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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
November 20, 2025

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-14678
94-1390387
(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

5130 Hacienda Drive, Dublin, California 94568
(Address of principal executive offices)

Registrant's telephone number, including area code:
(925) 965-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common stock, par value $.01 ROST NASDAQ Global Select Market

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

Emerging growth company ☐

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

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Item 2.02 Results of Operations and Financial Condition.
On November 20, 2025, the Company issued a press release regarding the Company’s financial results for its fiscal quarter ended November 1, 2025. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.                         
Exhibit No. Description
99.1
104 Cover Page Interactive Data File. (The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

SIGNATURES

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

Date: November 20, 2025
ROSS STORES, INC.
Registrant
By: /s/ William W. Sheehan II
William W. Sheehan II
Executive Vice President and Chief Financial Officer

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EX-99.1 2 q325exhibit991.htm EX-99.1 Document

Exhibit 99.1
image_0a.jpg_______________________________________________________________


FOR IMMEDIATE RELEASE

Contact: William W. Sheehan II Connie Kao
Executive Vice President, Senior Vice President, Investor Relations
Chief Financial Officer (925) 965-4668
(925) 965-4150 connie.kao@ros.com


ROSS STORES EXCEEDS THIRD QUARTER EARNINGS GUIDANCE,
RAISES FULL YEAR OUTLOOK


Dublin, California, November 20, 2025 -- Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended November 1, 2025 of $1.58 on net income of $512 million. Included in this year’s third quarter earnings is an approximate $0.05 per share negative impact from tariff-related costs. These results compare to earnings per share of $1.48 on net income of $489 million for the 13 weeks ended November 2, 2024. Sales for the 2025 third quarter grew 10% to $5.6 billion versus $5.1 billion in the prior year. Comparable store sales increased a strong 7%.

For the nine months ended November 1, 2025, earnings per share were $4.61 on net earnings of $1.5 billion, versus $4.53 per share on net income of $1.5 billion for the same year-to-date period in 2024. Year-to-date 2025 earnings include an approximate $0.16 per share negative impact from tariff-related costs. Sales for the first nine months of 2025 were $16.1 billion, with comparable store sales up 3% over the prior year.

Jim Conroy, Chief Executive Officer, commented, “We are pleased with our third quarter sales results, which accelerated from the prior quarter. Our merchandise assortment of compelling brand name values resonated with shoppers, and our new marketing campaign drove excitement and higher customer engagement. We had an excellent back-to-school season with strong trends that continued through the balance of the quarter. The strong execution by the entire team led to broad-based sales growth across merchandise areas and geographical regions. The strength in top-line, coupled with our continued focus on expense control, resulted in an operating margin of 11.6% that was much stronger than expected.”


ROSS STORES, INC. 5130 Hacienda Drive, Dublin, CA 94568 (925) 965-4400
        


Update on Shareholder Payouts

During the third quarter of fiscal 2025, a total of 1.7 million shares of common stock were repurchased for an aggregate price of $262 million under the Company’s two-year $2.1 billion authorization approved by its Board of Directors in March 2024. The Company remains on track to buy back a total of $1.05 billion in common stock during fiscal 2025 and complete the program as planned.

Fiscal 2025 Guidance

Looking ahead, Mr. Conroy said, “We enter the holiday season with strong momentum and are well-positioned to offer a compelling merchandise assortment across all our stores. As a result, for the 13 weeks ending January 31, 2026, we are raising our comparable store sales forecast to be up 3% to 4% with earnings per share in the range of $1.77 to $1.85. This updated guidance range reflects approximately $0.03 earnings per share of unfavorable timing of packaway-related expenses that benefited the third quarter. In addition, we now expect tariff-related costs to be negligible in the fourth quarter.”

Mr. Conroy continued, “Based on our year-to-date results and updated fourth quarter forecast, we are increasing our earnings per share guidance for fiscal 2025 to be in the range of $6.38 to $6.46, which includes approximately $0.16 per share negative impact from tariff-related costs. In addition, and as a reminder, 2024 fourth quarter and full year earnings per share of $1.79 and $6.32, respectively, included an approximate $0.14 earnings per share benefit related to the sale of a packaway facility.”

