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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section and other parts of this Form 10-K 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 ITEM 1A. RISK FACTORS in this Annual Report on Form 10-K. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

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 1,904 locations in 44 states, the District of Columbia, Guam, and Puerto Rico as of January 31, 2026. Ross offers first-quality, in-season, 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 363 dd’s DISCOUNTS stores in 22 states as of January 31, 2026 that feature a more moderately-priced assortment of first-quality, in-season 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.

Fiscal Years

The fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024 are referred to as fiscal 2025, fiscal 2024, and fiscal 2023, respectively. Fiscal 2025 and 2024 were each 52-week years. Fiscal 2023 was a 53-week year.

The discussion that follows relates to fiscal 2025 and fiscal 2024. Discussion of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Annual Report on Form 10-K can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operationsin our Annual Report on Form 10-K for fiscal 2024.

Fiscal 2025 Highlights

Financial results for fiscal 2025 were as follows:

•Sales were $22,751 million, compared to $21,129 million in fiscal 2024.

•Comparable store sales increased 5%.

•Operating income was $2,707 million, compared to $2,586 million in fiscal 2024.

•Operating income as a percentage of sales was 11.9%, compared to 12.2% in fiscal 2024.

•Net income was $2,145 million, compared to $2,091 million in fiscal 2024.

•Diluted earnings per share were $6.61, compared to $6.32 in fiscal 2024.

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 strengthen customer awareness and engagement.

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

While we believe these initiatives are contributing positively to our business, there remains uncertainty in the broader environment in which we operate. We continue to monitor ongoing macroeconomic factors such as tariffs, inflation, and geopolitical conditions. Our initiatives and our focus on providing merchandise that resonates with our customers remain central to supporting our efforts to drive sustainable, profitable growth.

Store Openings

The following table summarizes the stores opened and closed during fiscal 2025, 2024, and 2023:

Ross Dress for Less

Closed in the period (7) (8) (1)

Total Ross Dress for Less stores end of period 1,904 1,831 1,764

dd’s DISCOUNTS

Closed in the period (2) (4) (2)

Total dd’s DISCOUNTS stores end of period 363 355 345

The number of stores at the end of fiscal 2025, 2024, and 2023 increased by 4%, 4%, and 5% from the respective prior years. Our fiscal 2025 expansion program added 90 new stores, and included entry into new geographic markets such as Puerto Rico and the New York Metro area.

The total selling square footage as of January 31, 2026, February 1, 2025, and February 3, 2024 was 45.1 million, 43.9 million, and 42.8 million, respectively.

Looking forward to 2026, we expect to open approximately 110 new stores, which represents 5% growth. We are planning to open 85 Ross stores and 25 dd’s DISCOUNTS stores in 2026, which reflects the reacceleration of growth for dd’s DISCOUNTS. 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 fiscal 2025, 2024, and 2023:

Sales

Sales growth 8 % 4 % 9 %

Comparable store sales growth 5 % 3 % 5 %

Costs and expenses (as a percent of sales)

Selling, general and administrative 15.8 % 15.5% 16.0%

Operating income (as a percent of sales) 11.9 % 12.2% 11.3%

Interest income, net (as a percent of sales) (0.6) % (0.8)% (0.8)%

Net earnings (as a percent of sales) 9.4 % 9.9% 9.2%

Sales. Sales for fiscal 2025 increased approximately $1,621 million, or 8%, compared to the prior year. This was primarily due to the 5% increase in comparable store sales of approximately $961 millionand an increase in non-comparable store sales of approximately $660 million. The 5% increase in comparable store sales was driven by an approximate 3% increase in basket and 2% increase in traffic.

Our sales mix is shown below for fiscal 2025, 2024, and 2023:

Home Accents and Bed and Bath 26 % 26 % 26 %

Accessories, Lingerie, Fine Jewelry, and Cosmetics 15 % 15 % 15 %

Children’s 9 % 9 % 8 %

Cost of goods sold. Cost of goods sold in fiscal 2025 increased approximately $1,187 million compared to the prior year, primarily due to the increase in sales.

Cost of goods sold as a percentage of sales for fiscal 2025 increased approximately 10 basis points from fiscal 2024, primarily due to a 25 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. Merchandise margin decreased 20 basis points primarily due to tariff-related costs. Partially offsetting these higher costs were lower domestic freight costs of 20 basis points, lower buying costs of 10 basis points, and 5 basis points of leverage in occupancy costs.

Selling, general and administrative expenses. For fiscal 2025, selling, general and administrative expenses (“SG&A”) increased approximately $313 million compared to the prior year, primarily due to higher store-related costs.

In December 2024, we completed the sale of a packaway warehouse facility and recognized a pre-tax gain on sale of $61.6 million. SG&A as a percentage of sales for fiscal 2025 increased 25 basis points compared to fiscal 2024, primarily due to the gain recognized from this sale in fiscal 2024.

Operating income. Operating income as a percentage of sales for fiscal 2025 decreased by 35 basis points compared to fiscal 2024, as both SG&A and cost of goods sold increased as a percentage of sales period-over-period.

We expect our operating income as a percentage of sales to be slightly higher in fiscal 2026 than in fiscal 2025, reflecting higher merchandise margin and lower distribution costs, partially offset by higher store-related costs related to our key initiatives.

Interest income, net.In fiscal 2025, interest income, net decreased by approximately $37 million compared to fiscal 2024, primarily due to decreased interest income both from lower average interest rates and from lower average cash balances, which decreased largely due to our repayment at maturity of unsecured senior debt (“Senior Notes”) of $700 million in April 2025 and $250 million in September 2024. The decrease in interest income was partially offset by lower interest expense primarily due to the repayment of those Senior Notes.

