not have a material adverse effect on ~~the~~its ~~Company’s~~ financial condition, results of operations, or cash flows.

~~Revenue~~In ~~recognition~~February 2026, the U.S. ~~The~~Supreme ~~following~~Court ~~sales~~issued ~~mix~~a ~~table~~decision ~~disaggregates~~that ~~revenue~~tariffs byimposed ~~merchandise~~beginning ~~category~~in ~~for~~2025 under the ~~three~~International Emergency Economic Powers Act (“IEEPA”) were not authorized under the statute. U.S. Customs and ~~nine~~Border ~~month~~Protection ~~periods~~has ~~ended~~initiated ~~November 1~~a process for claiming refunds of tariffs paid under IEEPA, ~~2025~~and the Company has submitted claims for IEEPA tariffs paid. The claims submitted remain subject to ongoing legal, regulatory, or administrative developments and ~~November~~ the timing, amount, and availability of refunds remains uncertain. As of May 2, ~~2024:~~2026, the Company has not recognized a receivable or gain relating to tariff refunds because realization was not assured.

	Three Months Ended				Nine Months Ended
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Home Accents and Bed and Bath	25	%	25	%	24	%	25	%
Ladies	23	%	23	%	23	%	23	%
Men’s	16	%	16	%	16	%	16	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics	14	%	14	%	15	%	14	%
Shoes	13	%	13	%	13	%	13	%
Children’s	9	%	9	%	9	%	9	%
Total	100	%	100	%	100	%	100	%

Revenue recognition. The following sales mix table disaggregates revenue by merchandise category for the three month periods ended May 2, 2026 and May 3, 2025:

Interest income, net. The table below shows the components of interest income, net for the three and nine month periods ended November 1, 2025 and November 2, 2024:


	Three Months Ended
	May 2, 2026		May 3, 2025
Home Accents and Bed and Bath	25	%	26	%
Ladies	23	%	23	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics	15	%	15	%
Men’s	14	%	14	%
Shoes	14	%	13	%
Children’s	9	%	9	%
Total	100	%	100	%

	Three Months Ended				Nine Months Ended
($000)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Interest income	$	(42,871)	$	(57,922)	$	(130,065)	$	(181,422)
Capitalized interest	(1,979)		(5,047)		(10,346)		(13,889)
Other interest expense	381		417		1,173		1,142
Interest expense on long-term debt	10,569		20,025		38,583		62,342
Interest income, net	$	(33,900)	$	(42,527)	$	(100,655)	$	(131,827)

~~Recently~~Interest ~~issued accounting standards. In November 2024~~income, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expensesnet. The ~~ASU~~table isbelow ~~intended~~shows tothe ~~enhance~~components ~~transparency~~ of interest income, ~~statement~~net ~~disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective~~ for ~~annual~~the ~~reporting~~three month periods ~~beginning~~ended ~~after December 15~~May 2, 2026, and ~~interim periods beginning after December 15~~May 3, ~~2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.~~2025:


	Three Months Ended
($000)	May 2, 2026		May 3, 2025
Interest income	$	(41,051)	$	(46,868)
Capitalized interest	(3,077)		(5,404)
Interest expense on long-term debt	10,333		17,463
Other interest expense	346		400
Interest income, net	$	(33,449)	$	(34,409)

Recently issued accounting standards. In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2023~~2024-0903, Income ~~Taxes~~Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses. The ASU is intended to enhance ~~the~~ transparency ~~and decision usefulness~~ of income ~~tax~~statement disclosures. Itprimarily ~~requires~~through ~~the~~additional ~~Company~~disaggregation toof ~~disclose~~relevant ~~disaggregated~~expense ~~jurisdictional~~captions. ~~and~~The ~~categorical~~standard ~~information~~is effective for ~~the~~annual ~~tax~~reporting ~~rate~~periods ~~reconciliation~~beginning ~~and~~after ~~the~~December ~~amount~~15, of2026, ~~income~~and ~~taxes~~interim ~~paid~~periods aswithin ~~well as additional income tax related amounts. The new guidance is effective for~~ annual reporting periods beginning after December 15, ~~2024~~2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.

Note B: Fair Value Measurements

~~Accounting~~FASB ~~standards~~ASC ~~pertaining~~820, toFair ~~fair~~Value ~~value~~Measurement, ~~measurements~~establishes ~~establish~~ a three-tier fair value hierarchy ~~which~~that prioritizes the inputs used in measuring fair value. The inputs used to measure fair value include: Level 1, observable inputs such as quoted prices in active markets; Level 2, inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, unobservable inputs in which little or no market data exists. This fair value hierarchy requires the Company to develop its own assumptions, maximize the use of observable inputs, and minimize the use of unobservable inputs when measuring fair value. ~~Corporate and U.S. government and agency securities are classified within Level 1 because these securities are valued using quoted market prices.~~

The underlying assets held in Cash and cash equivalents, and restricted cash and cash equivalents include bank deposits, money market mutual funds, and U.S. Government and agency securities for which the fair value ofis ~~the~~determined ~~Company’s~~using ~~financial~~quoted ~~instruments~~prices for identical assets in active markets, which are considered Level 1 inputs. The fair values of Cash and cash equivalents, and restricted cash and cash equivalents as of May 2, 2026, January 31, 2026, and May 3, 2025 were as follows:

($000)

~~November~~May 12, ~~2025~~2026

~~February~~January 131, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

Cash and cash equivalents (Level 1)

4,~~061~~130,~~173~~980

4,~~730~~594,~~744~~392

43,~~349~~783,~~262~~413

Restricted cash and cash equivalents (Level 1)

6668,~~962~~184

6567,~~718~~581

65,~~396~~577

~~The~~As of May 2, 2026 and January 31, 2026, the underlying assets in the Company’s nonqualified deferred compensation program asconsisted of ~~November 1,~~participant-directed ~~2025,~~mutual ~~February 1,~~funds ~~2025,~~(Level 1) and ~~November 2,~~fixed-income ~~2024~~securities (~~included~~Level in2). ~~Other~~The ~~long-term~~mutual ~~assets~~funds ~~and~~all have quoted market prices in ~~Other~~active ~~long-term~~markets ~~liabilities)~~and ~~primarily~~are ~~consist~~classified ofas ~~participant~~Level 1. The fixed-~~directed~~income ~~money~~securities ~~market,~~are ~~stock~~measured at contract value, which represents the amount available to participants upon withdrawal and ~~bond~~are ~~funds~~classified as Level 2. ~~The~~As ~~fair~~of ~~value~~May 3, ~~measurement~~2025, ~~for~~the underlying assets primarily consisted of participant-directed mutual funds ~~with~~that had quoted market prices in active markets ~~(Level~~and 1)were ~~are~~classified as ~~follows:~~Level 1.

($000)			November 1, 2025						February 1, 2025						November 2, 2024
Nonqualified deferred compensation program (Level 1)			$	215,469					$	196,786					$	189,522

The fair value of the Company’s nonqualified deferred compensation program assets (included in Other long-term assets and Other long-term liabilities on the Condensed Consolidated Balance Sheets) as of May 2, 2026, January 31, 2026, and May 3, 2025 were as follows:


($000)	May 2, 2026		January 31, 2026		May 3, 2025
Mutual funds (Level 1)	$	177,384	$	181,532	$	195,123
Fixed-income securities (Level 2)	42,552		37,122		—
Total	$	219,936	$	218,654	$	195,123

Note C: Stock-Based Compensation

Restricted stock awards. The Company grants shares of restricted stock orand 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.

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

~~Restricted~~A ~~stock~~summary ~~awards~~of ~~and~~stock ~~performance~~ awards ~~(including~~activity for the ~~PRSU)~~three ~~are~~month ~~collectively~~period ~~referred~~ended toMay 2, as2026, ~~stock~~is ~~awards.~~presented below:


	Number of shares (000)	Weighted-average grant date fair value
Unvested at January 31, 2026	3,814	$	125.38
Awarded	598	211.93
Released	(1,356)	114.28
Forfeited	(53)	137.96
Unvested at May 2, 2026	3,003	$	147.40

The unamortized stock award compensation expense at May 2, 2026 and May 3, 2025 was $271.4 million and $260.3 million, respectively, which are each 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 Internal Revenue Service (“IRS”) annual share purchase limit of $25,000 in aggregate market value 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.

AFor ~~summary of stock awards activity for~~ the ~~nine~~three month ~~period~~periods ended ~~November~~May 12, 2026 and May 3, 2025, isthe ~~presented~~Company ~~below~~recognized stock-based compensation expense as follows:

	Number of shares (000)		Weighted-averagegrant datefair value
	Three Months Ended
Unvested at February 1, 2025	4,157		$	117.02
($000)	May 2, 2026		May 3, 2025
Awarded	1,091		137.53
Restricted stock	$	24,546	$	26,349
Released	(1,406)		113.65
Performance awards	33,405		11,862
Forfeited	(154)		120.27
Employee stock purchase plan	1,169		1,085
Unvested at November 1, 2025	3,688		$	124.23
Total	$	59,120	$	39,296

~~The~~Total ~~51,164~~stock-based ~~PRSU~~compensation ~~shares~~expense ~~awarded~~recognized in ~~fiscal~~the ~~2024~~Company’s ~~all~~Condensed ~~remain~~Consolidated ~~unvested~~Statements as of ~~November 1,~~Earnings ~~2025.~~for ~~The~~the ~~weighted-average~~three ~~grant~~month ~~date~~periods ~~fair~~ended ~~value~~May 2, of2026 ~~the~~and ~~PRSU~~May 3, ~~shares~~2025 was ~~$135.83.~~as follows:

The unamortized stock awards compensation expense at November 1, 2025 was $235.9 million, which is expected to be recognized over a weighted-average remaining period of 1.7 years. The unamortized stock award compensation expense at November 2, 2024 was $200.7 million, which was expected to be recognized over a weighted-average remaining period of 1.8 years.