Mr. Conroy concluded, “We are optimistic about our prospects for the holiday season, driven by our ongoing focus on delivering quality, branded merchandise at exceptional value. This approach continues to gain strong traction with the consumer, particularly in an environment of rising prices across mainstream retail. Additionally, the store and supply chain teams are well-positioned for the holiday season, and our new marketing campaigns have continued to build excitement. We believe that this multi-faceted approach will help us continue our positive momentum and enable us to capture additional market share.”

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The Company will host a conference call on Thursday, November 20, 2025 at 4:15 p.m. Eastern time to provide additional details concerning its third quarter results and management’s outlook for the remainder of the year. A real-time audio webcast of the conference call will be available in the Investors section of the Company’s website, located at www.rossstores.com. An audio playback will be available at 201-612-7415, PIN #13756822 until 8:00 p.m. Eastern time on November 28, 2025, as well as on the Company’s website.

Forward-Looking Statements: This press release and the related conference call remarks contain forward-looking statements regarding, without limitation, projected sales, costs, and earnings, planned new store growth, capital expenditures, 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 and operations, and they are subject to risks and uncertainties which could cause our actual results to differ materially from management’s current expectations. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “outlook,” “looking ahead,” and similar expressions identify forward-looking statements. Risk factors for Ross Dress for Less® (“Ross”) and dd’s DISCOUNTS® include without limitation, risk from uncertainties arising from the macroeconomic environment, including inflation and the price of necessities, high interest rates, housing costs, energy and fuel costs, financial and credit market conditions, recession concerns, geopolitical conditions, government policies and enforcement practices with respect to immigration, government shutdowns, and public health and public safety issues may affect consumer confidence, consumer disposable income, and shopping behavior, as well as our costs; unexpected changes in the level of consumer spending on, or preferences for, apparel and home-related merchandise could adversely affect us; competitive pressures in the apparel and home-related merchandise retailing industry; our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins; changes in U.S. tax, tariff, or trade policy regarding apparel, shoes, and home-related merchandise produced in China and other countries could significantly and adversely affect our business (while we directly import only a small portion of our merchandise, more than half of the goods we sell originate from China); elevated tariff levels on goods imported into the United States from China and other countries may disrupt our merchandise purchasing patterns, increase our costs, and put pressure on our margins and profitability; risks associated with importing and selling merchandise produced in China and other countries, including risks from supply chain disruption, shipping delays, and higher than expected ocean freight costs; unseasonable weather or extreme temperatures that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise; our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to anticipate consumer preferences and to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices; information or data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could disrupt our operations, and result in theft or unauthorized disclosure of confidential and valuable business information, such as customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business; disruptions in our supply chain or in our information systems, including from ransomware or other cyber-attacks could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner; our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned store openings; our need to expand in existing markets and enter new geographic markets in order to achieve planned growth and market penetration; consumer problems or legal issues involving the quality, safety, or authenticity of products we sell could harm our reputation, result in lost sales, and/or increase our costs; an adverse outcome in various legal, regulatory, or tax matters, or the adoption of new federal or state tax legislation that increases tax rates or adds new taxes could increase our costs; damage to our corporate reputation or brands could adversely affect our sales and operating results; our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies; our need to effectively advertise and market our business; possible volatility in our revenues and earnings; a public health or public safety crisis, or a natural or man-made disaster in California or another region where we have a concentration of stores, offices, or a distribution center could harm our business; our need to maintain sufficient liquidity to support our continuing operations and our new store openings. Other risk factors are set forth in our SEC filings including the Form 10-K for fiscal 2024 and fiscal 2025 Form 8-Ks and 10-Qs on file with the SEC. 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.
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About Ross Stores, Inc.
Ross Stores, Inc. is an S&P 500, Fortune 500, and Nasdaq 100 (ROST) company headquartered in Dublin, California, with fiscal 2024 revenues of $21.1 billion. Currently, the Company operates Ross Dress for Less® (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,909 locations in 44 states, the District of Columbia, Guam, and Puerto Rico. Ross offers first-quality, in-season, name brand 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. The Company also operates 364 dd’s DISCOUNTS® stores in 22 states that feature a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear, and home fashions for the entire family at savings of 20% to 70% off moderate department and discount store regular prices every day. Additional information is available at www.rossstores.com.
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Ross Stores, Inc.
Condensed Consolidated Statements of Earnings
Three Months Ended Nine Months Ended
($000, except stores and per share data, unaudited) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
Sales $ 5,600,946  $ 5,071,354  $ 16,115,069  $ 15,216,940 
Costs and Expenses
Cost of goods sold 4,032,446  3,634,283  11,615,979  10,916,884 
Selling, general and administrative 920,002  832,855  2,605,848  2,445,494 
Operating income 648,498  604,216  1,893,242  1,854,562 
Interest income, net (33,900) (42,527) (100,655) (131,827)
Earnings before taxes 682,398  646,743  1,993,897  1,986,389 
Provision for taxes on earnings 170,463  157,935  494,718  482,443 
Net earnings $ 511,935  $ 488,808  $ 1,499,179  $ 1,503,946 
Earnings per share
Basic $ 1.59  $ 1.49  $ 4.64  $ 4.56 
Diluted $ 1.58  $ 1.48  $ 4.61  $ 4.53 
Weighted-average shares outstanding (000)
Basic 321,270  327,710  323,049  329,453 
Diluted 323,297  329,937  325,054  331,728 
Store count at end of period 2,273  2,192  2,273  2,192 
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Ross Stores, Inc.
Condensed Consolidated Balance Sheets
($000, unaudited) November 1, 2025 November 2, 2024
Assets
Current Assets
Cash and cash equivalents $ 4,061,173  $ 4,349,262 
Accounts receivable 203,891  176,218 
Merchandise inventory 3,128,971  2,859,106 
Prepaid expenses and other 235,617  241,703 
Total current assets 7,629,652  7,626,289 
Property and equipment, net 3,987,247  3,657,679 
Operating lease assets 3,498,077  3,349,427 
Other long-term assets 299,990  271,791 
Total assets $ 15,414,966  $ 14,905,186 
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable $ 2,645,234  $ 2,346,479 
Accrued expenses and other 689,539  637,332 
Current operating lease liabilities 723,512  699,200 
Accrued payroll and benefits 438,989  459,094 
Income taxes payable 23,080  2,186 
Current portion of long-term debt 499,432  699,407 
Total current liabilities 5,019,786  4,843,698 
Long-term debt 1,017,540  1,514,452 
Non-current operating lease liabilities 2,948,105  2,821,417 
Other long-term liabilities 295,257  265,673 
Deferred income taxes 250,276  196,583 
Commitments and contingencies
Stockholders’ Equity 5,884,002  5,263,363 
Total liabilities and stockholders’ equity $ 15,414,966  $ 14,905,186 