The table below shows the components of interest income, net for fiscal 2025, 2024, and 2023:

Capitalized interest (13) (20) (12)

Other interest expense 2 2 2

Interest expense on long-term debt 49 81 84

Taxes on earnings. Our effective tax rates for fiscal 2025, 2024, and 2023 were approximately 24.5%, 24.2%, and 24.2%, respectively. The increase in the effective tax rate compared to the prior year was primarily due to the tax effects associated with stock-based compensation. Our effective tax rate represents the applicable combined federal and state statutory rates reduced by the federal benefit of state taxes deductible on federal returns. Our effective tax rate is impacted by changes in tax law and accounting guidance, location of new stores, level of earnings, tax effects associated with stock-based compensation, and the resolution of tax positions with various tax authorities.

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 did not have a material impact to our consolidated financial statements in fiscal 2025.

Earnings per share. Diluted earnings per share in fiscal 2025 was $6.61 compared to $6.32 in the prior year. The $0.29, or 5%, increase in diluted earnings per share in fiscal 2025 was primarily attributable to a 3% increase in net earnings and a 2% reduction in weighted-average diluted shares outstanding largely due to stock repurchases under our stock repurchase program.

Fiscal 2025 earnings included an estimated unfavorable tariff-related impact of approximately $0.16 per share. Fiscal 2024 earnings included a per share benefit of approximately $0.14 from the sale of the packaway warehouse facility.

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 $500 million principal amount of our 0.875% Senior Notes is due in April 2026. In April 2025, we repaid at maturity $700 million of Senior Notes, and in September 2024 we repaid at maturity $250 million of Senior Notes.

Cash provided by operating activities $ 3,027 $ 2,357 $ 2,514

Cash used in investing activities (819) (637) (763)

Operating Activities

Net cash provided by operating activities was approximately $3,027 million in fiscal 2025. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, and stock-based compensation, partially offset by the payment of fiscal 2024 incentive bonuses in fiscal 2025. Net cash provided by operating activities was approximately $2,357 million in fiscal 2024. This was primarily driven by net earnings excluding non-cash expenses for depreciation, amortization, stock-based compensation, and the gain on sale of a packaway warehouse facility, partially offset by the payment of fiscal 2023 incentive bonuses in fiscal 2024.

The approximately $670 million increase in cash provided by operating activities in fiscal 2025 compared to fiscal 2024 was primarily driven by higher accounts payable leverage(defined as Accounts payable divided by Merchandise inventory), lower taxes paid, lower incentive bonus payments, and higher net earnings. Accounts payable leverage was 91% and 87% as of January 31, 2026 and February 1, 2025, respectively. The increase in accounts payable leverage was primarily due to the timing of inventory receipts and related payments versus the prior year.

As a regular part of our business, packaway inventory levels will vary over time based on availability of compelling merchandise purchase opportunities in the marketplace and our decisions on the timing for release of that inventory to our stores. Packaway merchandise is purchased with the intent that it will be stored in our warehouses until a later date. The timing of the release of packaway inventory to our stores is principally driven by the product mix and seasonality of the merchandise, and its relation to our store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, 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.

Changes in packaway inventory levels affect our operating cash flow. Packaway inventory was 37% of total inventory at the end of fiscal 2025, compared to 41% at the end of fiscal 2024.

Investing Activities

Net cash used in investing activities was approximately $819 million in fiscal 2025, primarily related to our capital expenditures. Net cash used in investing activities was approximately $637 million in fiscal 2024, primarily related to our capital expenditures, partially offset by cash proceeds from the sale of the packaway warehouse facility. Our capital expenditures include costs to open new stores and improve existing stores, build, expand, and improve distribution centers, and for various other expenditures related to our information technology systems and buying and corporate offices.

The approximately $182 millionincrease in cash used in investing activities in fiscal 2025 compared to fiscal 2024 was primarily due to higher capital expenditures in the current year related to the construction of our next distribution center in Randleman, North Carolina, and cash proceeds received in the prior year from the sale of the packaway facility.

Our capital expenditures over the last three years are set forth in the table below:

Distribution and transportation $ 297 $ 260 $ 306

Information systems, corporate, and other 101 96 80

Capital 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 increase in our planned capital expenditures for fiscal 2026 compared to fiscal 2025 is primarily driven by investments in new stores and existing stores, investments in our next distribution centers, and various investments in our information technology systems.

Financing Activities

Net cash used in financing activities was approximately $2,342 million in fiscal 2025, primarily resulting from stock repurchases under our stock repurchase program, the repayment at maturity of $700 million of Senior Notes in April 2025, and dividend payments. Net cash used in financing activities was approximately $1,859 million in fiscal 2024, primarily resulting from stock repurchases under our stock repurchase program, dividend payments, and the repayment at maturity of $250 million of Senior Notes in September 2024.

The approximately $484 millionincrease in cash used in financing activities in fiscal 2025 compared to fiscal 2024 was primarily due to higher Senior Notes repayments.

Revolving credit facilities. In 2025, we entered into a new, $1.3 billion senior unsecured revolving credit facility (the “2025 Credit Facility”), which replaced our previous $1.3 billion unsecured credit facility. As of January 31, 2026, we had no borrowings or standby letters of credit outstanding under the 2025 Credit Facility, our 2025 Credit Facility remained in place and available, and we were in compliance with the financial covenant. Refer to Note D: Debtin the Notes to Consolidated Financial Statements for additional information.

Senior notes. As of January 31, 2026, we had approximately $1.5 billion of outstanding Senior Notes, of which approximately $500 million was classified within Current Liabilities on our Consolidated Balance Sheet. Refer to Note D: Debtin the Notes to Consolidated Financial Statements for additional information.

Other financing activities.

Stock Repurchases

The following table summarizes our stock repurchase activity in fiscal 2025, 2024, and 2023:

1 Amount excludes excise tax due under the Inflation Reduction Act of 2022.

In March 2026, our Board of Directors approved a new, two-year program to repurchase up to $2.55 billion of the Company’s common stock through January 29, 2028.