	Three Months Ended
Statements of Earnings Classification ($000)	May 2, 2026		May 3, 2025
Cost of goods sold	$	22,174	$	17,603
Selling, general and administrative	36,946		21,693
Total	$	59,120	$	39,296

~~Employee~~The ~~stock~~tax ~~purchase~~benefits ~~plan.~~related ~~Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose~~ to ~~have~~stock-based upcompensation toexpense ~~the~~for ~~lesser of 10% of their annual base earnings or~~ the ~~Internal~~three ~~Revenue~~month ~~Service~~periods ~~(“IRS”)~~ended ~~annual~~May 2, ~~share~~2026 ~~purchase~~and ~~limit of $25~~May 3,~~000~~ in2025 ~~aggregate~~were ~~market value withheld to purchase the Company’s common stock~~$10.2 ~~The~~million ~~purchase~~and ~~price of the stock is 85% of the closing market price on the date of purchase~~$6.6 ~~Purchases~~million, ~~occur on a quarterly basis (on the last trading day of each calendar quarter)~~respectively. ~~The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.~~

~~For~~2026 Equity Incentive Plan. At the ~~three~~Company’s ~~and~~Annual ~~nine~~Meeting ~~month~~on ~~periods~~May ~~ended~~20, ~~November 1~~2026, ~~2025~~the ~~and~~stockholders ~~November 2,~~approved ~~2024~~the Ross Stores, Inc. 2026 Equity Incentive Plan (“2026 Plan”) which replaced the Company’s ~~recognized~~2017 ~~stock-based~~Equity ~~compensation~~Incentive ~~expense~~Plan as(“Predecessor ~~follows:~~Plan”). The 2026 Plan is authorized to have an initial reserve of approximately 15.8 million shares (subject to adjustment in accordance with the plan). The initial reserve represents an increase of 9.0 million shares from the total number of shares that remained available for issuance under the Predecessor Plan. The 2026 Plan became immediately effective upon approval and no further awards will be granted under the Predecessor Plan, which was terminated.

	Three Months Ended				Nine Months Ended
($000)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Restricted stock	$	23,969	$	22,781	$	77,518	$	67,691
Performance awards	19,821		14,842		47,326		46,208
Employee stock purchase plan	1,153		1,121		3,338		3,313
Total	$	44,943	$	38,744	$	128,182	$	117,212

Total stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Earnings for the three and nine month periods ended November 1, 2025 and November 2, 2024 is as follows:

	Three Months Ended				Nine Months Ended
Statements of Earnings Classification ($000)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Cost of goods sold	$	18,357	$	19,125	$	54,620	$	55,816
Selling, general and administrative	26,586		19,619		73,562		61,396
Total	$	44,943	$	38,744	$	128,182	$	117,212

The tax benefits related to stock-based compensation expense for the three and nine month periods ended November 1, 2025 were $7.3 million and $21.1 million, respectively. The tax benefits related to stock-based compensation expense for the three and nine month periods ended November 2, 2024 were $7.2 million and $22.2 million, respectively.

Note D: Earnings Per Share

The Company computes and reports both basic earnings per share (“EPS”) and diluted EPS. Basic EPS is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period. Diluted EPS reflects the total potential dilution that could occur from outstanding equity plan awards and unvested shares of both performance and non-performance based awards of restricted stock and restricted stock units.

Shares are excluded from the calculation of diluted EPS if their effect would have been anti-dilutive to the calculation of diluted EPS. For the three ~~and nine~~ month ~~periods~~period ended ~~November~~May 12, ~~2025~~2026, ~~approximately 7,000 and 20,000~~ weighted-average shares ~~were~~with ~~excluded~~an ~~from~~anti-dilutive ~~the~~effect ~~calculation~~were ofnot ~~diluted EPS, respectively~~material. For the three ~~and nine~~ month ~~periods~~period ended ~~November~~May 23, ~~2024~~2025, approximately 5286,000 ~~and 4,000~~ weighted-average shares were excluded from the calculation of diluted EPS~~, respectively~~.

The following is a reconciliation of the number of shares (denominator) used in the basic and diluted EPS computations:

Three Months Ended

~~Nine Months Ended~~

Shares in (000s)

Basic EPS

Effect ~~ofdilutivecommon~~of ~~stockequivalents~~dilutive common stock equivalents

~~DilutedEPS~~Diluted EPS

~~Basic EPS~~

~~Effect ofdilutivecommon stockequivalents~~

~~DilutedEPS~~

November 1, 2025

May 2, 2026

~~321~~318,~~270~~957

2,~~027~~274

~~323~~321,~~297~~231

~~323,049~~

~~2,005~~

~~325,054~~

Amount

12.5904

(0.0102)

12.5802

~~4.64~~

~~(0.03)~~

~~4.61~~

November 2, 2024

May 3, 2025

~~327~~324,~~710~~877

2,~~227~~128

~~329~~327,~~937~~005

~~329,453~~

~~2,275~~

~~331,728~~

Amount

1.4948

(0.01)

1.4847

~~4.56~~

~~(0.03)~~

~~4.53~~

Note E: Debt

~~Senior~~Long-term ~~Notes~~debt. Unsecured senior debt (the “Senior Notes”), net of unamortized discounts and debt issuance costs, as of May 2, 2026, January 31, 2026, and May 3, 2025, consisted of the following:

($000)	~~November~~May 12, ~~2025~~2026		~~February~~January 131, ~~2025~~2026		~~November~~May 23, ~~2024~~2025
4.600% Senior Notes due 2025	—		699,731		699,407
0.875% Senior Notes due 2026	$	—	$	499,743	$	498,812
0.875% Senior Notes due 2026	499,432		498,503		498,194
4.700% Senior Notes due 2027	241,344		241,230		240,890
4.700% Senior Notes due 2027	241,116		240,778		240,666
4.800% Senior Notes due 2030	133,179		133,134		132,998
4.800% Senior Notes due 2030	133,088		132,953		132,909
1.875% Senior Notes due 2031	497,106		496,962		496,533
1.875% Senior Notes due 2031	496,819		496,390		496,247
5.450% Senior Notes due 2050	146,558		146,537		146,476
5.450% Senior Notes due 2050	146,517		146,456		146,436
Total long-term debt1	$	1,018,187	$	1,517,606	$	1,515,709
Total long-term debt1	$	1,516,972	$	2,214,811	$	2,213,859
Less: current portion	$	241,344	$	499,743	$	498,812
Less: current portion	$	499,432	$	699,731	$	699,407
Total due beyond one year	$	776,843	$	1,017,863	$	1,016,897
Total due beyond one year	$	1,017,540	$	1,515,080	$	1,514,452
1 Net of unamortized discounts and debt issuance costs of $6.8 million, $7.4 million, and $9.3 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.
1 Net of unamortized discounts and debt issuance costs of $8.0 million, $10.2 million, and $11.1 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

Interest on all Senior Notes is payable semi-annually and the Senior Notes are subject to prepayment penalties for early payment of principal.

In April 2026, the Company repaid at maturity the $500 million principal amount of the 0.875% Senior Notes. In April 2025, the Company repaid at maturity the $700 million principal amount of the 4.600% Senior Notes.

The aggregate fair value of the remaining four outstanding series of Senior Notes was approximately $1.0 billion as of May 2, 2026. The aggregate fair values of the five then outstanding series of Senior Notes were approximately $1.5 billion and $1.4 billion as of January 31, 2026 and May 3, 2025, respectively. The fair value is estimated by obtaining comparable market quotes, which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.

Revolving credit facility. The Company’s $1.3 billion senior unsecured revolving credit facility (“Credit Facility”) expires in June 2030 and may be extended at the Company’s request for up to two additional one-year periods subject to customary conditions. The Credit Facility contains a $300 million sublimit for issuance of standby letters of credit. It also contains an option allowing the Company to increase the size of its Credit Facility by up to an additional $700 million, with the agreement of the committing lenders. Interest on borrowings under this Credit Facility is a term rate based on the Secured Overnight Financing Rate (“Term SOFR”) (or an alternate benchmark rate, if Term SOFR is no longer available) plus an applicable margin, and is payable quarterly and upon maturity.

InThe ~~April~~Credit ~~2025~~Facility is subject to a quarterly Consolidated Adjusted Debt to Consolidated Earnings before Interest, Income Tax, Depreciation, Amortization, and Lease Expense (“EBITDAR”) financial leverage ratio covenant. As of May 2, 2026, the Company ~~repaid~~was atin ~~maturity~~compliance with the ~~$700 million~~financial ~~principal~~covenant, ~~amount~~had no borrowings or standby letters of credit outstanding under the 4Credit Facility, and the $1.~~600%~~3 billion ~~Senior~~Credit ~~Notes~~Facility remained in place and available.

The aggregate fair value of the remaining five outstanding series of Senior Notes was approximately $1.4 billion as of November 1, 2025. The aggregate fair value of the six then outstanding series of Senior Notes was approximately $2.1 billion as of both February 1, 2025 and November 2, 2024. The fair value is estimated by obtaining comparable market quotes, which are considered to be Level 1 inputs under the fair value measurements and disclosures guidance.

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. The 2025 Credit Facility expires in June 2030 and may be extended at the Company’s request for up to two additional one-year periods subject to customary conditions. The 2025 Credit Facility contains a $300 million sublimit for issuance of standby letters of credit. It also contains an option allowing the Company to increase the size of its Credit Facility by up to an additional $700 million, with the agreement of the committing lenders. Interest on borrowings under this Credit Facility is a term rate based on the Secured Overnight Financing Rate (“Term SOFR”) (or an alternate benchmark rate, if Term SOFR is no longer available) plus an applicable margin, and is payable quarterly and upon maturity.

The 2025 Credit Facility is subject to a quarterly Consolidated Adjusted Debt to Consolidated EBITDAR financial leverage ratio covenant. As of November 1, 2025, the Company was in compliance with the financial covenant, had no borrowings or standby letters of credit outstanding under the Credit Facility, and the $1.3 billion Credit Facility remained in place and available.

