rost-20260801

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 01, 2026


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________


			Commission file number:			0-14678

Ross Stores, Inc.

(Exact name of registrant as specified in its charter)

Delaware

94-1390387

(State or other jurisdiction of incorporation or

(I.R.S. Employer Identification No.)

organization)

5130 Hacienda Drive,

Dublin,

California

94568

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(925)

965-4400

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of Common Stock, with $.01 par value, outstanding on August 14, 2026 was 319,453,110.

Ross Stores, Inc.

Form 10-Q

Table of Contents

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Statements of Earnings

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Item 2.

Management ’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

SIGNATURE

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Statements of Earnings


	Three Months Ended				Six Months Ended
($000, except per share data, unaudited)	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Sales	$	6,264,886	$	5,529,152	$	12,275,362	$	10,514,123

Costs and Expenses
Cost of goods sold	4,145,215		4,002,167		8,375,804		7,583,533
Selling, general and administrative	1,016,053		888,711		1,991,914		1,685,846

Operating income	1,103,618		638,274		1,907,644		1,244,744
Interest income, net	(31,144)		(32,346)		(64,593)		(66,755)


Earnings before taxes	1,134,762		670,620		1,972,237		1,311,499
Provision for taxes on earnings	283,463		162,625		470,974		324,255
Net earnings	$	851,299	$	507,995	$	1,501,263	$	987,244

Earnings per share
Basic	$	2.68	$	1.57	$	4.72	$	3.05
Diluted	$	2.66	$	1.56	$	4.69	$	3.03


Weighted-average shares outstanding (000)
Basic	317,687		323,000		318,322		323,938
Diluted	319,450		324,796		320,343		325,909

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

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended				Six Months Ended
($000, unaudited)	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Net earnings	$	851,299	$	507,995	$	1,501,263	$	987,244

Other comprehensive income	—		—		—		—

Comprehensive income	$	851,299	$	507,995	$	1,501,263	$	987,244

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

Condensed Consolidated Balance Sheets


($000, except share data, unaudited)	August 1, 2026		January 31, 2026		August 2, 2025
Assets
Current Assets
Cash and cash equivalents	$	4,288,124	$	4,594,392	$	3,847,016

Accounts receivable	248,140		181,301		210,520
Merchandise inventory	3,087,370		2,630,970		2,608,485
Prepaid expenses and other	252,726		233,434		259,815

Total current assets	7,876,360		7,640,097		6,925,836

Property and Equipment
Land and buildings	1,838,383		1,836,167		1,821,855
Fixtures and equipment	5,310,383		5,056,827		4,883,392
Leasehold improvements	1,900,782		1,861,160		1,727,314
Construction-in-progress	558,837		477,290		394,493
	9,608,385		9,231,444		8,827,054
Less accumulated depreciation and amortization	5,350,579		5,142,684		4,920,714
Property and equipment, net	4,257,806		4,088,760		3,906,340

Operating lease assets	3,545,351		3,519,610		3,374,582
Other long-term assets	302,763		300,270		288,761
Total assets	$	15,982,280	$	15,548,737	$	14,495,519

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	2,621,740	$	2,386,418	$	2,205,613
Accrued expenses and other	744,284		666,978		655,218
Current operating lease liabilities	752,302		727,855		716,162
Accrued payroll and benefits	440,837		484,407		315,893
Income taxes payable	84,916		61,779		—

Current portion of long-term debt	241,459		499,743		499,122
Total current liabilities	4,885,538		4,827,180		4,392,008

Long-term debt	777,053		1,017,863		1,017,218
Non-current operating lease liabilities	2,968,337		2,966,877		2,835,481
Other long-term liabilities	295,611		287,947		279,258
Deferred income taxes	312,557		261,427		238,985

Commitments and contingencies

Stockholders’ Equity
Common stock, par value $.01 per share Authorized 1,000,000,000 shares Issued and outstanding 319,668,000, 322,333,000 and 325,531,000 shares, respectively	3,197		3,223		3,255
Additional paid-in capital	2,359,505		2,257,354		2,170,734
Treasury stock	(935,883)		(799,288)		(783,830)

Retained earnings	5,316,365		4,726,154		4,342,410
Total stockholders’ equity	6,743,184		6,187,443		5,732,569
Total liabilities and stockholders’ equity	$	15,982,280	$	15,548,737	$	14,495,519