Refer to Note H: Shareholders’ Equity in the Notes to Consolidated Financial Statements for additional information relating to our stock repurchase program.

Dividends

On March 3, 2026, our Board of Directors declared a quarterly cash dividend of $0.4450 per common share, payable on March 31, 2026.

Our Board of Directors declared a cash dividend of $0.4050 per common share in March, May, August, and November 2025. Our Board of Directors declared a cash dividend of $0.3675 per common share in March, May, August, and November 2024, and a cash dividend of $0.3350 per common share in February, May, August, and November 2023.

During fiscal 2025, 2024, and 2023, we paid dividends of $528.1 million, $488.7 million, and $454.8 million, respectively.

Other

Short-term trade credit represents a significant source of financing for our merchandise inventory. Trade credit arises from customary payment terms and trade practices with our vendors. We regularly review the adequacy of credit available to us from all sources and expect to be able to maintain adequate trade credit, bank credit facility, and other credit sources to meet our capital and liquidity requirements.

During fiscal 2025, fiscal 2024, and fiscal 2023, our liquidity and capital requirements were provided by available cash and cash flows from operations.

We ended fiscal 2025 with $4.6 billion of unrestricted cash balances, which were held primarily in overnight money market funds invested in U.S. treasury and government instruments across a highly diversified set of banks and other financial institutions. We also have $1.3 billion available under our 2025 Credit Facility. We estimate that existing cash and cash equivalent balances, cash flows from operations, our 2025 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, and debt repayments, and interest payments for at least the next 12 months.

Contractual Obligations

The table below presents our significant contractual obligations as of January 31, 2026:

Less than1 year Greater than 1 year Total1

($ millions)

Recorded contractual obligations:

Unrecorded contractual obligations:

2 Our New York buying office building is subject to a 99-year ground lease.

Supply chain finance program. We facilitate a voluntary supply chain finance program (“SCF program”) to provide certain suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. A third-party financial institution administers the SCF program. Our responsibility is limited to making payments on the terms originally negotiated with each supplier, regardless of whether a supplier sells its receivable to a financial institution. We are not a party to the agreements between the participating financial institutions and the suppliers in connection with the SCF program, and we do not receive financial incentives from the suppliers or the financial institutions. We do not provide guarantees under the SCF program, and our rights and obligations to our suppliers are not affected by the SCF program. The range of payment terms negotiated with a supplier is consistent, irrespective of whether a supplier participates in the SCF program.

All outstanding payments owed under the SCF program are recorded within Accounts payable in the Consolidated Balance Sheets. We account for all payments made under the SCF program as a reduction to operating cash flows in Accounts payable within the Consolidated Statements of Cash Flows. The amounts owed to participating financial institutions under the SCF program and included in Accounts payable were $208.2 million and $159.2 million as of January 31, 2026 and February 1, 2025, respectively.

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 January 31, 2026 and February 1, 2025, we had $1.0 million and $1.8 million, respectively, in standby letters of credit outstanding. As of January 31, 2026 and February 1, 2025, we had $66.6 million and $63.9 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.

Other than the unrecorded contractual obligations noted above, we did not have any material off-balance sheet arrangements as of January 31, 2026.

Other

Critical Accounting Estimates

The preparation of our consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts. These estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and on various other factors that management believes to be reasonable. We believe the following critical accounting estimates describe the more significant judgments and estimates used in the preparation of our consolidated financial statements and are not intended to be a comprehensive list of all of our accounting estimates.

Merchandise inventory.Our merchandise inventory is stated at the lower of cost (determined using a weighted-average basis) or net realizable value. Inventory we purchase can either be shipped to stores or processed as packaway merchandise with the intent that it will be warehoused and released to stores at a later date. Merchandise inventory includes acquisition, transportation, processing, and storage costs. Included in the carrying value of our merchandise inventory is a provision for shortage. The shortage reserve is based on historical shortage rates as determined through our annual physical inventory counts and cycle counts. Historically, our actual physical inventory count results have shown our provision for shortage to be reliable. A five percent change in shortage rates as of January 31, 2026would not have materially impacted our cost of goods sold in fiscal 2025.

Insurance obligations.We use a combination of insurance and self-insurance for a number of risk management activities, including workers’ compensation, general liability, and employee-related health care benefits. Our self-insurance and deductible liability is determined actuarially, based on claims filed and an estimate of claims incurred but not reported. Should a greater amount of claims occur compared to what is estimated or the costs of medical care increase beyond what was anticipated, our recorded reserves may not be sufficient and additional charges could be required. A five percent increase or decrease in our insurance reserves would not have materially impacted our net earnings in fiscal 2025.

Recent Accounting Pronouncements

Refer to Note A: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for a discussion of recent accounting pronouncements and their impact to our Consolidated Financial Statements.

Forward-Looking Statements

Our Annual Report on Form 10-K for fiscal 2025, and information we provide in our Annual Report to Stockholders, press releases, and other investor communications (including those on our corporate website), may contain a number of forward-looking statements regarding, without limitation, projected sales, costs and earnings, planned new store growth and entry into new geographic markets, 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, increases in tariffs on imported goods, interest rate changes, ongoing military conflicts and economic sanctions, extreme weather, public health crises (including pandemics), natural disasters, and other economic, regulatory, consumer spending, and industry 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. Refer to ITEM 1A. RISK FACTORS in this Annual Report on Form 10-K for a more complete discussion of risk factors for Ross and dd’s DISCOUNTS. The factors underlying our forecasts and plans 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 7A. 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.

Interest that is payable on our revolving credit facility is based on variable interest rates and is, therefore, affected by changes in market interest rates. As of January 31, 2026, we had no borrowings outstanding under our revolving credit facility.

As of January 31, 2026, 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 on our short- and long-term investments. Changes in interest rates may impact interest income recognized in the future, or the fair value of our investment portfolio.