Note F: Taxes on Earnings

The Company’s effective tax ~~rate~~rates isfor ~~impacted~~the bythree ~~changes~~month inperiods ~~tax~~ended ~~laws~~May 2, 2026 and ~~accounting guidance~~May 3, ~~location~~2025 ofwere ~~new~~approximately ~~stores,~~22.4% ~~level~~and ~~of earnings~~25.2%, ~~tax~~respectively. ~~effects~~The ~~associated~~decrease ~~with~~of ~~stock-based~~2.8% ~~compensation,~~in ~~and~~ the ~~resolution~~effective of tax ~~positions~~rate ~~with~~for ~~various~~the ~~tax~~first ~~authorities.~~quarter ~~The~~of ~~Company’s~~fiscal ~~effective~~2026 ~~tax~~compared ~~rate~~to ~~for~~ the ~~three~~first ~~month~~quarter ~~period~~of ~~ended~~fiscal ~~November 1,~~ 2025 was ~~approximately~~primarily ~~25%,~~due ~~compared~~ to ~~approximately 24% for~~ the ~~three~~tax ~~month~~effects ~~period~~associated ~~ended~~with ~~November 2,~~stock-based ~~2024~~compensation. The Company’s effective tax rate ~~for~~represents the ~~nine~~applicable ~~month~~combined ~~period~~federal ~~ended~~and ~~November 1,~~state ~~2025~~statutory ~~was~~rates ~~approximately~~reduced ~~25%,~~by ~~compared~~the tofederal ~~approximately~~benefit ~~24%~~of ~~for~~state ~~the~~taxes ~~nine~~deductible ~~month~~on ~~period~~federal ~~ended November 2, 2024~~returns. The ~~increases~~Company’s ~~in the~~ effective tax ~~rates~~rate ~~for~~is ~~the~~impacted ~~three~~by ~~and~~changes ~~nine~~in ~~month~~tax ~~periods~~laws ~~ended~~and ~~November 1~~accounting guidance, ~~2025~~location ~~compared~~of tonew ~~the~~stores, ~~three~~level ~~and~~of ~~nine~~earnings, ~~month~~tax ~~periods~~effects ~~ended~~associated ~~November 2,~~with ~~2024~~stock-based ~~were~~compensation, ~~primarily~~and ~~due~~the toresolution ~~the~~of tax ~~effects~~positions ~~associated~~ with ~~stock-based~~various ~~compensation~~tax authorities.

As of ~~November~~May 12, ~~2025~~2026, ~~February~~January 131, ~~2025~~2026, and ~~November~~May 23, ~~2024~~2025, the reserves for unrecognized tax benefits were $7165.73 million, $6261.23 million, and $6764.19 million, inclusive of $98.91 million, $7.92 million, and $9.0 million of related interest and penalties, respectively. The Company accounts for interest and penalties related to unrecognized tax benefits as a part of its provision for taxes on earnings. If recognized, $5752.10 million would impact the Company’s effective tax rate. It is reasonably possible that certain federal and state tax matters may be concluded or statutes of limitations may lapse during the next 12 months. Accordingly, the total amount of unrecognized tax benefits may decrease by up to $8.9 million. The difference between the total amount of unrecognized tax benefits and the amounts that would impact the effective tax rate relates to amounts attributable to deferred income tax assets and liabilities. These amounts are net of federal and state income taxes.

The Company is open to audit by the IRS under the statute of limitations for fiscal years 2022 through ~~2024~~2025. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years ~~2020~~2021 through ~~2024~~2025. Certain state tax returns are currently under audit by various tax authorities. The Company does not expect the results of these audits to have a material impact on the condensed consolidated financial statements.

In July 2025, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14.”, also known as the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law. The OBBBA made several changes to business tax provisions including the reinstatement of 100% bonus depreciation and immediate expensing of domestic research and development expenditures. These changes are not expected to have a material impact on the Company’s income tax provision for fiscal 2025 but are expected to lower the Company’s current year cash tax payments.

Note G: Segment Reporting

The Company has two operating segments: Ross and dd’s DISCOUNTS. ~~Each~~The operations of each operating segment’s ~~operations~~ include only activities related to off-price retailing in stores throughout the United States and its territories. The Company determined that the two operating segments share similar economic and other qualitative characteristics and are therefore aggregated into one reportable segment.

The Company considers operating income, defined as earnings before interest and taxes, to be the measure of profit or loss for its reportable segment. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as Total assets. Segment information is prepared on the same basis that the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), manages the segments. The CODM uses operating income to monitor budget versus actual results, make key operating decisions, perform competitive analysis to the Company’s peers, and make resource allocation decisions.

The financial information below, including the significant expense categories regularly provided to the CODM, is presented for the Company’s reportable segment for the three and nine month periods ended November 1, 2025 and November 2, 2024:15

	Three Months Ended				Nine Months Ended
($000)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Sales	$	5,600,946	$	5,071,354	$	16,115,069	$	15,216,940
Costs and Expenses1
Cost of goods sold, excluding occupancy costs2	3,685,711		3,316,632		10,609,476		9,974,284
Occupancy costs	346,735		317,651		1,006,503		942,600
Store-related costs3	766,945		712,728		2,196,459		2,083,065
Other segment items4	153,057		120,127		409,389		362,429
Segment operating income	648,498		604,216		1,893,242		1,854,562
Interest income, net5	(33,900)		(42,527)		(100,655)		(131,827)
Earnings before taxes	$	682,398	$	646,743	$	1,993,897	$	1,986,389
1 Refer to Note A: Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements for depreciation and amortization expense.
2 Cost of goods sold, excluding occupancy costs primarily includes merchandise related costs, distribution costs, freight costs, and buying costs.
3 Store-related costs primarily includes store payroll, other store operating expenses, and advertising costs.
4 Other segment items primarily includes other general and administrative expenses.
5 Refer to Note A: Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements for disclosure of the components of Interest income, net.


	Three Months Ended
($000)	May 2, 2026		May 3, 2025
Sales	$	6,010,476	$	4,984,971

Costs and Expenses1
Cost of goods sold, excluding occupancy costs2	3,873,957		3,254,651
Occupancy costs3	356,632		326,715
Store-related costs4	801,156		677,414
Other segment items5	174,705		119,721
Segment operating income	804,026		606,470
Interest income, net6	(33,449)		(34,409)
Earnings before taxes	$	837,475	$	640,879

1 Refer to Note A: Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements for depreciation and amortization expense.
2 Cost of goods sold, excluding occupancy costs primarily includes merchandise related costs, distribution costs, freight costs, and buying costs.
3 Occupancy costs primarily includes rent, depreciation, and amortization related to the Company’s retail stores.
4 Store-related costs primarily includes store payroll, other store operating expenses, and advertising costs.
5 Other segment items primarily includes other general and administrative expenses.
6 Refer to Note A: Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements for disclosure of the components of Interest income, net.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Ross Stores, Inc.:

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheets of Ross Stores, Inc. and subsidiaries (the “Company”) as of ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, the related condensed consolidated statements of earnings, comprehensive income, ~~and~~ stockholders’ equity, ~~for the three~~ and ~~nine month periods ended November 1, 2025 and November 2, 2024, and~~ cash flows for the ~~nine~~three month periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of ~~February~~January 131, ~~2025~~2026, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 3130, ~~2025~~2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of ~~February~~January 131, ~~2025~~2026, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

San Francisco, California

~~December~~June 92, ~~2025~~2026

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This section and other parts of this Form 10-Q 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 Part ~~II, Item 1A. Risk Factors of this Form 10-Q, and Part~~ I, Item 1A. Risk Factors of our Annual Report on Form 10-K for fiscal ~~2024~~2025. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for fiscal ~~2024~~2025. All information is based on our fiscal calendar.

Overview

Ross Stores, Inc. operates two brands of off-price retail apparel and home fashion stores—Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS®. Ross is the largest off-price apparel and home fashion chain in the United States, with 1,~~909~~917 locations in 44 states, the District of Columbia, Guam, and Puerto Rico as of ~~November~~May 12, ~~2025~~2026. Ross offers first-quality, in-season, ~~name~~ brand 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 ~~364~~365 dd’s DISCOUNTS stores in 2223 states as of ~~November~~May 12, ~~2025~~2026 that feature a more moderately-priced assortment of first-quality, in-season, ~~name brand~~ apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day.

~~The~~Financial ~~macroeconomic~~Highlights environment continues to be uncertain. Tariffs remain at elevated levels, inflation persists, and geopolitical conditions and other government actions continue to significantly affect the retail industry. Uncertainty surrounding these factors and pressure on household disposable income impacts consumer spending and confidence. Despite the ongoing challenges and uncertainty in the macroeconomic environment, we remain focused on delivering high quality, branded bargains at compelling values to our customers.

Financial results for the first quarter of fiscal 2026 were as follows:

•Sales were $6,010 million, compared to $4,985 million in the first quarter of fiscal 2025.

•Comparable store sales increased 17%.

•Operating income was $804 million, compared to $606 million in the first quarter of fiscal 2025.

•Operating income as a percentage of sales was 13.4%, compared to 12.2% in the first quarter of fiscal 2025.

•Net income was $650 million, compared to $479 million in the first quarter of fiscal 2025.

•Diluted earnings per share were $2.02, compared to $1.47 in the first quarter of fiscal 2025.

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 increase customer acquisition and engagement.

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

We believe these initiatives will positively contribute to our performance and support our growth plans.

Store Openings

WeThe ~~opened~~following 40table ~~new~~summarizes ~~stores in~~ the ~~third~~stores ~~quarter~~opened ~~of fiscal 2025, consisting of 36 Ross~~ and ~~four~~closed ~~dd’s~~during ~~DISCOUNTS~~the ~~stores.~~three ~~These~~month ~~store~~periods ~~openings~~ended ~~completed our expansion program for fiscal 2025~~May 2, ~~which~~2026 ~~added a total of 90 new stores~~ and ~~growth~~May 3, ~~into new markets such as Puerto Rico and the New York Metro area.~~2025:

Our long-term strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria. We continue to believe that customers’ focus on value and convenience provides opportunities for us to gain market share.


