Every material Form 8-K Ross Stores has filed with the SEC since September 10, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ross Stores said Director Sharon D. Garrett will retire from the Board and its committees effective October 1, 2026. The Board appointed Shelley H. Bransten and Christian B. Johnson as directors on the same date, and expanded the Board to ten members. The filing describes both new directors as independent under Nasdaq rules and says they will join the Audit Committee.
Sharon D. Garrett retires from the Board and applicable committees effective October 1, 2026, having tendered her resignation on September 11, 2026.
Shelley H. Bransten and Christian B. Johnson join the Board effective October 1, 2026, each with a term expiring at the 2027 Annual Meeting of Stockholders.
Both new directors will serve on the Audit Committee and are independent under Nasdaq Stock Market listing rules.
The Board size increases to ten members, and the new directors will receive standard cash fees and restricted stock.
Ross Stores reported second-quarter fiscal 2026 sales of $6.3 billion, up 13%, with comparable store sales up 10%. Diluted earnings per share were $2.66 versus $1.56 a year earlier, including an approximate $0.60 benefit from $253 million in IEEPA tariff refunds, and the company raised its third- and fourth-quarter and full-year 2026 earnings per share projections.
Q2 sales $6.3 billion, up 13% from $5.5 billion; comparable store sales up 10%
Diluted EPS $2.66 vs. $1.56 a year ago, including about $0.60 from tariff refunds; prior guidance was $1.85 to $1.93
Fiscal 2026 EPS projection raised to $8.61 to $8.77; Q3 comparable sales guidance 6% to 7%, Q4 4% to 5%
2026 new store plan raised to 115 locations; company remains on track to repurchase $1.275 billion of stock in fiscal 2026
Ross Stores reported first quarter fiscal 2026 sales up 21% to $6.0 billion and diluted earnings per share of $2.02, up 37% and well above its guidance of $1.60 to $1.67. The company raised its fiscal 2026 earnings per share outlook to $7.50 to $7.74 and expects second quarter earnings per share of $1.85 to $1.93.
Q1 comparable store sales rose 17%; operating margin was 13.4% versus a plan of 11.8% to 12.1%
Q1 net income was $650 million, up from $479 million a year earlier
Fiscal 2026 EPS outlook raised to $7.50 to $7.74, versus $6.61 in fiscal 2025
Q1 share repurchases totaled $319 million; the company remains on track to buy back $1.275 billion in fiscal 2026
Ross Stores reported fourth-quarter fiscal 2025 sales up 12% to $6.6 billion and diluted earnings per share of $2.00, above its guidance of $1.77 to $1.85. The company projected fiscal 2026 EPS of $7.02 to $7.36, compared with $6.61 in fiscal 2025, and approved a new two-year $2.55 billion stock buyback and a 10% increase in its quarterly dividend, which means more cash returned to shareholders.
Q4 sales rose 12% to $6.6 billion, with comparable store sales up 9%.
Q4 diluted EPS of $2.00, compared with $1.79 a year earlier and guidance of $1.77 to $1.85.
Q1 fiscal 2026 EPS guidance of $1.60 to $1.67 vs. $1.47; full-year fiscal 2026 guidance of $7.02 to $7.36 vs. $6.61.
New two-year $2.55 billion buyback for fiscal 2026 and 2027; quarterly dividend raised 10% to $0.445 per share, payable March 31, 2026.
Ross Stores said Executive Chairman Michael Balmuth will step down on January 31, 2026, and retire from the Board at that time. Independent director K. Gunnar Bjorklund, who has served on the Board since 2003 and as Lead Independent Director since 2023, will succeed him as Chairman on February 1, 2026. The filing describes this as a planned leadership succession and does not include any financial results or guidance.
Michael Balmuth remains Executive Chairman through January 31, 2026, then serves as Senior Advisor from February 1 through March 31, 2026
Balmuth will also retire from the Board when he steps down as Executive Chairman
K. Gunnar Bjorklund becomes Chairman of the Board effective February 1, 2026; he has been a director since 2003
The Company anticipates authorized Board seats will fall by one, to ten
Ross Stores reported third-quarter fiscal 2025 results for the 13 weeks ended November 1, 2025, with diluted earnings per share of $1.58 versus $1.48 a year earlier and net income of $512 million versus $489 million. Sales rose 10% to $5.6 billion and comparable store sales increased 7%. The company raised its fiscal 2025 EPS guidance to $6.38 to $6.46, which benefits shareholders by signaling higher expected full-year profit.
