FALSE000074573200007457322025-11-192025-11-19
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Date of report (date of earliest event reported): |
| November 19, 2025 |
ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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0-14678 |
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94-1390387 |
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(Commission File No.) |
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(I.R.S. Employer Identification No.) |
5130 Hacienda Drive, Dublin, California 94568
(Address of principal executive offices)
Registrant’s telephone number, including area code:
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:
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| Title of each class |
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Trading symbol |
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Name of each exchange on which registered |
| Common stock, par value $.01 |
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ROST |
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Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) As previously disclosed, and as provided in the Tenth Amendment to his executive employment agreement, Michael Balmuth will continue to serve as the Company’s Executive Chairman through January 31, 2026, at which time he will cease to serve in that role. He will remain an employee of the Company, with the title of Senior Advisor, from February 1, 2026 through March 31, 2026. Mr. Balmuth has notified the Company that he will also retire as a member of the Company’s Board of Directors (the “Board”), effective at the same time that he steps down as Executive Chairman. The Company anticipates that the number of authorized Board seats will then be reduced by one (to ten). In connection with Mr. Balmuth’s transition as Executive Chairman of the Board, the Board has approved the appointment of K. Gunnar Bjorklund as Chairman of the Board, effective February 1, 2026. Mr. Bjorklund has served on the Board since 2003 and has held the role of Lead Independent Director since 2023.
Item 7.01 Regulation FD Disclosure.
On November 24, 2025, the Company issued a press release regarding Board leadership succession. The full text of the Company’s press release is attached hereto as Exhibit 99.1.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. |
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Description |
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99.1 |
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104 |
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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 24, 2025
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ROSS STORES, INC. |
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Registrant |
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By: |
/s/Ken Jew |
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Ken Jew |
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Group Senior Vice President, General Counsel and |
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Corporate Secretary |
EX-99.1
2
balmuth-9912.htm
EX-99.1
Document
Exhibit 99.1
_____________________________________________________________________
FOR IMMEDIATE RELEASE
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| Contact: |
William W. Sheehan II |
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Connie Kao |
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Executive Vice President, |
Senior Vice President, Investor Relations |
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Chief Financial Officer |
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(925) 965-4668 |
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(925) 965-4150 |
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connie.kao@ros.com |
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ROSS STORES ANNOUNCES BOARD CHAIR SUCCESSION
Dublin, California, November 24, 2025 -- Ross Stores, Inc. (Nasdaq: ROST) announced today that its Board of Directors has approved the following Board Chair succession plan:
•As previously communicated, Michael Balmuth will step down as Executive Chairman of the Board on January 31, 2026, and will continue to serve as a Senior Advisor to the Company through March 31, 2026. Mr. Balmuth has advised that when he steps down as Executive Chairman, he will also retire from the Board.
•K. Gunnar Bjorklund, current Board member and Lead Independent Director, has been appointed to succeed Mr. Balmuth as Chairman of the Board, effective February 1, 2026.
Mr. Balmuth commented, “On behalf of the Board, we congratulate Gunnar Bjorklund on his appointment as our next Board Chair. Gunnar has long served as an independent Board member with deep knowledge of the Company and the off-price retail sector, along with a strong background in shaping consumer-driven business strategies. He has also served as our Board’s Lead Independent Director since 2023. His insights and leadership will continue to be significant assets to the Company and its shareholders.”
Mr. Balmuth continued, “It has been my privilege to have served on the Board for almost three decades, and I am deeply grateful for the collaboration and support of my fellow Board members and the Company’s executive leadership. Together, we have navigated meaningful milestones, and I am confident that the Company is well-positioned to achieve continued growth in both the near and long term.”
Mr. Bjorklund commented, “The Board extends its sincere gratitude to Michael for his extraordinary leadership and vision, which transformed Ross into the strong, nationally recognized company it is today. Under his guidance, Ross evolved from a 300-store regional chain into a leading retailer, operating two successful banners with more than 2,200 stores across the country. His strategic foresight and relentless drive have been instrumental in shaping our growth and leading industry position.
Looking ahead, I am honored by this opportunity and look forward to working closely with the Board and executive leadership team to further strengthen our market position and create lasting value for our shareholders.”
Jim Conroy, Chief Executive Officer, commented, “Michael’s steady leadership helped build the foundation of Ross Stores. His solid guidance, strong market relationships, and ability to develop countless executives have left a legacy that will serve the Company for years to come. I am personally grateful for his mentorship and for the smooth and thoughtful transition he created for my onboarding. Michael’s vision and values will continue to guide our Company well into the future.”
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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