	Three Months Ended
Store Count	May 2, 2026	May 3, 2025
Ross Dress for Less
Beginning of the period	1,904	1,831
Opened in the period	13	16
Closed in the period	—	—
Total Ross Dress for Less stores end of period	1,917	1,847
dd’s DISCOUNTS
Beginning of the period	363	355
Opened in the period	4	3
Closed in the period	(2)	—
Total dd’s DISCOUNTS stores end of period	365	358
Total stores end of period	2,282	2,205

We opened 17 new stores in the first quarter of fiscal 2026 and remain on track to open a total of approximately 110 new stores this year, comprised of about 85 Ross stores and 25 dd’s DISCOUNTS stores. We expect to open 47 stores in the three month period ending August 1, 2026, including 35 Ross and 12 dd’s DISCOUNTS locations.

Our long-term strategy is to open additional stores based on market penetration, local demographic characteristics, competition, expected store profitability, and the ability to leverage overhead expenses. We continually evaluate opportunistic real estate acquisitions and opportunities for potential new store locations. We also evaluate our current store locations and determine store closures based on similar criteria. 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).

Results of Operations

The following table summarizes our financial results for the three and nine month periods ended November 1, 2025 and November 2, 2024:

	Three Months Ended						Nine Months Ended
	November 1, 2025			November 2, 2024			November 1, 2025			November 2, 2024
Sales
Sales (billions)	$	5.6		$	5.1		$	16.1		$	15.2
Sales growth	10		%	3		%	6		%	6		%
Comparable store sales growth	7		%	1		%	3		%	3		%
Costs and expenses (as a percent of sales)
Cost of goods sold	72.0		%	71.7		%	72.1		%	71.7		%
Selling, general and administrative	16.4		%	16.4		%	16.2		%	16.1		%
Operating income (as a percent of sales)	11.6		%	11.9		%	11.7		%	12.2		%
Interest income, net (as a percent of sales)	(0.6		%)	(0.8		%)	(0.6		%)	(0.9		%)
Net earnings (as a percent of sales)	9.1		%	9.6		%	9.3		%	9.9		%

Sales. Sales for the three month period ended November 1, 2025 increased $0.5 billion, or 10%, compared to the three month period ended November 2, 2024. This was primarily due to the 7% increase in comp store sales of $0.3 billion and an increase in non-comp store sales of $0.2 billion. The 7% comp store sales increase was driven equally by basket and traffic.

Sales for the nine month period ended November 1, 2025 increased $0.9 billion, or 6%, compared to the nine month period ended November 2, 2024. This was primarily due to an increase in non-comp store sales of $0.5 billion and the 3% increase in comp store sales, or $0.4 billion. The 3% comp store sales increase reflects an approximate 2% increase in basket and 1% increase in traffic.

Our sales mix for the three and nine month periods ended November 1, 2025 and November 2, 2024 is shown below:

	Three Months Ended				Nine Months Ended
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Home Accents and Bed and Bath	25	%	25	%	24	%	25	%
Ladies	23	%	23	%	23	%	23	%
Men’s	16	%	16	%	16	%	16	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics	14	%	14	%	15	%	14	%
Shoes	13	%	13	%	13	%	13	%
Children’s	9	%	9	%	9	%	9	%
Total	100	%	100	%	100	%	100	%

~~Cost~~Results of goods sold. Cost of goods sold for the three and nine month periods ended November 1, 2025 increased $0.4 billion and $0.7 billion, respectively, compared to the three and nine month periods ended November 2, 2024, primarily due to the increases in sales.Operations

~~Cost~~The offollowing ~~goods~~table ~~sold~~summarizes asour afinancial ~~percentage~~results ~~of sales~~ for the three month ~~period~~periods ended ~~November~~May 12, ~~2025~~2026 ~~increased~~and ~~approximately 35 basis points compared to the three month period ended November~~May 23, ~~2024, primarily due to a 60 basis point increase in distribution costs mainly due to the deleveraging effect from the opening of our eighth distribution center in Buckeye, Arizona in May~~ 2025 and tariff-related processing costs. Merchandise margin decreased 10 basis points primarily due to tariff-related costs. Partially offsetting these higher costs were lower domestic freight costs of 25 basis points and lower occupancy costs of 10 basis points.:

Cost of goods sold as a percentage of sales for the nine month period ended November 1, 2025 increased approximately 35 basis points compared to the nine month period ended November 2, 2024, primarily due to a 40 basis point increase in distribution costs mainly due to the deleveraging effect from the opening of our eighth distribution center in Buckeye, Arizona in May 2025 and tariff-related processing costs. Merchandise margin decreased 30 basis points primarily due to tariff-related costs. Occupancy costs deleveraged by 5 basis points. Partially offsetting these higher costs were lower domestic freight costs and lower buying costs of 20 basis points each.



	Three Months Ended
	May 2, 2026			May 3, 2025
Sales
Sales (millions)	$	6,010		$	4,985
Sales growth	21		%	3		%
Comparable store sales growth	17		%	—		%

Costs and expenses (as a percent of sales)
Cost of goods sold	70.4		%	71.8		%
Selling, general and administrative	16.2		%	16.0		%

Operating income (as a percent of sales)	13.4		%	12.2		%

Interest income, net (as a percent of sales)	(0.6		%)	(0.7		%)



Net earnings (as a percent of sales)	10.8		%	9.6		%

~~Selling~~Sales. Sales for the three month period ended May 2, ~~general~~2026 ~~and~~increased ~~administrative~~by ~~expenses.~~approximately ~~For~~$1,026 ~~the~~million, ~~three~~or ~~and~~21%, ~~nine~~compared to the three month ~~periods~~period ended ~~November~~May 13, 2025,. ~~selling,~~This ~~general~~was ~~and~~primarily ~~administrative~~due ~~expenses~~to ~~(“SG&A”)~~the ~~increased~~17% increase in comp store sales of $~~0.1~~841 ~~billion~~million and an increase in non-comp store sales of $0185 million.2 ~~billion,~~The ~~respectively,~~17% ~~compared~~increase toin ~~the~~comp ~~three~~store ~~and~~sales ~~nine~~was ~~month~~primarily ~~periods~~driven ~~ended~~by ~~November 2,~~an ~~2024,~~approximately ~~primarily~~11% ~~due~~increase toin ~~higher~~traffic ~~store-related~~and ~~costs~~6% increase in basket.

~~SG&A~~Our ~~as a percentage of~~ sales mix for the three month ~~period~~periods ended ~~November~~May ~~1, 2025 was flat compared to the three month period ended November~~ 2, ~~2024.~~2026 ~~SG&A~~and ~~as a percentage of sales for the nine month period ended November~~May 13, 2025 ~~increased~~is 10shown ~~basis points compared to the nine month period ended November 2, 2024, primarily due to costs associated with our Chief Executive Officer transition.~~below:

Operating income. Operating income as a percentage of sales for the three and nine month periods ended November 1, 2025 decreased by 35 basis points and 45 basis points, respectively, compared to the three and nine month periods ended November 2, 2024, primarily driven by the increase in cost of goods sold as a percentage of sales period-over-period.


	Three Months Ended
	May 2, 2026		May 3, 2025
Home Accents and Bed and Bath	25	%	26	%
Ladies	23	%	23	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics	15	%	15	%
Men’s	14	%	14	%
Shoes	14	%	13	%
Children’s	9	%	9	%
Total	100	%	100	%

~~Operating~~Cost ~~income~~of asgoods asold. ~~percentage~~Cost of ~~sales~~goods sold for the three ~~and nine~~ month ~~periods~~period ended ~~November~~May 12, ~~2025~~2026 ~~included~~increased ~~negative~~by ~~impacts~~approximately of$649 ~~approximately~~million 35compared ~~basis~~to ~~points~~the ~~and~~three 45month ~~basis~~period ~~points~~ended May 3, ~~respectively~~2025, primarily due to ~~tariff-related~~the ~~costs~~increase in sales.

~~Interest~~Cost ~~income,~~of ~~net.~~goods ~~For~~sold ~~the~~as ~~three~~a ~~and~~percentage ~~nine~~of sales for the three month ~~periods~~period ended ~~November~~May 12, ~~2025,~~2026 ~~interest income, net~~ decreased ~~$9 million~~by ~~and~~approximately ~~$31 million,~~145 ~~respectively,~~basis points compared to the three ~~and nine~~ month ~~periods~~period ended ~~November~~May 23, ~~2024~~2025, primarily due to ~~decreased~~an ~~interest~~85 ~~income~~basis ~~both~~point ~~from~~increase ~~lower~~in ~~average~~merchandise ~~interest~~margin. ~~rates~~Occupancy ~~and~~costs ~~from~~levered ~~lower~~by ~~average~~60 ~~cash~~basis ~~balances,~~points. ~~which~~Distribution ~~decreased~~and ~~largely~~domestic ~~due~~freight tocosts ~~our~~declined ~~repayment~~by at15 ~~maturity of $700 million of Senior Notes in April 2025~~ and ~~$250 million~~10 ofbasis ~~Senior~~points, ~~Notes in September 2024~~respectively. ~~The~~Partially ~~decrease~~offsetting inthese ~~interest~~lower ~~income~~costs ~~was~~were ~~partially~~higher ~~offset~~buying bycosts ~~lower~~of ~~interest~~25 ~~expense~~basis ~~primarily~~points ~~due~~from tohigher ~~the~~incentive ~~repayment~~compensation ~~of those Senior Notes~~expense.