A hypothetical 100 basis point increase or decrease in prevailing market interest rates would not have a material negative impact on our consolidated financial position, results of operations, cash flows, or the fair values of our short- and long-term investments as of and for the year ended January 31, 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Earnings

Fiscal Year Ended

Costs and Expenses

Earnings per share

Weighted-average shares outstanding (000)

Consolidated Statements of Comprehensive Income

Fiscal Year Ended

Other comprehensive income — — —

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

Consolidated Balance Sheets

Assets

Current Assets

Property and Equipment

Liabilities and Stockholders’ Equity

Current Liabilities

Commitments and contingencies

Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity

Additional paid-in capital

Common stock Treasury stock Retained earnings

(000) Shares Amount Total

Consolidated Statements of Cash Flows

Fiscal Year Ended

Cash Flows From Operating Activities

Gain on sale of property — (61,575) —

Change in assets and liabilities:

Cash Flows From Investing Activities

Proceeds from sale of property — 82,642 —

Cash Flows From Financing Activities

Excise tax paid on repurchase of common stock (9,443) (8,798) —

Cash and cash equivalents, and restricted cash and cash equivalents:

Supplemental Cash Flow Disclosures

Notes to Consolidated Financial Statements

Note A: Summary of Significant Accounting Policies

Business.Ross Stores, Inc. and its subsidiaries (the “Company”) is an off-price retailer of first-quality, in-season, brand name and designer apparel, accessories, footwear, and home fashions for the entire family. At the end of fiscal 2025, the Company operated 1,904 Ross Dress for Less® (“Ross”) locations in 44 states, the District of Columbia, Guam, and Puerto Rico and 363 dd’s DISCOUNTS® stores in 22 states. The Ross and dd’s DISCOUNTS stores are supported by the Company’s headquarters, buying offices, and its network of distribution centers and warehouses.

Basis of presentation and fiscal year.The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany transactions and accounts have been eliminated.The Company follows the National Retail Federation fiscal calendar and utilizes a 52-53 week fiscal year whereby the fiscal year ends on the Saturday nearest to January 31. The fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024 are referred to as fiscal 2025, fiscal 2024, and fiscal 2023, respectively. Fiscal 2025 and 2024 were each 52-week years. Fiscal 2023 was a 53-week year.

Use of accounting estimates.The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles in the United States of America (“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 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 I: 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 by primarily 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 January 31, 2026, February 1, 2025, and February 3, 2024, the Company had $1.0 million, $1.8 million, and $2.2 million, respectively, in standby letters of credit outstanding. As of January 31, 2026, February 1, 2025, and February 3, 2024, the Company had $66.6 million, $63.9 million, and $60.8 million, respectively, in a collateral trust.

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

Restricted cash and cash equivalents included in:

Estimated fair value of financial instruments. The carrying value of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, other long-term assets, accounts payable, and other long-term liabilities approximates their estimated fair value. Refer to Note B: Fair Value Measurementsand Note D: Debt for additional information.

Merchandise inventory.Merchandise inventory is stated at the lower of cost (determined using a weighted-average basis) or net realizable value. Inventory purchased by the Company can either be shipped to stores or processed as packaway merchandise with the intent that it will be warehoused and released to stores at a later date. Merchandise inventory includes acquisition, transportation, processing, and storage costs. The timing of the release of packaway inventory to the stores is principally driven by the product mix, seasonality of the merchandise, and its relation to the Company’s store merchandise assortment plans. As such, the aging of packaway varies by merchandise category and seasonality of purchase, but typically packaway remains in storage less than six months. Included in the carrying value of the Company’s merchandise inventory is a provision for shortage. The shortage reserve is based on historical shortage rates as determined through our annual physical merchandise inventory counts and cycle counts.

Property and equipment.Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful life of the asset, typically ranging fromthree years to 12 years for equipment, 20 years to 40 years for land improvements and buildings, and three years to seven years for computer software costs incurred in developing or obtaining software for internal use. The cost of leasehold improvements is amortized over the useful life of the asset or the applicable lease term, whichever is less. The Company capitalizes interest during the construction period of facilities and during the development and implementation phase of software projects. Interest capitalized was $12.7 million, $19.4 million, and $12.1 million in fiscal 2025, 2024, and 2023, respectively.

As of January 31, 2026, February 1, 2025, and February 3, 2024, the Company had $72.1 million, $85.4 million, and $78.2 million, respectively, of property and equipment purchased but not yet paid. These purchases are included in Property and Equipment and the related liabilities are included in Accounts payable and Accrued expenses and other in the accompanying Consolidated Balance Sheets.

In fiscal 2024, the Company completed the sale of a packaway warehouse facility and recognized a pre-tax gain on sale of $61.6 million which was included within Selling, general and administrative on the Consolidated Statements of Earnings. Cash proceeds from the sale of the facility were $82.6 million.

Depreciation and amortization expense on property and equipment for fiscal 2025, 2024, and 2023 were as follows:

Other long-term assets.Other long-term assets as of January 31, 2026 and February 1, 2025 consisted of the following:

Impairment of long-lived assets.Property and other long-term assets that are subject to depreciation and amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated undiscounted future cash flows. For stores that are closed, the Company records an impairment charge, if appropriate, or accelerates depreciation over the revised useful life of the asset. Intangible assets that are not subject to amortization, including goodwill, are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired.No material impairment charges were recorded during fiscal 2025, 2024, and 2023.

Accounts payable.Accounts payable represents amounts owed to third parties at the end of the period. Accounts payable includes book cash overdrafts (checks issued under zero balance accounts not yet presented for payment) in excess of cash balances in such accounts of approximately $74.3 million and $71.3 million at January 31, 2026 and February 1, 2025, respectively. The Company includes the change in book cash overdrafts in operating cash flows.

