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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):
February 13, 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 classTrading symbolName of each exchange on which registered
Common stock, par value $.01ROSTNasdaq 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On February 20, 2025, Ross Stores, Inc. (the “Company”) announced that Adam Orvos plans to retire from his role as Chief Financial Officer and from his employment with the Company, effective on September 30, 2025. The Company also announced that William Sheehan has been appointed as Deputy Chief Financial Officer, effective on February 16, 2025, and is expected to succeed Mr. Orvos as Chief Financial Officer on or about October 1, 2025. Mr. Sheehan, 56, continues to also serve as Group Senior Vice President, Finance, a position he has held since March 2021. Mr. Sheehan previously served as Senior Vice President, Finance since 2017. He joined the Company in 2006.

Item 7.01 Regulation FD Disclosure.

On February 20, 2025, the Company issued a press release regarding Mr. Orvos’ planned retirement, and Mr. Sheehan’s appointment as Deputy Chief Financial Officer and succession plan. 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.                         
    
Exhibit
No.		Description
99.1
104Cover 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: February 20, 2025

ROSS STORES, INC.
Registrant
By: /s/Ken Jew
Ken Jew
Group Senior Vice President, General Counsel and
Corporate Secretary

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Exhibit 99.1
form8k41119image1a.jpg _____________________________________________________________________


FOR IMMEDIATE RELEASE

Contact:Connie Kao
Group Vice President, Investor Relations
(925) 965-4668
connie.kao@ros.com


ROSS STORES ANNOUNCES CFO SUCCESSION PLAN


Dublin, California, February 20, 2025 -- Ross Stores, Inc. (Nasdaq: ROST) announced today that Adam Orvos (60), will retire as Executive Vice President and Chief Financial Officer, effective September 30, 2025. William Sheehan (56), currently Group Senior Vice President, Finance, has been promoted to Deputy Chief Financial Officer and is expected to succeed Mr. Orvos as Chief Financial Officer on October 1, 2025.

Mr. Sheehan has more than 34 years of broad-based financial experience in the retail industry. After 15 years with Lord & Taylor, he joined Ross in February 2006 and has served in roles of increasing responsibility across the Finance organization since that time. Upon becoming Chief Financial Officer, Mr. Sheehan will oversee the accounting, treasury, financial planning, tax, procurement, finance operations, risk management, and investor relations functions, and will report directly to Michael Hartshorn, Group President and Chief Operating Officer.

Michael Hartshorn commented, “Bill is a proven and talented finance executive with extensive managerial experience as well as a deep understanding of Ross. While Bill has reported to Adam over the past four years, he and I have worked closely together during his long tenure with the Company, which will support a smooth transition.”

Jim Conroy, Chief Executive Officer commented, “On behalf of our Board of Directors and the entire Company, we thank Adam for his financial leadership and expertise that have proven to be valuable assets in contributing to our strong financial position. We extend our best wishes to him and his family. We also congratulate Bill on his promotion and look forward to his future contributions.”







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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 2023 revenues of $20.4 billion. Currently, the Company operates Ross Dress for Less® (“Ross”), the largest off-price apparel and home fashion chain in the United States with 1,831 locations in 43 states, the District of Columbia, and Guam. 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 355 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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