The table below shows the components of interest income, net for the three and nine month periods ended November 1, 2025 and November 2, 2024:

	Three Months Ended				Nine Months Ended
($000)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Interest income	$	(42,871)	$	(57,922)	$	(130,065)	$	(181,422)
Capitalized interest	(1,979)		(5,047)		(10,346)		(13,889)
Other interest expense	381		417		1,173		1,142
Interest expense on long-term debt	10,569		20,025		38,583		62,342
Interest income, net	$	(33,900)	$	(42,527)	$	(100,655)	$	(131,827)

~~Taxes on earnings. Our effective tax rate is impacted by changes in tax laws and accounting guidance~~Selling, ~~location~~general ~~of new stores, level of earnings, tax effects associated with stock-based compensation,~~ and ~~the~~administrative ~~resolution of tax positions with various tax authorities~~expenses. ~~Our~~For ~~effective tax rate for~~ the three month period ended ~~November~~May 12, ~~2025 was approximately 25%~~2026, ~~compared to approximately 24% for the three month period ended November 2~~selling, ~~2024.~~general ~~Our~~and ~~effective~~administrative ~~tax~~expenses ~~rate~~(“SG&A”) ~~for~~increased ~~the~~by ~~nine~~approximately ~~month~~$179 ~~period ended November 1~~million, ~~2025 was approximately 25%,~~ compared to ~~approximately 24% for~~ the ~~nine~~three month period ended ~~November~~May 23, ~~2024. The increases in the effective tax rates for the three and nine month periods ended November 1,~~ 2025 ~~compared to the three and nine month periods ended November 2~~, ~~2024 were~~ primarily due to ~~the~~higher ~~tax effects associated with stock~~store-~~based~~related ~~compensation~~costs.

InSG&A ~~July~~as ~~2025,~~a ~~the~~percentage ~~OBBBA,~~of ~~was~~sales ~~signed~~for ~~into law. The OBBBA made several changes to business tax provisions including~~ the ~~reinstatement~~three ofmonth ~~100%~~period ~~bonus~~ended ~~depreciation~~May 2, ~~and~~2026 ~~immediate~~increased ~~expensing~~by ofapproximately ~~domestic~~25 ~~research~~basis ~~and~~points ~~development~~compared ~~expenditures. These changes are not expected~~ to ~~have~~the athree ~~material~~month ~~impact~~period onended ~~our~~May 3, ~~income tax provision for fiscal~~ 2025, ~~but~~primarily ~~are~~due ~~expected~~ to ~~lower~~higher ~~our~~incentive ~~current~~compensation ~~year cash tax payments~~expense.

~~Earnings~~Operating ~~per share~~income. ~~Diluted~~Operating ~~earnings~~income ~~per~~as ~~share~~a ~~for~~percentage ~~the~~of ~~three~~sales ~~month period ended November 1, 2025 was $1.58 compared to $1.48~~ for the three month period ended ~~November~~May 2, ~~2024.~~2026 ~~The~~increased ~~$0.10,~~by orapproximately ~~7%,~~120 ~~increase~~basis inpoints ~~the~~compared ~~diluted~~to ~~earnings per share for~~ the three month period ended ~~November~~May 13, 2025, ~~was~~ primarily ~~attributable~~driven toby anthe ~~approximately~~decrease 5%in ~~increase~~cost inof ~~net~~goods ~~earnings~~sold ~~and~~as a 2%percentage ~~reduction~~of insales ~~weighted~~period-~~average~~over-period, ~~diluted~~partially ~~shares~~offset ~~outstanding,~~by ~~largely~~the ~~due~~increase toin ~~stock~~SG&A ~~repurchases~~as ~~under~~a ~~our~~percentage ~~stock~~of ~~repurchase~~sales ~~program~~period-over-period.

~~Diluted~~Interest ~~earnings per share for the nine month period ended November 1~~income, ~~2025 was $4~~net.61 ~~compared~~For ~~to $4.53 for~~ the ~~nine~~three month period ended ~~November~~May 2, ~~2024. The $0.08~~2026, orinterest 2%income, ~~increase~~net inwas ~~the~~relatively ~~diluted~~flat ~~earnings~~compared ~~per~~to ~~share for~~ the ~~nine~~three month period ended ~~November~~May 13, 2025, ~~was~~as ~~primarily~~shown ~~attributable to a 2% reduction~~ in ~~weighted-average~~the ~~diluted~~table ~~shares outstanding, largely due to stock repurchases under our stock repurchase program.~~ below:

Earnings for both the three and nine month periods ended November 1, 2025 included per share negative impacts of approximately $0.05 and $0.16, respectively, due to tariff-related costs.


	Three Months Ended
($000)	May 2, 2026		May 3, 2025
Interest income	$	(41,051)	$	(46,868)
Capitalized interest	(3,077)		(5,404)
Interest expense on long-term debt	10,333		17,463
Other interest expense	346		400
Interest income, net	$	(33,449)	$	(34,409)

~~Stores~~Taxes on earnings. Our effective tax rates for the three month periods ended May 2, 2026 and May 3, 2025 were approximately 22.4% and 25.2%, respectively. The ~~following~~decrease ~~table~~of ~~summarizes~~2.8% in the ~~stores~~effective ~~opened~~tax rate for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 was primarily due to the tax effects associated with stock-based compensation. Our effective tax rate represents the applicable combined federal and ~~closed~~state ~~during~~statutory rates reduced by the ~~three~~federal benefit of state taxes deductible on federal returns. Our effective tax rate is impacted by changes in tax laws and ~~nine~~accounting ~~month~~guidance, ~~periods~~location ~~ended~~of ~~November 1~~new stores, ~~2025~~level ~~and~~of ~~November 2~~earnings, ~~2024:~~tax effects associated with stock-based compensation, and the resolution of tax positions with various tax authorities.

	Three Months Ended		Nine Months Ended
Store Count	November 1, 2025	November 2, 2024	November 1, 2025	November 2, 2024
Ross Dress for Less
Beginning of the period	1,873	1,795	1,831	1,764
Opened in the period	36	43	80	75
Closed in the period	—	(2)	(2)	(3)
Total Ross Dress for Less stores end of period	1,909	1,836	1,909	1,836
dd’s DISCOUNTS
Beginning of the period	360	353	355	345
Opened in the period	4	4	10	14
Closed in the period	—	(1)	(1)	(3)
Total dd’s DISCOUNTS stores end of period	364	356	364	356
Total stores end of period	2,273	2,192	2,273	2,192

Earnings per share. Diluted earnings per share for the three month period ended May 2, 2026 was $2.02 compared to $1.47 for the three month period ended May 3, 2025. The $0.55, or 37%, increase in diluted earnings per share for the three month period ended May 2, 2026 was primarily attributable to an approximately 36% increase in net earnings and 1% reduction in weighted-average diluted shares outstanding, largely due to stock repurchases under our stock repurchase program.

Financial Condition

Liquidity and Capital Resources

The primary sources of funds for our business activities are cash flows from operations and short-term trade credit. Our primary ongoing cash requirements are for merchandise inventory purchases, payroll, operating and variable lease costs, taxes, capital expenditures related to our new and existing stores, and investments in distribution centers, information systems, and buying and corporate offices. We also use cash to repurchase stock under active stock repurchase programs, repay debt as it becomes due, and pay dividends. ~~The~~In ~~$500 million~~April ~~principal~~2026, ~~amount~~we ofrepaid ~~our~~at ~~0.875%~~maturity $500 million of Senior Notes, isand ~~due~~ in April ~~2026. In April~~ 2025, we repaid at maturity $700 million of ~~our~~ Senior Notes. InAs ~~the third quarter~~ of ~~fiscal~~May 2, ~~2024~~2026, we ~~repaid~~had ~~at maturity~~ $~~250~~ 242 million ofprincipal ~~3.357%~~amount of Senior Notes. that will reach maturity in 2027.

	Nine Months Ended
($ millions)	November 1, 2025		November 2, 2024
Cash provided by operating activities	$	1,905	$	1,474
Cash used in investing activities	(618)		(514)
Cash used in financing activities	(1,955)		(1,481)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents	$	(668)	$	(521)

Our cash flows for the three month periods ended May 2, 2026 and May 3, 2025, are summarized in the table below:


	Three Months Ended
($ millions)	May 2, 2026		May 3, 2025
Cash provided by operating activities	$	836	$	410
Cash used in investing activities	(209)		(207)
Cash used in financing activities	(1,090)		(1,150)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents	$	(463)	$	(947)

Operating Activities

Net cash provided by operating activities ~~was $1.9 billion~~ for the ~~nine~~three month period ended ~~November~~May 12, ~~2025.~~2026 ~~This~~increased ~~was~~by ~~primarily~~approximately ~~driven~~$426 million bycompared ~~net~~to ~~earnings~~the ~~excluding~~three ~~non-cash~~month ~~expenses~~period ~~for~~ended ~~depreciation~~May 3, ~~amortization~~2025, ~~and~~primarily ~~stock-based~~due ~~compensation~~to higher net earnings, ~~partially~~higher ~~offset~~accounts bypayable ~~the~~leverage ~~payment~~(defined ofas ~~fiscal~~Accounts ~~2024~~payable ~~incentive~~divided ~~bonuses.~~by ~~Net~~Merchandise ~~cash~~inventory), ~~provided~~and byhigher ~~operating~~current ~~activities~~year ~~was~~incentive $1compensation accruals.~~5 billion~~ ~~for~~Accounts ~~the~~payable ~~nine~~leverage ~~month~~was ~~period~~89% ~~ended~~and ~~November~~81% as of May 2, ~~2024.~~2026 ~~This~~and ~~was~~May 3, ~~primarily~~2025, ~~driven~~respectively. byThe ~~net~~increase ~~earnings~~in ~~excluding~~accounts ~~non-cash~~payable ~~expenses~~leverage ~~for~~was ~~depreciation,~~primarily ~~amortization,~~due ~~and~~to ~~stock-based~~the ~~compensation,~~timing ~~partially~~of ~~offset~~inventory byreceipts ~~the~~and ~~payment~~related ofpayments ~~fiscal~~versus ~~2023~~last ~~incentive bonuses~~year.