Q3 diluted EPS was $1.58 versus $1.48; net income was $512 million versus $489 million
Q3 sales grew 10% to $5.6 billion; comparable store sales rose 7%
Fiscal 2025 EPS guidance raised to $6.38 to $6.46; Q4 EPS guidance set at $1.77 to $1.85
Repurchased $262 million of stock in Q3 and remains on track to buy back $1.05 billion in fiscal 2025
Ross Stores said CFO Adam Orvos will retire effective September 30, 2025, and its board has appointed Deputy CFO William Sheehan as Executive Vice President and Chief Financial Officer, effective October 1, 2025, as part of a previously announced succession plan. Sheehan, who has more than 34 years of retail finance experience and has been with the company since 2006, will receive a $775,000 base salary and a restricted stock award with a notional value of $1,200,000.
Adam Orvos retires as CFO and from employment effective September 30, 2025.
William Sheehan becomes EVP and CFO and principal financial officer effective October 1, 2025; he currently serves as Deputy CFO.
Sheehan's new employment agreement runs through March 31, 2029, with a base salary of $775,000 and a target bonus of 75% of salary.
Sheehan receives a restricted stock award with a notional value of $1,200,000, vesting 100% on September 14, 2029.
Ross Stores reported second-quarter fiscal 2025 diluted EPS of $1.56 on net income of $508 million, down from $1.59 a year earlier, while sales rose 5% to $5.5 billion. The company said tariff-related costs weighed on margins, and it set fiscal 2025 EPS guidance of $6.08 to $6.21, compared with $6.32 last year, which matters to shareholders because it signals lower earnings for the year.
Q2 diluted EPS $1.56 vs $1.59 a year earlier; net income $508 million vs $527 million
Q2 sales up 5% to $5.5 billion; comparable store sales up 2%; operating margin down 95 basis points to 11.5%
Fiscal 2025 EPS now planned at $6.08 to $6.21 vs $6.32 last year; includes about $0.22 to $0.25 per share from announced trade policies
Repurchased 1.9 million shares for $262 million in Q2; on track for $1.05 billion in buybacks in fiscal 2025
Ross Stores entered a new $1.3 billion senior unsecured revolving credit agreement dated June 27, 2025, which replaces its prior $1.3 billion facility from February 2022. The company states the commercial terms and borrowing capacity are substantially unchanged, and no borrowings were outstanding under either facility on the effective date, so the change is administrative and does not add debt.
New facility expires in June 2030, with up to two one-year extensions subject to lender consent
Pricing: Term SOFR loans at a margin of 0.675% to 1.25%; commitment fee of 0.05% to 0.125% on unused amounts
Facility includes a $300 million letter of credit sublimit and an option to increase size by up to $700 million
Prior $1.3 billion facility terminated on June 27, 2025 because it was replaced; no borrowings outstanding under either
Ross Stores reported first-quarter fiscal 2025 diluted earnings per share of $1.47, up from $1.46, on sales of $5.0 billion, though net income fell to $479 million from $488 million and comparable store sales were flat. The company withdrew its annual sales and earnings guidance, citing tariff and macroeconomic uncertainty, and projected second-quarter EPS of $1.40 to $1.55 versus $1.59 a year earlier. Shareholders no longer have a full-year outlook, and the company said it expects profitability pressure if tariffs stay at elevated levels.
Q1 diluted EPS $1.47 vs $1.46 a year earlier; net income $479 million vs $488 million; sales $5.0 billion; comparable store sales flat
Annual sales and earnings guidance withdrawn; outlook provided for the 13 weeks ending August 2, 2025 only
Q2 comparable store sales projected flat to up 3%; Q2 EPS projected $1.40 to $1.55, including a $0.11 to $0.16 per share tariff cost impact
Repurchased $263 million of stock in Q1 under a $2.1 billion authorization; still on track to buy back $1.05 billion in fiscal 2025
Ross Stores reported fourth-quarter diluted earnings per share of $1.79, down from $1.82 a year earlier, on sales of $5.9 billion. For fiscal 2024, EPS rose to $6.32 from $5.56 and sales reached $21.1 billion, though the company said a one-time facility sale added $0.14 per share. Management forecast fiscal 2025 EPS of $5.95 to $6.55, below the fiscal 2024 level, citing softer sales since late January, and raised the quarterly dividend 10% to $0.405 per share.