Supply chain finance program.The Company facilitates a voluntary supply chain finance program (“SCF program”) to provide certain suppliers with the opportunity to sell their receivables due from the Company to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. A third-party financial institution administers the SCF program. The Company’s responsibility is limited to making payments on the terms originally negotiated with each supplier, regardless 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, and the Company does not receive financial incentives from the suppliers or the financial institutions. The 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. The range of payment terms negotiated with a supplier is consistent, irrespective of whether a supplier participates in the SCF program.

All outstanding payments owed under the SCF program are recorded within Accounts payable in the Consolidated Balance Sheets. The Company accounts for all payments made under the SCF program as a reduction to operating cash flows in Accounts payable within the Consolidated Statements of Cash Flows. The amounts owed to participating financial institutions under the SCF program and included in Accounts payable were $208.2 million and $159.2 million as of January 31, 2026 and February 1, 2025, respectively.

The following table is a reconciliation of the outstanding obligations confirmed as valid under the Company’s SCF program for fiscal 2025 and 2024:

Confirmed obligations outstanding at the end of the year $ 208,176 $ 159,209

Insurance obligations.The Company uses a combination of insurance and self-insurance for a number of risk management activities, including workers’ compensation, general liability, and employee-related health care benefits. The self-insurance and deductible liability is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.Self-insurance and deductible reserves as of January 31, 2026 and February 1, 2025 consisted of the following:

Workers’ compensation and self-insured medical plan liabilities are included in Accrued payroll and benefits, and accruals for general liability are included in Accrued expenses and other in the accompanying Consolidated Balance Sheets.

Other long-term liabilities.Other long-term liabilities as of January 31, 2026 and February 1, 2025 consisted of the following:

Lease accounting.As the Company’s leases generally do not provide an implicit discount rate, the Company uses the estimated collateralized incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments for use in the calculation of the operating lease liabilities and right-of-use assets. This rate is determined using a portfolio approach based on the risk-adjusted rate of interest and requires estimates and assumptions including credit rating, credit spread, and adjustments for the impact of collateral. The Company believes that this is the rate it would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar lease term. Operating lease liabilities and corresponding right-of-use assets include options to extend lease terms that are reasonably certain of being exercised. The Company does not record a lease liability and corresponding right-of-use asset for leases with terms of 12 months or less and accounts for lease and non-lease components as a single lease component. The Company’s lease portfolio is comprised of operating leases with the lease cost recorded on a straight-line basis over the lease term. Refer to Note E: Leases for additional information.

Revenue recognition.The Company recognizes revenue at the point of sale, net of sales taxes collected and an allowance for estimated future returns. The Company recognizes allowances for estimated sales returns on a gross basis as a reduction to sales. The liability recorded for refunds due to customers was $25.2 million, $24.1 million, and $23.7 million as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively. The asset recorded for the expected recovery of merchandise inventory was $12.8 million, $12.4 million, and $12.1 million as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively. Sales taxes collected that are outstanding and the allowance for estimated future returns are included in Accrued expenses and other, and the asset for expected recovery of merchandise is included in Prepaid expenses and other in the Consolidated Balance Sheets.

Sales of stored value cards are deferred until they are redeemed for the purchase of Company merchandise. The Company’s stored value cards do not have expiration dates. Based upon historical redemption rates, a small percentage of stored value cards will never be redeemed, which represents breakage. Breakage is estimated and recognized as revenue based upon the historical pattern of customer redemptions. Breakage was not material to the consolidated financial statements in fiscal 2025, 2024, and 2023.

The following sales mix table disaggregates revenue by merchandise category for fiscal 2025, 2024, and 2023:

Home Accents and Bed and Bath 26 % 26 % 26 %

Accessories, Lingerie, Fine Jewelry, and Cosmetics 15 % 15 % 15 %

Children’s 9 % 9 % 8 %

Cost of goods sold.In addition toproduct costs, the Company includes in cost of goods sold its buying, distribution, and freight expenses, as well as occupancy costs and depreciation and amortization related to the Company’s retail stores, buying, and distribution facilities. Buying expenses include costs to procure merchandise inventories. Distribution expenses include the cost of operating the Company’s distribution centers, warehouses, and cross-dock facilities.

Store pre-opening.Store pre-opening costs are expensed in the period incurred.

Advertising.Advertising costs are expensed in the period incurred and are included in Selling, general and administrative expenses. Advertising costs for fiscal 2025, 2024, and 2023 were $82.0 million, $70.2 million, and $67.7 million, respectively.

Stock-based compensation.The Company recognizes compensation expense based upon the grant date fair value of all stock-based awards, typically over the vesting period. Refer to Note C: Stock-Based Compensation for more information on the Company’s stock-based compensation plans.

Interest income, net.Interest income, net primarily includes interest income, capitalized interest, interest expense on long-term debt, and other interest expense.

The table below shows the components of interest income, net for fiscal 2025, 2024, and 2023:

Taxes on earnings.The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than changes in the tax law or tax rates. ASC 740 clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s consolidated financial statements. ASC 740 prescribes a recognition threshold of more-likely-than-not and a measurement standard for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the consolidated financial statements. Refer to Note F: Taxes on Earnings for additional information.

Treasury stock.The Company records treasury stock at cost. Treasury stock includes shares purchased from employees for tax withholding purposes related to vesting of equity plan awards.

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. In fiscal 2025, 2024, and 2023 approximately 15,300, 49,600, and 200 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:

Shares in (000s) Basic EPS Effect of dilutivecommon stockequivalents DilutedEPS

Recently adopted accounting standards. In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. It requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation and the amount of income taxes paid as well as additional income tax related amounts. The Company adopted ASU 2023-09 for the fiscal year ended January 31, 2026 on a prospective basis. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Recently issued accounting standards. In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):Disaggregation of Income Statement Expenses. The ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 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

FASB ASC 820, Fair Value Measurement,establishes a three-tier fair value hierarchy 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.