~~The~~Packaway ~~$0.4 billion~~merchandise ~~increase~~is purchased with the intent that it will be stored in ~~cash~~our ~~flow~~warehouses ~~provided~~until bya ~~operating~~later ~~activities~~date. ~~for~~As ~~the~~a ~~nine~~regular ~~month~~part ~~period~~of ~~ended~~our ~~November 1~~business, ~~2025~~packaway ~~compared~~inventory tolevels ~~the~~will ~~same~~vary ~~period~~over time based on availability of compelling merchandise purchase opportunities in the ~~prior~~marketplace ~~fiscal~~and ~~year~~our ~~was~~decisions ~~primarily~~on ~~driven~~the bytiming ~~higher~~for ~~accounts~~release ~~payable~~of ~~leverage~~that ~~(defined~~inventory asto ~~Accounts~~our ~~payable~~stores. ~~divided~~The bytiming ~~Merchandise~~of the release of packaway inventory), ~~lower~~to ~~taxes~~our ~~paid~~stores is principally driven by the product mix and seasonality of the merchandise, and ~~lower~~its ~~incentive~~relation ~~bonus~~to ~~payments.~~our ~~Accounts~~store ~~payable~~merchandise ~~leverage~~assortment ~~was~~plans. ~~85%~~As ~~and~~such, ~~82%~~the asaging of ~~November 1,~~packaway ~~2025~~varies by merchandise category and ~~November 2,~~seasonality ~~2024~~of purchase, ~~respectively.~~but ~~The~~typically ~~increase~~packaway remains in ~~accounts~~storage ~~payable~~for ~~leverage~~less ~~was~~than ~~primarily~~six ~~due~~months. We expect to ~~the~~continue ~~timing~~to take advantage of packaway inventory ~~receipts~~opportunities ~~and~~to ~~related~~maximize ~~payments~~our ~~versus~~ability ~~last~~to ~~year~~deliver bargains to our customers.

AsChanges ain ~~regular part of our business,~~ packaway inventory levels ~~will~~affect ~~vary over time based on availability of compelling merchandise purchase opportunities in the marketplace and~~ our ~~decisions~~operating oncash ~~the timing for release of that inventory to our stores~~flow. ~~Packaway~~As ~~merchandise is purchased with the intent that it will be stored in our warehouses until a later date. The timing~~ of ~~the~~May 2, ~~release~~2026, ofJanuary 31, ~~packaway inventory to our stores is principally driven by the product mix and seasonality of the merchandise~~2026, and ~~its relation to our store merchandise assortment plans. As such~~May 3, ~~the~~2025 ~~aging of~~ packaway ~~varies~~inventory bywas ~~merchandise~~36%, ~~category~~37%, and ~~seasonality~~41% of ~~purchase,~~total ~~but typically packaway remains in storage for less than six months. We expect to continue to take advantage of packaway~~ inventory, ~~opportunities to maximize our ability to deliver bargains to our customers~~respectively.

Changes in packaway inventory levels affect our operating cash flow. As of November 1, 2025, February 1, 2025, and November 2, 2024 packaway inventory was 36%, 41%, and 38% of total inventory, respectively.

Investing Activities

Net cash used in investing activities ~~was $0.6 billion and $0.5 billion~~ for the ~~nine~~three month ~~periods~~period ended ~~November~~May ~~1, 2025 and November~~ 2, ~~2024,~~2026 ~~respectively, and~~ was ~~related~~relatively toflat ~~our~~compared ~~capital expenditures. Our capital expenditures include costs~~ to ~~open~~the ~~new~~three ~~stores~~month ~~and~~period ~~improve~~ended ~~existing stores~~May 3, ~~build, expand, and improve distribution centers, and for various other expenditures related to our information technology systems and buying and corporate offices~~2025.

22Capital expenditures for fiscal 2026 are projected to be approximately $1.1 billion. Our planned capital expenditures for fiscal 2026 include costs to open new stores and improve existing stores, investments in our supply chain to support long-term growth, including construction of our next distribution centers, investments in our information technology systems, and for various other expenditures related to our stores, distribution centers, and buying and corporate offices. We expect to fund capital expenditures with available cash.

The $0.1 billion increase in cash used in investing activities for the nine month period ended November 1, 2025, compared to the same period in the prior fiscal year, was primarily due to higher capital expenditures in the current year related to the construction of our next distribution center in Randleman, North Carolina.

Capital expenditures for fiscal 2025 are currently projected to be approximately $800 million. Our remaining planned capital expenditures for fiscal 2025 are for costs related to existing and future new stores, investment in our supply chain to support long-term growth, including construction of our next distribution center, investment in our information technology systems, and for various other expenditures related to our stores, distribution centers, and buying and corporate offices. We expect to fund capital expenditures with available cash.

Financing Activities

Net cash used in financing activities ~~was $2.0 billion~~ for the ~~nine~~three month period ended ~~November~~May 12, ~~2025~~2026 ~~primarily~~decreased ~~resulting~~by ~~from~~approximately ~~stock~~$60 million ~~repurchases~~compared ~~under~~to ~~our stock repurchase program,~~ the ~~repayment~~three atmonth ~~maturity~~period ofended ~~the $700~~May ~~million~~3, ~~principal~~2025, ~~amount~~primarily ofdue ~~4.600%~~to lower Senior Notes ~~in April 2025~~repayments, ~~and~~partially ~~dividend~~offset ~~payments.~~by ~~Net~~higher ~~cash~~stock ~~used~~purchased ~~in financing activities was $1.5 billion~~ for ~~the~~tax ~~nine month period ended November 2~~withholding, ~~2024~~and ~~primarily~~higher ~~resulting from~~ stock repurchases under our stock repurchase program~~, dividend payments, and the repayment at maturity of the $250 million principal amount of 3~~.~~375% Senior Notes in the third quarter of fiscal 2024.~~

~~The~~Revolving $0credit facility.5 As of May ~~billion~~2, ~~increase~~2026, inwe ~~cash~~had ~~used~~no inborrowings ~~financing~~or ~~activities~~standby ~~for~~letters ~~the~~of ~~nine~~credit ~~month~~outstanding ~~period~~under ~~ended~~the ~~November 1,~~Credit ~~2025~~Facility, ~~compared~~and towe ~~the~~were ~~same~~in ~~period~~compliance inwith the ~~prior~~financial ~~fiscal~~covenant. ~~year,~~Refer ~~was~~to ~~primarily~~Note ~~due~~E: Debt in the Notes to ~~higher~~Condensed ~~Senior~~Consolidated ~~Note~~Financial ~~repayments~~Statements for additional information.

~~Revolving~~Senior ~~credit facilities~~notes. ~~In June 2025, we entered into a $1.3 billion 2025 Credit Facility, which replaced our previous $1.3 billion unsecured credit facility.~~ As of ~~November~~May 12, ~~2025~~2026, we had noapproximately ~~borrowings~~$1.0 orbillion ~~standby letters~~ of ~~credit~~ outstanding ~~under~~Senior ~~the 2025 Credit Facility~~Notes, ~~our~~of ~~2025~~which ~~Credit~~$241 million ~~Facility~~was ~~remained~~classified in ~~place~~Current ~~and~~Liabilities ~~available,~~on ~~and~~our weCondensed ~~were~~Consolidated inBalance ~~compliance~~Sheet ~~with~~for the ~~financial~~period ~~covenant~~ended May 2, 2026. Refer to Note E: Debt in the Notes to Condensed Consolidated Financial Statements for additional information.

Senior notes. As of November 1, 2025, we had approximately $1.5 billion of outstanding unsecured Senior Notes, of which $499 million was classified in Current Liabilities on our Condensed Consolidated Balance Sheet for the period ended November 1, 2025. Refer to Note E: Debt in the Notes to Condensed Consolidated Financial Statements for additional information.22

~~Other~~Stock ~~financing activities~~Repurchases. In March ~~2024~~2026, our Board of Directors approved a new, two-year program to repurchase up to $2.155 billion of our common stock through ~~fiscal~~January 29, ~~2025~~2028. During the ~~nine~~three month period ended ~~November~~May 12, ~~2025~~2026, we repurchased 51.65 million shares of common stock for $~~787~~318.57 million (excluding excise tax) under this program. AsRefer to Note A: Summary of ~~November 1,~~Significant ~~2025,~~Accounting ~~there~~Policies ~~was~~in ~~$262.5~~the ~~million~~Notes ~~available~~to the Condensed Consolidated Financial Statements for ~~repurchase~~additional ~~under~~information ~~this~~relating to our stock repurchase program.

Dividends. On ~~November 19~~May 20, ~~2025~~2026, our Board of Directors declared a quarterly cash dividend of $0.~~4050~~4450 per common share, payable on ~~December~~June 3130, ~~2025~~2026. ~~The Board of Directors declared quarterly cash dividends of $0.4050 per common share in March, May, and August 2025, and $0.3675 per common share in March, May, August, and November 2024.~~

~~For~~Our ~~the~~Board ~~nine~~of ~~month~~Directors ~~periods~~declared ~~ended~~a ~~November 1,~~quarterly ~~2025~~cash ~~and~~dividend ~~November 2,~~of ~~2024,~~$0.4450 weper ~~paid~~common share in March 2026. Our Board of Directors declared a quarterly cash ~~dividends~~dividend of $~~397~~0.~~2 million~~4050 ~~and~~per ~~$367.5 million~~common share in March, ~~respectively.~~May, August, and November 2025.

~~Short-term~~For ~~trade credit represents a significant source of financing for merchandise inventory. Trade credit arises from customary payment terms and trade practices with our vendors. We regularly review~~ the ~~adequacy~~three ofmonth ~~credit~~periods ~~available~~ended ~~to us from all sources~~May 2, 2026 and ~~expect to be able to maintain adequate trade credit~~May 3, ~~bank credit~~2025, ~~and~~we ~~other~~paid ~~credit~~cash ~~sources~~dividends toof ~~meet~~$143.6 million ~~our capital~~ and ~~liquidity~~$133.3 million, ~~requirements~~respectively.