Fourth-quarter sales were $5.9 billion versus $6.0 billion a year earlier; comparable store sales rose 3%, and operating margin was 12.4%, flat year over year.
Fiscal 2024 net earnings were $2.1 billion, including a one-time benefit of about $0.14 per share from the sale of a packaway facility.
First-quarter fiscal 2025 EPS is projected at $1.33 to $1.47, compared with $1.46 a year earlier, with comparable store sales forecast down 3% to flat.
The quarterly dividend rises to $0.405 per share, payable March 31, 2025; the company expects to complete the remaining $1.05 billion buyback authorization in fiscal 2025.
Ross Stores announced that CFO Adam Orvos will retire effective September 30, 2025. William Sheehan, currently Group Senior Vice President, Finance, was appointed Deputy Chief Financial Officer effective February 16, 2025, and is expected to succeed Orvos as CFO on October 1, 2025. The filing gives no financial results, so the change is a planned leadership transition rather than a change in company performance.
Adam Orvos (60) retires as Executive Vice President and CFO effective September 30, 2025
William Sheehan (56) appointed Deputy CFO effective February 16, 2025, and expected to become CFO on October 1, 2025
Sheehan joined Ross in February 2006 and has over 34 years of retail finance experience
Sheehan will report to Michael Hartshorn, Group President and Chief Operating Officer, as CFO
Ross Stores reported third-quarter earnings per share of $1.48 for the 13 weeks ended November 2, 2024, up from $1.33, on sales of $5.1 billion, up from $4.9 billion, with comparable store sales up 1%. The company said sales were below plan, but it now expects fiscal 2024 earnings per share of $6.10 to $6.17, compared with $5.56 last year, and fourth-quarter earnings per share of $1.57 to $1.64, compared with $1.82 for the prior-year fourth quarter.
Q3 diluted EPS $1.48 vs. $1.33 a year earlier; net earnings $489 million vs. $447 million
Q3 sales $5.1 billion vs. $4.9 billion; operating margin 11.9% vs. 11.2%
Fourth-quarter EPS guidance $1.57 to $1.64 vs. $1.82 last year, including about $0.03 unfavorable packaway timing impact
Fiscal 2024 EPS now expected at $6.10 to $6.17 vs. $5.56 last year; $1.05 billion buyback planned for fiscal 2024
Ross Stores' board appointed James G. Conroy, currently CEO of Boot Barn, as Chief executive officer succeeding Barbara Rentler effective February 2, 2025. He joins as CEO-Elect and a board member on December 2, 2024, and the board will expand to 12 members, so shareholders see a planned leadership transition with no financial results reported in this filing.
Conroy joins December 2, 2024 as CEO-Elect, reporting to Executive Chairman Michael Balmuth, and becomes CEO February 2, 2025
Rentler steps down as CEO and from the board at fiscal year end February 1, 2025, then serves as Senior Advisor through March 31, 2027
Conroy's pay includes a salary of not less than $1,450,000, a target bonus of 200% of salary, an $8,000,000 notional RSU award, a $7,625,000 sign-on bonus, and a $32,200,000 notional restricted stock award
Ross Stores announced that Karen Fleming will become President and Chief Merchandising Officer of Ross Dress for Less, and Karen Sykes will become President and Chief Merchandising Officer of dd's DISCOUNTS, both effective December 1, 2024. Both will continue to report to CEO Barbara Rentler, and the company says the changes should support its off-price strategy, though the filing discloses no financial results.
Karen Fleming moves from dd's DISCOUNTS to lead merchandising at Ross Dress for Less; her agreement sets salary of not less than $1,140,000 and a restricted stock award with a face value of $3,500,000.
Karen Sykes will replace Fleming at dd's DISCOUNTS; her agreement sets salary of not less than $960,000 and a restricted stock award with a face value of $3,000,000.
Both promotions take effect December 1, 2024, and both executives will report directly to CEO Barbara Rentler.
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