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 is determined using quoted 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 January 31, 2026 and February 1, 2025 are as follows:

Restricted cash and cash equivalents (Level 1) $ 67,581 $ 65,718

The underlying assets in the Company’s nonqualified deferred compensation program are included in Other long-term assets and Other long-term liabilities on the Consolidated Balance Sheets. As of January 31, 2026, the underlying assets consisted of participant-directed mutual funds (Level 1) and fixed-income securities (Level 2). The mutual funds all have quoted market prices in active markets and are classified as Level 1. The fixed-income securities are measured at contract value, which represents the amount available to participants upon withdrawal and are classified as Level 2. As of February 1, 2025, the underlying assets primarily consisted of participant-directed mutual funds that had quoted market prices in active markets and were classified as Level 1.

The fair value of the Company’s nonqualified deferred compensation program assets as of January 31, 2026 and February 1, 2025 are as follows:

Fixed-income securities (Level 2) 37,122 —

Note C: Stock-Based Compensation

On May 17, 2017, the Company’s stockholders approved the Ross Stores, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan had an initial share reserve of 12.0 million shares of the Company’s common stock, which could be increased by a maximum of 5.5 million shares from certain expired, withheld, or forfeited shares from the 2017 Plan or the predecessor plan. The 2017 Plan provides for various types of incentive awards, which may potentially include the grant of stock options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, and deferred compensation awards.

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

In fiscal 2024, the Company also granted a performance-conditioned restricted stock unit award (“PRSU”) in connection with the hiring of its new CEO. The PRSU is subject to vesting based on both service and market-based conditions, over a period that ends in March 2029. The fair value of the PRSU on the grant date was $6.9 million, determined using a Monte Carlo simulation model, and will be amortized to expense over the service period.

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

A summary of stock awards activity for fiscal 2025 is presented below:

Number of shares (000) Weighted-averagegrant datefair value

All unvested shares at January 31, 2026, with the exception of the PRSU shares, are only subject to service vesting conditions. The 51,164 PRSU shares awarded in fiscal 2024 all remain unvested as of January 31, 2026. The weighted-average grant date fair value of the PRSU shares was $135.83.

The unamortized stock award compensation expense at January 31, 2026 and February 1, 2025 was $209.9 million and $229.3 million, respectively, which are expected to be recognized over a weighted-average remaining period of 1.5 years and 1.7 years, respectively. Intrinsic value for unvested stock awards, defined as the closing market value per share on the last business day of fiscal year 2025 (or $188.65), applied to the unvested shares was $719.5 million. A total of 6.8 million, 7.3 million, and 7.8 million shares were available under the 2017 Plan for new stock awards at the end of fiscal 2025, 2024, and 2023, respectively.

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value 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.

During fiscal 2025, 2024, and 2023, employees purchased approximately 0.2 million, 0.2 million, and 0.3 million shares, respectively, of the Company’s common stock under the plan at weighted-average per share prices of $122.71, $126.18, and $98.86, respectively. Through January 31, 2026, approximately 41.7 million shares had been issued under this plan and 3.3 million shares remained available for future issuance.

For fiscal 2025, 2024, and 2023, the Company recognized stock-based compensation expense as follows:

Capitalized stock-based compensation cost was not material in any year presented.

Total stock-based compensation recognized in the Company’s Consolidated Statements of Earnings for fiscal 2025, 2024, and 2023 is as follows:

The tax benefits related to stock-based compensation expense for fiscal 2025, 2024, and 2023were $28.2 million, $29.6 million, and $29.6 million, respectively.

Note D: Debt

Long-term debt.Unsecured senior debt (the “Senior Notes”), net of unamortized discounts and debt issuance costs, as of January 31, 2026 and February 1, 2025 consisted of the following:

1 Net of unamortized discount and debt issuance costs of $7.4 million and $10.2 million as of January 31, 2026 and February 1, 2025, 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 2025, the Company repaid at maturity the $700 million principal amount of the 4.600% Senior Notes.

The aggregate fair value of the remaining five outstanding series of Senior Notes was approximately $1.5 billion as of January 31, 2026. The aggregate fair value of the six outstanding series of Senior Notes was approximately $2.1 billion as of February 1, 2025. 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.

The following table shows scheduled annual principal payments on long-term debt:

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 January 31, 2026, 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 E: Leases

The Company currently leases its store locations with original, non-cancelable terms that in general range from three years to ten years. Store leases typically contain provisions for three to four renewal options of five years each. The exercise of lease renewal options is at the sole discretion of the Company. Most store leases also provide for minimum annual rentals and for payment of variable lease costs. In addition, some store leases also have provisions for additional rent based on a percentage of sales (“percentage rent”) and others include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual guarantees or material restrictive covenants. The Company does not have any financing leases.

The Company leases certain distribution/warehouse facilities with expiration dates ranging from 2027 to 2031 and the majority contain renewal provisions. The Company also leases office space for its Los Angeles and Boston buying offices. The lease terms for these facilities expire in 2027 and 2028, respectively. The Los Angeles and Boston buying office facilities contain renewal provisions. In addition, the Company has a ground lease related to its New York buying office.