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Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
Nine Months Ended
($000, unaudited) November 1, 2025 November 2, 2024
Cash Flows From Operating Activities
Net earnings $ 1,499,179  $ 1,503,946 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 374,524  329,584 
Stock-based compensation 128,182  117,212 
Deferred income taxes 63,236  345 
Change in assets and liabilities:
Merchandise inventory (684,458) (666,886)
Other current assets (75,708) (62,793)
Accounts payable 537,559  390,398 
Other current liabilities 72,256  (83,300)
Income taxes (11,270) (64,016)
Operating lease assets and liabilities, net 780  11,057 
Other long-term, net 885  (1,116)
Net cash provided by operating activities 1,905,165  1,474,431 
Cash Flows From Investing Activities
Additions to property and equipment (618,366) (514,122)
Net cash used in investing activities (618,366) (514,122)
Cash Flows From Financing Activities
Issuance of common stock related to stock plans 18,910  18,769 
Treasury stock purchased (79,878) (86,092)
Repurchase of common stock (787,521) (787,479)
Excise tax paid on repurchase of common stock (9,443) (8,798)
Dividends paid (397,194) (367,492)
Payment of long-term debt (700,000) (250,000)
Net cash used in financing activities (1,955,126) (1,481,092)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents (668,327) (520,783)
Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period 4,796,462  4,935,441 
End of period $ 4,128,135  $ 4,414,658 
Reconciliations:
Cash and cash equivalents $ 4,061,173  $ 4,349,262 
Restricted cash and cash equivalents included in prepaid expenses and other 17,410  15,041 
Restricted cash and cash equivalents included in other long-term assets 49,552  50,355 
Total cash, cash equivalents, and restricted cash and cash equivalents: $ 4,128,135  $ 4,414,658 
Supplemental Cash Flow Disclosures
Interest paid $ 55,778  $ 80,316 
Income taxes paid, net $ 442,751  $ 546,113 
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