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

Condensed Consolidated Statements of Stockholders’ Equity


	Six Months Ended August 1, 2026

	Common stock			Additional paid-in capital		Treasury stock		Retained earnings
($ and shares in 000, except per share data, unaudited)	Shares	Amount								Total
Balance at January 31, 2026	322,333	$	3,223	$	2,257,354	$	(799,288)	$	4,726,154		$	6,187,443
Net earnings	—	—		—		—		649,964			649,964
Common stock issued under stock plans, net of shares used for tax withholding	156	2		6,614		(134,171)		—			(127,555)
Stock-based compensation	—	—		59,120		—		—			59,120
Common stock repurchased, inclusive of excise tax	(1,454)	(15)		(8,786)		—		(311,609)			(320,410)
Dividends declared ($0.4450 per share)	—	—		—		—		(143,559)			(143,559)
Balance at May 2, 2026	321,035	$	3,210	$	2,314,302	$	(933,459)	$	4,920,950		$	6,305,003
Net earnings	—	—		—		—		851,299			851,299
Common stock issued under stock plans, net of shares used for tax withholding	32	1		6,566		(2,424)		—			4,143
Stock-based compensation	—	—		47,257		—		—			47,257
Common stock repurchased, inclusive of excise tax	(1,399)	(14)		(8,620)		—		(313,252)			(321,886)
Dividends declared ($0.4450 per share)	—	—		—		—		(142,632)			(142,632)
Balance at August 1, 2026	319,668	$	3,197	$	2,359,505	$	(935,883)	$	5,316,365		$	6,743,184

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


	Six Months Ended August 2, 2025

	Common stock			Additional paid-in capital		Treasury stock		Retained earnings
($ and shares in 000, except per share data, unaudited)	Shares	Amount								Total
Balance at February 1, 2025	328,813	$	3,288	$	2,097,110	$	(719,410)	$	4,128,207		$	5,509,195
Net earnings	—	—		—		—		479,249			479,249
Common stock issued under stock plans, net of shares used for tax withholding	551	6		6,137		(60,131)		—			(53,988)
Stock-based compensation	—	—		39,296		—		—			39,296
Common stock repurchased, inclusive of excise tax	(1,980)	(20)		(11,010)		—		(253,344)			(264,374)
Dividends declared ($0.4050 per share)	—	—		—		—		(133,300)			(133,300)
Balance at May 3, 2025	327,384	$	3,274	$	2,131,533	$	(779,541)	$	4,220,812		$	5,576,078
Net earnings	—	—		—		—		507,995			507,995
Common stock issued under stock plans, net of shares used for tax withholding	75	1		6,236		(4,289)		—			1,948
Stock-based compensation	—	—		43,943		—		—			43,943
Common stock repurchased, inclusive of excise tax	(1,928)	(20)		(10,978)		—		(254,060)			(265,058)
Dividends declared ($0.4050 per share)	—	—		—		—		(132,337)			(132,337)
Balance at August 2, 2025	325,531	$	3,255	$	2,170,734	$	(783,830)	$	4,342,410		$	5,732,569

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

Condensed Consolidated Statements of Cash Flows


	Six Months Ended
($000, unaudited)	August 1, 2026		August 2, 2025
Cash Flows From Operating Activities
Net earnings	$	1,501,263	$	987,244
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	272,790		242,337

Stock-based compensation	106,377		83,239
Deferred income taxes	51,130		51,945


Change in assets and liabilities:
Merchandise inventory	(456,400)		(163,972)
Other current assets	(85,729)		(92,049)
Accounts payable	226,307		101,937
Other current liabilities	65,676		(83,135)
Income taxes	29,788		(54,139)
Operating lease assets and liabilities, net	166		4,301
Other long-term, net	399		369
Net cash provided by operating activities	1,711,767		1,078,077

Cash Flows From Investing Activities
Additions to property and equipment	(460,217)		(409,105)


Net cash used in investing activities	(460,217)		(409,105)

Cash Flows From Financing Activities
Issuance of common stock related to stock plans	13,183		12,380
Treasury stock purchased	(136,595)		(64,420)
Repurchase of common stock	(637,500)		(525,021)
Excise tax paid on repurchase of common stock	(9,496)		(9,443)
Dividends paid	(286,191)		(265,637)



Payment of long-term debt	(500,000)		(700,000)

Net cash used in financing activities	(1,556,599)		(1,552,141)

Net decrease in cash, cash equivalents, and restricted cash and cash equivalents	(305,049)		(883,169)

Cash, cash equivalents, and restricted cash and cash equivalents:
Beginning of period	4,661,973		4,796,462
End of period	$	4,356,924	$	3,913,293

Supplemental Cash Flow Disclosures
Interest paid	$	19,839	$	35,939
Income taxes paid, net	$	390,056	$	326,449

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

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended August 1, 2026 and August 2, 2025

(Unaudited)

Note A: Summary of Significant Accounting Policies

Basis of presentation. The accompanying unaudited interim condensed consolidated financial statements have been prepared from the records of Ross Stores, Inc. and subsidiaries (the “Company”) without audit and, in the opinion of management, include all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company’s financial position as of August 1, 2026 and August 2, 2025, and the results of operations, comprehensive income, and stockholders’ equity for the three and six month periods ended August 1, 2026 and August 2, 2025, and the cash flows for the six month periods ended August 1, 2026 and August 2, 2025. The Condensed Consolidated Balance Sheet as of January 31, 2026, presented herein, has been derived from the Company’s audited consolidated financial statements for the fiscal year then ended.

Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) have been condensed or omitted for purposes of these interim condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including notes thereto, contained in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026.

The results of operations, comprehensive income, and stockholders’ equity for the three and six month periods ended August 1, 2026 and August 2, 2025, and the cash flows for the six month periods ended August 1, 2026 and August 2, 2025 presented herein are not necessarily indicative of the results to be expected for the full fiscal year. The fiscal years ending January 30, 2027 and January 31, 2026 are referred to as fiscal 2026 and fiscal 2025, respectively, and are both 52-week years. The three month periods ended August 1, 2026 and August 2, 2025 are referred to as the second quarter of fiscal 2026 and fiscal 2025, respectively.

Use of accounting estimates. The preparation of financial statements in conformity with 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 condensed 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 G: 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 primarily by 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 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 following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets, that reconcile to the amounts shown on the Condensed Consolidated Statements of Cash Flows:


($000)	August 1, 2026		January 31, 2026		August 2, 2025
Cash and cash equivalents	$	4,288,124	$	4,594,392	$	3,847,016
Restricted cash and cash equivalents included in:
Prepaid expenses and other	21,328		20,950		17,232
Other long-term assets	47,472		46,631		49,045
Total restricted cash and cash equivalents	68,800		67,581		66,277
Total cash, cash equivalents, and restricted cash and cash equivalents	$	4,356,924	$	4,661,973	$	3,913,293

Property and equipment. As of August 1, 2026 and August 2, 2025, the Company had $53.8 million and $32.7 million, respectively, of property and equipment purchased but not yet paid. These purchases are included in Property and equipment, Accounts payable, and Accrued expenses and other in the accompanying Condensed Consolidated Balance Sheets. The Company capitalizes interest during the construction period of facilities and during the development and implementation phase of software projects.

Depreciation and amortization expense on property and equipment for the three and six month periods ended August 1, 2026 and August 2, 2025 were as follows:


	Three Months Ended				Six Months Ended
($000)	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Depreciation and amortization expense	$	140,191	$	126,399	$	272,790	$	242,337

Operating leases. Operating lease assets obtained in exchange for operating lease liabilities (includes new leases and remeasurements or modifications of existing leases) for the six month periods ended August 1, 2026 and August 2, 2025 were $384.5 million and $427.4 million, respectively.

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 Condensed 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 Condensed Consolidated Statements of Cash Flows. The amounts owed to participating financial institutions under the SCF program and included in Accounts payable were $230.1 million, $208.2 million, and $186.8 million as of August 1, 2026, January 31, 2026, and August 2, 2025, respectively.

Cash dividends. On August 19, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.4450 per common share, payable on September 30, 2026. The Company’s Board of Directors declared quarterly cash dividends of $0.4450 per common share in March and May 2026, and $0.4050 per common share in March, May, August, and November 2025.

Stock repurchases. In March 2026, the Company’s Board of Directors approved a new, two-year stock repurchase program to repurchase up to $2.55 billion of the Company’s common stock through January 29, 2028. During the six month period ended August 1, 2026, the Company repurchased 2.9 million shares of common stock for $637.5 million (excluding excise tax) under this program. As of August 1, 2026, there was $1.9 billion available for future repurchases under this program. During the six month period ended August 2, 2025, the Company repurchased 3.9 million shares of common stock for $525.0 million (excluding excise tax) under the previous publicly announced repurchase program.

Stock purchased for tax withholding is considered treasury stock which is available for reissuance. During the three and six month periods ended August 1, 2026, stock purchased by the Company for tax withholding totaled 10,000 and 644,000 shares, respectively. During the three and six month periods ended August 2, 2025, stock purchased by the Company for tax withholding totaled 32,000 shares and 518,000 shares, respectively.

Commitments and contingencies. 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 remained pending as of August 1, 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.

The Company believes that 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 its financial condition, results of operations, or cash flows.

In February 2026, the U.S. Supreme Court issued a decision that tariffs imposed beginning in 2025 under the International Emergency Economic Powers Act (“IEEPA”) were not authorized under the statute. The Company subsequently filed claims for refunds of IEEPA tariffs paid. For the three month period ended August 1, 2026, the Company recognized a benefit of approximately $253 million related to these tariff recoveries in Cost of goods sold, with substantially all amounts received as of August 1, 2026.

Revenue recognition. The following sales mix table disaggregates revenue by merchandise category for the three and six month periods ended August 1, 2026 and August 2, 2025:


	Three Months Ended				Six Months Ended
	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Home Accents and Bed and Bath	24	%	23	%	25	%	24	%
Ladies	23	%	23	%	23	%	23	%
Men’s	16	%	17	%	15	%	16	%
Accessories, Lingerie, Fine Jewelry, and Cosmetics	15	%	15	%	15	%