The following table presents net operating lease cost included in the Consolidated Statement of Earnings for fiscal 2025, 2024, and 2023:

1 Net of sublease income which was immaterial.

3 Excludes short-term lease costs which were immaterial.

The maturity of operating lease liabilities, including the ground lease related to the New York buying office as of January 31, 2026, are as follows:

($000) Operating Leases1

Present value of lease liabilities $ 3,694,732

Less: current operating lease liabilities 727,855

Non-current operating lease liabilities $ 2,966,877

The weighted-average remaining lease term and the weighted-average discount rate for operating leases as of January 31, 2026 and February 1, 2025 are as follows:

Weighted-average remaining lease term (years):

Weighted-average discount rate:

The following table presents cash paid for amounts included in the measurement of operating lease liabilities and operating lease assets obtained in exchange for operating lease liabilities (includes new leases and remeasurements or modifications of existing leases) for fiscal 2025, 2024, and 2023:

Note F: Taxes on Earnings

The provision for income taxes for fiscal 2025, 2024, and 2023 consisted of the following:

Current

Deferred

The provision for taxes for financial reporting purposes is different from the tax provision computed by applying the U.S. federal statutory income tax rate. For fiscal 2025, 2024, and 2023, the differences are reconciled in the tables below:

Amount Percent

Federal income taxes at the statutory rate $ 596,853 21.0 %

State and local income taxes, net of federal income tax effect1 94,238 3.3 %

Federal income taxes at the statutory rate 21.0 % 21.0 %

The components of deferred taxes at January 31, 2026 and February 1, 2025 are as follows:

Deferred Tax Assets

Less: Valuation allowance (116) (583)

Deferred Tax Liabilities

At the end of fiscal 2025 and 2024, the Company’s state tax credit carryforwards for income tax purposes were approximately $8.6 million and $9.6 million, respectively. The state tax credit carryforwards will begin to expire in fiscal 2032. As of January 31, 2026 and February 1, 2025, the Company has provided a valuation allowance of $0.1 million and $0.6 million, respectively, for deferred tax assets related to state tax credits that are not expected to be realized.

The changes in amounts of unrecognized tax benefits (gross of federal tax benefits and excluding interest and penalties) at fiscal 2025, 2024, and 2023 are as follows:

Gross increases:

Gross decreases:

At the end of fiscal 2025, 2024, and 2023, the reserves for unrecognized tax benefits were $61.3 million, $62.2 million, and $58.6 million inclusive of $7.2 million, $7.9 million, and $6.2 million of related reserves for 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, $48.9 million would impact the Company’s effective tax rate. 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 tax assets and liabilities. These amounts are net of federal and state income taxes.

The Company is open to audit by the Internal Revenue Service under the statute of limitations for fiscal years 2022 through 2025. The Company’s state income tax returns are generally open to audit under the various statutes of limitations for fiscal years 2021 through 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 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 did not have a material impact to the consolidated financial statements in fiscal 2025.

The following table presents the supplemental cash flow disclosures for Income taxes paid, net for fiscal 2025:

Total Income taxes paid, net $ 605,565

Note G: Employee Benefit Plans

The Company has a defined contribution plan that is available to employees who meet the eligibility criteria defined in the plan document. Under the plan, employee and Company contributions and accumulated plan earnings qualify for favorable tax treatment under Section 401(k) of the Internal Revenue Code. This plan permits employees to make contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches up to 4% of the employee’s salary up to the plan limits. A similar type of plan is available for eligible employees in Puerto Rico. Company matching contributions to the plans were $30.7 million, $28.6 million, and $26.9 million in fiscal 2025, 2024, and 2023, respectively.

The Company also makes available to management a Nonqualified Deferred Compensation Plan which allows eligible employees to make payroll contributions on a pre-tax basis. Other long-term assets include $218.7 million and $196.8 million at January 31, 2026 and February 1, 2025, respectively, of long-term plan investments, at market value, set aside or designated for the Nonqualified Deferred Compensation Plan. Refer to Note B: Fair Value Measurements for additional information. Plan investments are designated by the participants, and investment returns are not guaranteed by the Company. The Company has a corresponding liability to participants of $218.7 million and $196.8 million at January 31, 2026 and February 1, 2025, respectively, included in Other long-term liabilities in the Consolidated Balance Sheets.

In addition, the Company has certain individuals who receive or will receive post-employment medical benefits. The estimated liability for these benefits of $11.9 million and $13.2 million is included in Accrued expenses and other in the accompanying Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025, respectively.

Note H: Shareholders’ Equity

Stock repurchase program. In March 2024, the Company’s Board of Directors approved a two-year program to repurchase up to $2.1 billion of the Company’s common stock. This program was completed at the end of fiscal 2025 and followed the previously completed two-year $1.9 billion stock repurchase program, effective through fiscal 2023.

The following table summarizes the Company’s stock repurchase activity in fiscal 2025, 2024, and 2023:

1 Amount excludes excise tax due under the Inflation Reduction Act of 2022.

In March 2026, the Company’s Board of Directors approved a new, two-year program to repurchase up to $2.55 billion of the Company’s common stock through January 29, 2028.

Treasury stock. As of January 31, 2026 and February 1, 2025, the Company held 17.0 million and 16.4 million shares of treasury stock, respectively. Shares repurchased for tax withholding are considered treasury shares which are available for reissuance. Shares purchased by the Company for tax withholding totaled 0.6 million, 0.6 million, and 0.5 million shares for fiscal 2025, 2024, and 2023, respectively.

Preferred stock.The Company has 4.0 million shares of preferred stock authorized, with a par value of $.01 per share. No preferred stock is issued or outstanding.

Dividends.On March 3, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.4450 per common share, payable on March 31, 2026. The Company’s Board of Directors declared a cash dividend of $0.4050 per common share in March, May, August, and November 2025. The Company’s Board of Directors declared a cash dividend of $0.3675 per common share in March, May, August, and November 2024. The Company’s Board of Directors declared a cash dividend of $0.3350 per common share in February, May, August, and November 2023. During fiscal 2025, 2024, and 2023, the Company paid dividends of $528.1 million, $488.7 million, and $454.8 million, respectively.

Note I: Segment Reporting

The Company has two operating segments; Ross and dd’s DISCOUNTS. 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 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 fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024:

Less:

Costs and Expenses1

Note J: Litigation, Claims, and Assessments

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 remains pending as of January 31, 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.

In the opinion of 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 Company’s financial condition, results of operations, or cash flows.