WeOther ~~ended~~financing ~~the~~activities. ~~third~~Short-term ~~quarter~~trade ofcredit ~~fiscal~~represents ~~2025~~a ~~with~~significant ~~$4.1~~source ~~billion~~ of ~~unrestricted~~financing ~~cash~~for ~~balances,~~merchandise ~~which were held primarily in overnight money market funds invested in U~~inventory.S. ~~treasury~~Trade ~~and~~credit ~~government~~arises ~~instruments~~from ~~across~~customary apayment ~~highly~~terms ~~diversified set of banks~~ and ~~other~~trade ~~financial~~practices ~~institutions.~~with ~~We also have $1.3 billion available under~~ our ~~2025 Credit Facility~~vendors. We ~~estimate~~regularly ~~that~~review ~~existing~~the ~~cash~~adequacy ~~and~~of ~~cash~~credit ~~equivalent~~available ~~balances,~~to ~~cash~~us ~~flows~~ from ~~operations,~~all ~~our 2025 Credit Facility~~sources, and ~~trade~~expect ~~credit are adequate~~ to ~~meet~~be ~~our~~able ~~operating cash needs and~~ to ~~fund~~maintain ~~our~~adequate ~~common~~trade ~~stock repurchases~~credit, ~~planned~~bank ~~capital investments~~credit, ~~quarterly dividend payments, debt repayments,~~ and ~~interest~~other ~~payments,~~credit ~~for~~sources atto ~~least~~meet ~~the~~our ~~next~~capital 12and ~~months~~liquidity requirements.

23We ended the first quarter of fiscal 2026 with $4.1 billion of unrestricted cash balances, which were held primarily in bank deposits, money market mutual funds, and U.S. Government and agency securities across a highly diversified set of banks and other financial institutions. We also have $1.3 billion available under our Credit Facility. We estimate that existing cash and cash equivalent balances, cash flows from operations, our Credit Facility, and trade credit are adequate to meet our operating cash needs and to fund our common stock repurchases, planned capital investments, quarterly dividend payments, debt repayments, and interest payments, for at least the next 12 months.

Contractual Obligations ~~and Off-Balance Sheet Arrangements~~

As of ~~November~~May 12, ~~2025~~2026, there have been no material changes to our contractual obligations as disclosed in our Annual Report on Form 10-K as of ~~February~~January 131, ~~2025~~2026, other than those which occur in the ordinary course of business.

Standby letters of credit and collateral trust. We use standby letters of credit outside of our revolving credit facility and a funded trust to collateralize some of our insurance obligations. As of November 1, 2025, February 1, 2025, and November 2, 2024, we had $1.0 million, $1.8 million, and $2.2 million, respectively, in standby letters of credit outstanding. As of November 1, 2025, February 1, 2025, and November 2, 2024, we had $66.0 million, $63.9 million, and $63.2 million, respectively, held in a collateral trust. The standby letters of credit are collateralized by restricted cash and the collateral trust consists of restricted cash and cash equivalents.

Critical Accounting Estimates

During the ~~third~~first quarter of fiscal ~~2025~~2026, there were no significant changes to the critical accounting estimates discussed in our Annual Report on Form 10-K for the year ended ~~February~~January 131, ~~2025~~2026.

Forward-Looking Statements

This report contains a number of forward-looking statements regarding, without limitation, projected sales, costs and earnings, planned new store growth, capital expenditures, liquidity, and other matters. These forward-looking statements reflect our then-current beliefs, plans, and estimates with respect to future events and our projected financial performance, operations, and competitive position. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “outlook,” “looking ahead,” and similar expressions identify forward-looking statements.

Future impact from inflation, changes in tariffs on imported goods, interest rate changes, ~~tariffs,~~ ongoing military conflicts and economic sanctions, ~~climate change,~~ extreme weather, public health crises (including pandemics), natural disasters, and other economic, regulatory, consumer spending, and industry events and trends that could potentially adversely affect our revenue, profitability, operating conditions, and growth are difficult to predict. Our forward-looking statements are subject to risks and uncertainties which could cause our actual results to differ materially from those forward-looking statements and our previous expectations, plans, and projections. ~~Such~~Risks ~~risks~~ and uncertainties, ~~are~~any ~~not~~of ~~limited~~which tocould ~~but~~adversely affect our sales, profitability, and growth, and harm our business may include (but are not limited to):

•~~Uncertainties~~Adverse ~~arising~~changes ~~from~~in the macroeconomic environment, ~~including~~government ~~inflation~~regulations and ~~the price of necessities~~policies, ~~high~~geopolitical ~~interest rates~~conditions, ~~housing costs, energy~~ and ~~fuel costs,~~ financial and credit market conditions, recession concerns, geopolitical conditions, government policies and enforcement practices with respect to immigration, government shutdowns, and public health and public safety issues may affect consumer confidence, consumer disposable income, and shopping behavior, as well as our costsmarkets.

•~~Unexpected~~Continuing ~~changes~~inflation inand ~~the~~other ~~level~~external ofeconomic ~~consumer~~events ~~spending~~and ~~on,~~trends ormay ~~preferences~~have ~~for,~~significant ~~apparel~~negative effects on our costs, and ~~home-related~~also ~~merchandise~~on ~~could~~consumer ~~adversely~~confidence, ~~affect~~shopping usbehavior, and spending.

~~•Competitive pressures in the apparel and home-related merchandise retailing industry.~~23

•Tariff increases (or threats of increases), and other changes and uncertainty in U.S. trade or tax policy regarding apparel, home-related merchandise, shoes, and other goods we sell that is produced in other countries.

•Competitive pressures and the pace of change in the retailing industry.

•Unexpected changes in the level of consumer spending or preferences.

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

•Our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to source and purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices.

•Our need to expand in existing markets and enter new geographic markets in order to achieve growth.

•Our need to obtain acceptable new store sites with favorable consumer demographics in order to achieve growth.

•Our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies, as well as labor shortages, increased turnover, or increased labor costs.

•Our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins.

•~~Changes~~Information inor ~~U.S.~~data ~~tax,~~security ~~tariff~~breaches, orincluding ~~trade~~cyberattacks ~~policy~~on ~~regarding~~our ~~apparel,~~transaction ~~shoes,~~processing and ~~home-related~~computer ~~merchandise~~information ~~produced~~systems, inincluding ~~China~~malware ~~and~~intrusion, ~~other~~data ~~countries~~exfiltration, ~~could~~identity ~~significantly~~theft, and ~~adversely~~other ~~affect~~types ~~our~~of ~~business.~~cybersecurity ~~While~~threats, wecould ~~directly~~disrupt ~~import only a small portion of~~ our ~~merchandise~~operations, ~~more~~result ~~than~~in ~~half~~theft ofor ~~the~~unauthorized ~~goods~~disclosure weof ~~sell~~our ~~originate~~confidential ~~from~~and ~~China.~~valuable ~~Elevated~~business ~~tariff~~information ~~levels~~or oncredit ~~goods~~card ~~imported~~and ~~into~~other ~~the~~customer ~~United~~information, ~~States from China~~ and ~~other~~could ~~countries may~~ disrupt our ~~merchandise~~operations, ~~purchasing~~damage ~~patterns~~our reputation, increase our costs, and ~~put~~create ~~pressure~~significant onlegal ~~our margins and profitability~~exposure.

•~~Risks~~Disruptions ~~associated~~in ~~with~~our ~~importing~~supply ~~and~~chain ~~selling~~or ~~merchandise~~in ~~produced~~our ininformation ~~China~~systems ~~and~~could ~~other~~impact ~~countries,~~our ~~including~~ability ~~risks~~to ~~from~~process ~~supply~~sales ~~chain~~and ~~disruption,~~to ~~shipping~~deliver ~~delays,~~product ~~and~~to ~~higher~~our ~~than~~stores ~~expected~~in ~~ocean~~a ~~freight~~timely ~~costs~~and cost-effective manner.

•~~Unseasonable~~Risks ~~weather~~associated orwith ~~extreme~~importing ~~temperatures that may affect shopping patterns~~ and ~~consumer~~selling ~~demand~~merchandise ~~for~~produced ~~seasonal~~in ~~apparel and~~ other ~~merchandise~~countries.

•~~Our~~Damage ~~dependence~~to ~~on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of~~ our ~~buyers~~corporate toreputation ~~anticipate~~or ~~consumer preferences and to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices~~brands.

•~~Information~~A natural or ~~data security breaches, including cyber~~man-~~attacks~~made ondisaster ~~our~~in ~~transaction~~a ~~processing~~region ~~and~~where ~~computer~~we ~~information~~have ~~systems,~~a ~~which~~concentration ~~could disrupt our operations, and result in theft or unauthorized disclosure~~ of ~~confidential and valuable business information~~stores, ~~such as customer~~offices, ~~credit card, employee,~~ or ~~other~~a ~~private~~distribution ~~and valuable information that we handle in the ordinary course of our business~~center.

•Disruptions in our supply chain or in our information systems, including from ransomware or other cyber-attacks could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner.

•Our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned store openings.

•Our need to expand in existing markets and enter new geographic markets in order to achieve planned growth and market penetration.

•Consumer problems or legal issues involving the quality, safety, or authenticity of products we sell could harm our reputation, result in lost sales, and/or increase our costs.

•An adverse outcome in various legal, regulatory, or tax matters, orcould ~~the~~damage ~~adoption~~our ofreputation ~~new federal~~ or ~~state~~brand ~~tax~~and ~~legislation that increases tax rates or adds new taxes could~~ increase our costs.

•Damage to our corporate reputation or brands could adversely affect our sales and operating results.

•Our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies.

•Our need to effectively advertise and market our business.

•Possible volatility in our revenues and earnings.

•A public health or public safety crisis, or a natural or man-made disaster in California or another region where we have a concentration of stores, offices, or a distribution center could harm our business.

•Our need to maintain sufficient liquidity to support our continuing operations and our new store openings.

The factors underlying our forecasts are dynamic and subject to change. As a result, any forecasts or forward-looking statements speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We disclaim any obligation to update or revise these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which primarily include changes in interest rates. We do not engage in financial transactions for trading or speculative purposes.

WeInterest ~~may~~that ~~occasionally~~is ~~use~~payable ~~forward~~on ~~contracts~~our toCredit ~~hedge~~Facility ~~against~~is ~~fluctuations~~based inon ~~foreign~~variable ~~currency~~interest ~~prices.~~rates Weand ~~had~~is notherefore ~~outstanding~~affected ~~forward~~by ~~contracts~~changes asin market interest rates. As of ~~November~~May 12, ~~2025~~2026, we had no borrowings outstanding under the Credit Facility.

