Fleming Karen 4

What Happened Karen Fleming, President and CMO of Ross Dress for Less (Ross Stores, ROST), received a 12,868-share performance award on March 20, 2026 (code A, granted at $0.00). To satisfy tax withholding (code F), 9,931 shares were disposed at $211.19 per share, generating proceeds of $2,097,328 to cover tax liabilities.

Key Details

• Transaction dates: award and withholding recorded on 2026-03-20; Form 4 filed 2026-03-24 (filed within the typical 2-business-day window).
• Award: 12,868 shares issued pursuant to a performance award under the 2017 Equity Incentive Plan (code A, $0.00 acquisition price).
• Tax withholding: 9,931 shares disposed at $211.19 each for a total of $2,097,328 (code F — shares withheld/sold to cover taxes).
• Vesting schedule (from footnote): 3,861 shares vested 2026-03-20; 3,860 shares vest 2027-03-19; 5,147 shares vest 2028-03-17.
• Shares owned after transaction: not specified in the provided Form 4 excerpt.
• No indication in the excerpt of a 10b5-1 plan or other trading plan.

Context

• This filing reflects a performance-based equity award being settled and the typical sell-to-cover (tax withholding) that follows vesting — not an open-market cash purchase or a proactive sale for investment reasons. Such withholdings are a routine administrative step and do not, by themselves, signal insider sentiment about the stock.