Note K: Subsequent Events

On February 20, 2026, the United States Supreme Court issued a decision that tariffs imposed in 2025 under the International Emergency Economic Powers Act were not authorized under the statute. The Company is currently evaluating the impact of this ruling and any subsequent rulings by lower courts on refunds on its operations and consolidated financial statements, including the amount and timing of any potential recoveries of incremental tariffs paid under this statute.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Ross Stores, Inc. and subsidiaries (the “Company”) as of January 31, 2026 and February 1, 2025, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

March 30, 2026

We have served as the Company’s auditor since 1982.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as set forth inInternal Control — Integrated Framework (2013). Based on our evaluation under the framework inInternal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of January 31, 2026.

Our internal control over financial reporting as of January 31, 2026 has also been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion as to the effectiveness of our internal control over financial reporting is stated in their report, dated March 30, 2026, which is included in Item 8 in this Annual Report on Form 10-K.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 fourth fiscal quarter of 2025 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 fourth fiscal quarter.

ITEM 9B. OTHER INFORMATION

None

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 401 of Regulation S-K is incorporated herein by reference to the section entitled “Executive Officers of the Registrant” at the end of Item I of this report; and to the section of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on Wednesday, May 20, 2026 (the “Proxy Statement”) entitled “Information Regarding Nominees and Incumbent Directors.” Information required by Item 405 of Regulation S-K is incorporated by reference to the Proxy Statement under the section titled “Delinquent Section 16(a) Reports.” Since our last Annual Report on Form 10-K, we have not made any material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors. Information required by Item 407(d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement under the section entitled “Information Regarding Nominees and Incumbent Directors” under the caption “Audit Committee.” The information required by Item 408(b) of Regulation S-K is incorporated by reference to the section of the Proxy Statement entitled “Additional Executive Compensation Policies, Practices, and Guidelines” under the caption “Insider Trading Policy and Procedures and Guidelines Governing Hedging and Securities Trades by Directors, Officers, and Employees.”

Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), and Chief Accounting Officer (Principal Accounting Officer), along with other of our senior operating and financial executives. This Code of Ethics is posted on our corporate website (www.rossstores.com) under Corporate Governance in the Investors Section. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any future amendments to, or waivers from, our Code of Ethics for Senior Financial Officers by posting any changed version on the same corporate website.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 402 of Regulation S-K is incorporated herein by reference to the sections of the Proxy Statement entitled “Compensation of Directors” and “Executive Compensation” under the captions “Compensation Discussion and Analysis,” “Summary Compensation Table,” “All Other Compensation,” “Discussion of Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards During Fiscal Year,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Non-Qualified Deferred Compensation,” and “Potential Payments Upon Termination or Change in Control.”

The information required by Items 407(e)(4) and (e)(5) of Regulation S-K are incorporated herein by reference to the sections of the Proxy Statement entitled “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity compensation plan information. The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of January 31, 2026:

Equity compensation plans

Equity compensation plans not

approved by security holders — — —

The information required by Item 403 of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Stock Ownership of Certain Beneficial Owners and Management.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 404 of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Related Person Transactions.” The information required by Item 407(a) of Regulation S-K is incorporated herein by reference to the section of the Proxy Statement entitled “Information Regarding Nominees and Incumbent Directors” including the captions “Audit Committee,” “Compensation Committee,” and “Nominating and Corporate Governance Committee.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning principal accountant fees and services, and the pre-approval of those services by the Audit Committee, will appear in the Proxy Statement under the caption “Summary of Audit, Audit-Related, Tax, and All Other Fees.” Such information is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following consolidated financial statements, schedules, and exhibits are filed as part of this report or are incorporated herein as indicated:

1. List of Consolidated Financial Statements.

The following consolidated financial statements are included herein under Item 8:

Consolidated Statements of Earnings for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.

Consolidated Statements of Comprehensive Income for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.

Consolidated Balance Sheets at January 31, 2026 and February 1, 2025.

Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.

Consolidated Statements of Cash Flows for the years ended January 31, 2026, February 1, 2025, and February 3, 2024.

Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 34).

2. List of Consolidated Financial Statement Schedules.

Schedules are omitted because they are not required, not applicable, or such information is included in the consolidated financial statements or notes thereto which are included in this Report.

3. List of Exhibits (in accordance with Item 601 of Regulation S-K).

The following is the list of Exhibits required to be filed with this Report.

EXHIBITS

Exhibit

Number Exhibit

MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.2 - 10.35)

21 Subsidiaries.

23 Consent of Independent Registered Public Accounting Firm.

101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB Inline XBRL Taxonomy Extension Label Linkbase

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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)

By: /s/ James G. Conroy

Date: March 30, 2026 James G. Conroy

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ James G. Conroy Chief Executive Officer, Director March 30, 2026

James G. Conroy (Principal Executive Officer)

William W. Sheehan II (Principal Financial Officer)

Jeffrey P. Burrill Corporate Controller (Principal Accounting Officer)

/s/ K. Gunnar Bjorklund Director March 30, 2026

K. Gunnar Bjorklund

/s/ Michael J. Bush Director March 30, 2026

Michael J. Bush

/s/ Edward G. Cannizzaro Director March 30, 2026

Edward G. Cannizzaro

/s/ Sharon D. Garrett Director March 30, 2026

Sharon D. Garrett

Michael J. Hartshorn

/s/ Stephen D. Milligan Director March 30, 2026

Stephen D. Milligan

/s/ Patricia H. Mueller Director March 30, 2026

Patricia H. Mueller

/s/ George P. Orban Director March 30, 2026

George P. Orban

/s/ Doniel N. Sutton Director March 30, 2026

Doniel N. Sutton

ROST US Equity

ROST · 10-K · period ended 2026-01-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

ITEM 9B. OTHER INFORMATION

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 16. FORM 10-K SUMMARY

ROST US Equity☆

ROST · 10-K · period ended 2026-01-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

ITEM 9B. OTHER INFORMATION

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 16. FORM 10-K SUMMARY

ROST US Equity