As of May 2, 2026, we had outstanding four series of unsecured Senior Notes. Interest that is payable on ~~our~~all ~~2025~~series ~~Credit~~of ~~Facility~~our Senior Notes is based on ~~variable~~fixed interest rates, and is therefore ~~affected~~unaffected by changes in market interest rates. ~~As of November 1, 2025, we had no borrowings outstanding under the 2025 Credit Facility.~~

As of November 1, 2025, we had outstanding five series of unsecured Senior Notes. Interest that is payable on all series of our Senior Notes is based on fixed interest rates, and is therefore unaffected by changes in market interest rates.

We receive interest payments on our cash and cash equivalents and restricted cash and cash equivalents. Changes in interest rates may impact the interest income we recognize in the future.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have ~~had~~ a material negative impact on our financial position, results of operations, cash flows, or the fair values of our cash and cash equivalents and restricted cash and cash equivalents as of and for the three month orperiod ~~nine month periods~~ ended ~~November~~May 12, ~~2025~~2026. We do not consider the potential losses in future earnings and cash flows from reasonably possible, near-term changes in interest rates to be material.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that reasonable assurance level as of the end of the period covered by this report.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Quarterly Evaluation of Changes in Internal Control Over Financial Reporting

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 ~~third~~first ~~fiscal~~ quarter of ~~2025~~fiscal 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there was no such change during the ~~third~~first ~~fiscal~~ quarter of ~~2025~~fiscal 2026.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The matters under the caption “~~Litigation,~~Commitments ~~claims,~~ and ~~assessments~~contingencies” in Note A: Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements are incorporated herein by reference.

ITEM 1A. RISK FACTORS

~~Our financial condition, results of operations, cash flows, and the performance of our common stock may be adversely affected by a number of risk factors, including those provided below.~~ See Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2025~~2026 for a ~~further~~ description of risks and uncertainties associated with our business.

~~MACROECONOMIC~~ITEM ~~AND~~2. ~~RETAIL~~UNREGISTERED ~~INDUSTRY~~SALES ~~BUSINESS~~OF ~~RISKS~~EQUITY SECURITIES AND USE OF PROCEEDS

WeInformation ~~are~~regarding ~~subject~~shares toof ~~impacts~~common ~~from~~stock ~~changes~~we inrepurchased during the ~~macroeconomic~~first ~~environment,~~quarter ~~financial and credit markets, geopolitical conditions, and government regulation or policy. Continuing inflation, tariff increases (or threats~~ of ~~increases),~~fiscal ~~potential~~2026 ~~supply~~is ~~chain~~as disruptions, and other external events may have significant negative effects on our costs, and also on consumer confidence, shopping behavior, and spending, which may adversely affect our sales and profitability.follows:

Elevated inflation, rapidly changing and increased tariffs on goods imported into the United States, other government policy and regulatory changes, geopolitical conflicts, bank failures, public health crises, and other potential, adverse developments and related uncertainties, could reduce demand for our merchandise, disrupt our buying patterns, increase our cost of goods, create shortages of merchandise, cause shipping delays and 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, 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 its trade policy (particularly toward China).


	Total number of shares (or units) purchased1	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs ($000)2
Period
February
(2/1/2026 - 2/28/2026)	—	$	—	—	$	—
March
(3/1/2026 - 4/4/2026)	1,286,091	211.99		666,209	2,408,340
April
(4/5/2026 - 5/2/2026)	802,280	224.73		788,196	2,231,250
Total	2,088,371	$	216.88	1,454,405	$	2,231,250

~~Consumer~~1 ~~spending~~We ~~levels~~acquired ~~and~~634,000 ~~shopping~~shares ~~behaviors~~of ~~for~~treasury ~~the~~stock ~~merchandise~~during ~~we sell are affected by many external macroeconomic factors. In addition to consumer sensitivity to~~ the ~~price~~quarter ~~points~~ended ~~and value differentiation we offer on the merchandise we sell~~May 2, ~~elevated~~2026. ~~inflation,~~Treasury ~~including~~stock ~~increased~~includes ~~fuel~~shares ~~and~~acquired ~~energy~~from ~~costs,~~employees ~~food~~for ~~prices, interest rates, housing costs, wage rates, unemployment levels, availability of consumer credit, consumer debt levels, income~~ tax ~~rates~~withholding ~~and~~purposes ~~the~~related ~~timing of tax refunds, various government policies and practices (including enforcement practices with respect~~ to ~~immigration,~~vesting ~~particularly in regions with a relatively high concentration~~ of ~~Hispanic~~restricted ~~customers,~~stock which is an important demographic group within our overall customer base), 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 merchandisegrants.

2 On March 3, 2026, we announced that our Board of Directors approved a new, two-year program to repurchase up to $2.55 billion of our common stock through January 29, 2028.

ITEM 6. EXHIBITS

Changes and uncertainty in U.S. trade or tax policy regarding apparel, shoes and home-related merchandise produced in China and other countries could adversely affect our business.


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.

10.1			Form of Executive Employment Agreement for Executive Officers (CA)

10.2			Form of Executive Employment Agreement for Executive Officers (NON-CA)

10.3			Executive Employment Agreement effective March 16, 2026 between Michael Hartshorn and Ross Stores, Inc.

10.4			Executive Employment Agreement effective March 16, 2026 between Karen Fleming and Ross Stores, Inc.

15			Letter re: Unaudited Interim Financial Information from Deloitte & Touche LLP dated June 2, 2026 .

31.1			Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).

31.2			Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).

32.1			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

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A predominant portion of the apparel, shoes, home-related merchandise, and other goods we sell is originally manufactured in other countries, including China. While we directly import only a small portion of our merchandise, more than half of the goods we sell originate from China. The U.S. government has indicated a willingness to significantly change existing trade policies, and has imposed dramatically increased tariffs on goods imported into the United States, in particular on goods produced in China. This exposes us to risks of disruption and significant cost increases in our established patterns for sourcing our 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 China and other countries could significantly increase our cost of goods and/or increase our effective tax rate. Although such changes would have implications across the entire retail sector, we may fail to effectively adapt and manage the adjustments in sourcing strategy that would be necessary in response to those changes. In addition to the general uncertainty and overall risk from potential changes in laws and policies, as we make business decisions in the face of uncertainty as to potential changes, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail to effectively adapt our business strategies and manage the adjustments that are necessary in response to those changes. These risks could adversely affect our revenues and expenses, increase our effective tax rates, and reduce our profitability and market share.

STRATEGIC RISKS

We are subject to risks associated with importing and selling merchandise produced in other countries.

Risks in importing and selling such merchandise include increased tariffs and more stringent quotas, economic and supply chain disruptions, uncertainties and adverse economic conditions (including shipping capacity limitations, cost increases, inflation, recession, and exchange rate fluctuations), foreign government regulations, employment and labor matters, concerns relating to human rights, working conditions, and other issues in factories or countries where merchandise is produced, transparency of sourcing and supply chains, exposure on product warranty and intellectual property issues, consumer perceptions of the safety of imported merchandise, geopolitical conflict (including wars and fears of war), political unrest, natural disasters, regulations to address climate change, and trade restrictions.

A predominant portion of the 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 China. We also buy products that originate from foreign sources indirectly through domestic vendors and manufacturers’ representatives. More than half of the merchandise we sell is originally manufactured in China. Although our foreign purchases of merchandise are negotiated and paid for in U.S. dollars, increased tariffs or other import duties on goods imported into the United States, or decreases in the value of the U.S. dollar relative to foreign currencies, could increase the cost of products we purchase from overseas vendors and from domestic vendors who are reselling foreign-produced goods. When we are the importer of record, we may be subject to regulatory or other requirements similar to those applicable to a manufacturer.

To the extent that our vendors are located overseas or rely on overseas sources for a large portion of their products, any event causing a disruption, delay, or increase in the cost of imports, including imposition of import or other restrictions such as product detention, war, acts of terrorism, natural disasters, or public health issues could adversely affect our business. The flow of merchandise from our vendors could also be adversely affected by global shipping capacity limitations, labor stoppages, or by financial or political instability in any of the countries in which the goods we purchase are manufactured. Trade restrictions in the form of tariffs or quotas, or both, applicable to the products we sell could also affect the importation of those products and could increase the cost and reduce the supply of products available to us. We cannot predict whether China or any of the 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 increased tariffs or trade restrictions imposed by the U.S. or foreign governments or the likelihood, type, or effect of any such restrictions.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~SIGNATURE

Information regarding shares of common stock we repurchased during the third quarter of fiscal 2025 is as follows:

	Total number of shares (or units) purchased1	Average pricepaid per share(or unit)	Total number ofshares(or units)purchased aspart of publiclyannouncedplans orprograms	Maximum number(or approximatedollar value) ofshares (or units)that may yet bepurchased underthe plans orprograms ($000)
Period
August
(8/3/2025 - 8/30/2025)	464,446	$146.59	455,372	$458,260
September
(8/31/2025 - 10/4/2025)	809,394	$149.36	713,966	$351,480
October
(10/5/2025 - 11/1/2025)	571,385	$155.73	571,385	$262,500
Total	1,845,225	$150.64	1,740,723	$262,500

1 We acquired 105,000 shares of treasury stock during the quarter ended November 1, 2025. Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants.

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

ITEM 5. OTHER INFORMATION

Insider Adoption of Trading Arrangements:

During the three months ended November 1, 2025, none of our directors or executive officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” except as follows:

On October 10, 2025, Michael J. Hartshorn, Group President and Chief Operating Officer, and a member of our Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 49,000 shares of common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on September 30, 2026, or when all shares under the plan are sold.

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.
10.1			Executive Employment Agreement effective October 1, 2025 between William W. Sheehan II and Ross Stores, Inc.
15			Letter re: Unaudited Interim Financial Information from Deloitte & Touche LLP dated December 9, 2025.
31.1			Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
31.2			Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
32.1			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
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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 thereunto duly authorized.

		ROSS STORES, INC.
		(Registrant)
Date:	~~December~~June 92, ~~2025~~2026	By:	/s/ Jeffrey P. Burrill
			Jeffrey P. Burrill
			Group Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)

3028

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