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): ~~May~~June 2127, 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))

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $.01

ROST

NASDAQ Global Select Market

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. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~The~~Ross Stores, Inc. (the “Company”) ~~held~~entered ~~its~~into ~~Annual~~a ~~Meeting~~new, ofsenior ~~Stockholders~~unsecured revolving Credit Agreement (the “2025 Credit Facility”) on ~~May~~June 2127, 2025 (the “Effective Date”) with the lenders named therein, byproviding ~~virtual~~the ~~meeting~~Company with up to $1.3 ~~The~~billion ~~Company’s~~in ~~stockholders~~borrowing ~~considered~~availability, on terms and ~~voted~~conditions ~~upon~~as ~~three~~described ~~matters~~below. Bank atof ~~the~~America, ~~meeting~~N.A., ~~with~~is ~~final~~administrative ~~voting~~agent, ~~results~~a asswing ~~follows:~~line lender and a letter of credit issuer, and Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., and U.S. Bank National Association are syndication agents and letter of credit issuers under the 2025 Credit Facility.

~~Proposal~~The 2025 Credit Facility replaces the Company’s previous $1.3 -billion ~~Election~~senior unsecured revolving credit facility, which was entered into in February 2022 (the “Prior Credit Facility”), and provides substantially unchanged commercial terms and borrowing capacity limits. The 2025 Credit Facility expires in June 2030, and may be extended, at the Company’s option, for up to two additional one year periods, subject to customary conditions, including the receipt of ~~Directors~~lender consent to such extensions. The new facility contains a $300 million sublimit for issuance of standby letters of credit. It also contains an option allowing the Company to increase the size of its credit facility by up to an additional $700 million, with the agreement of the committing lenders.

~~The~~Interest ~~holders~~on ofborrowings under the ~~Company’s~~2025 ~~common~~Credit ~~stock~~Facility ~~elected~~is 11based ~~nominees~~on Term SOFR (or an alternate benchmark rate, if Term SOFR is no longer available) plus an applicable margin, and is payable quarterly and upon maturity. The 2025 Credit Facility allows the Company to ~~serve~~borrow asup ~~directors~~to ~~for~~an aaggregate ~~term~~principal amount of ~~one~~$1.3 ~~year~~billion at any time outstanding, ~~expiring~~on a revolving credit basis, at interest rates selected by the ~~time~~Company, ofand depending on the ~~Annual~~Company’s ~~Meeting~~long-term ofdebt ~~Stockholders~~credit inrating ~~2026~~as follows:

Name	For	Against	Abstain	Broker Non-Vote
Michael Balmuth	265,462,681	10,882,385	111,037	16,183,745
K. Gunnar Bjorklund	258,689,896	17,491,385	274,822	16,183,745
Michael J. Bush	256,909,702	19,271,946	274,455	16,183,745
Edward G. Cannizzaro	265,793,955	10,240,821	421,327	16,183,745
James G. Conroy	272,396,179	3,939,900	120,024	16,183,745
Sharon D. Garrett	262,096,777	14,091,482	267,844	16,183,745
Michael J. Hartshorn	269,668,408	6,671,951	115,744	16,183,745
Stephen D. Milligan	264,057,168	12,124,174	274,761	16,183,745
Patricia H. Mueller	266,754,717	9,439,948	261,438	16,183,745
George P. Orban	260,628,895	15,551,589	275,619	16,183,745
Doniel N. Sutton	255,898,600	20,435,539	121,964	16,183,745

•“Term SOFR Rate Loans” bear interest at a variable rate per annum equal to Term SOFR (as defined in the 2025 Credit Facility) plus a margin (depending on the Company’s long-term debt credit rating) of between 0.675% and 1.25%; and

~~Proposal~~•“Base 2Rate -Loans” ~~Advisory~~bear ~~Vote~~interest at a variable rate per annum equal to ~~Approve~~the highest of (a) the ~~Resolution~~federal funds rate (as then published by the Federal Reserve Bank of New York) plus 0.5%, (b) Bank of America’s “prime rate” (as then publicly announced), (c) the Term SOFR Rate for a one-month tenor plus 1.0%, and (d) 1.00%, in each case plus a margin (depending on ~~Executive~~the ~~Compensation~~Company’s long-term debt credit rating) of between 0% and 0.25%.

InThe anCompany ~~advisory~~is ~~vote~~required to pay a commitment fee on a quarterly basis, ~~the~~at ~~holders~~a per annum rate of between 0.05% and 0.125% (depending on the Company’s ~~common~~long-term ~~stock~~debt ~~voted~~credit torating) ~~approve~~based on the ~~resolution~~aggregate ~~regarding~~unused ~~executive~~commitments ~~compensation:~~under the 2025 Credit Facility.

For						Against						Abstain						Broker Non-Vote
236,999,371						38,588,452						868,280						16,183,745

The 2025 Credit Facility includes customary conditions to credit extensions, and customary covenants, including:

~~Proposal~~•a 3Consolidated -Adjusted ~~Ratification~~Debt to Consolidated EBITDAR ratio, as of the ~~Appointment~~last day of ~~Deloitte~~any &fiscal ~~Touche~~quarter, ~~LLP~~calculated asfor the ~~Company’s~~four ~~Independent~~consecutive ~~Registered~~fiscal ~~Public~~quarters ~~Accounting~~then ~~Firm~~ending, ~~for~~of ~~the~~no ~~Fiscal~~greater ~~Year~~than ~~Ending~~3.50 ~~January~~to ~~31,~~1.00; ~~2026~~

~~The~~•restrictions ~~holders~~on indebtedness of the Company’s ~~common~~and ~~stock~~its ~~voted~~subsidiaries, towith ~~ratify~~a ~~the~~limit ~~appointment~~on ofaggregate ~~Deloitte~~subsidiary &indebtedness ~~Touche~~of ~~LLP~~20% asof ~~the~~consolidated ~~Company’s~~tangible ~~independent~~net ~~registered~~worth ~~public~~of ~~accounting firm for~~ the Company’s ~~fiscal~~and ~~year~~its ~~ending~~subsidiaries; ~~January 31, 2026:~~

For						Against						Abstain
277,299,729						15,257,970						82,149

•limitations on sales of assets, and

•limitations on liens, with a general lien basket of $100 million.

It also contains customary events of default. If an event of default occurs, then the administrative agent may terminate the commitments under the 2025 Credit Facility, and may accelerate any outstanding loans, to the extent permitted in the 2025 Credit Facility.

On the Effective Date, no borrowings are outstanding under the 2025 Credit Facility or under the Prior Credit Facility.

The foregoing description of the 2025 Credit Facility is qualified in its entirety by reference to the complete terms and conditions of the 2025 Credit Facility, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending August 2, 2025.

Many of the lenders under the 2025 Credit Facility and the Prior Credit Facility have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

Item 1.02 Termination of a Material Definitive Agreement.

On the Effective Date of the 2025 Credit Facility, the Prior Credit Facility was terminated. The Prior Credit Facility was terminated because it was replaced by the new 2025 Credit Facility.

The Prior Credit Facility is further described in Note E of the Notes to Condensed Consolidated Financial Statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2025, which description is incorporated by reference herein. That description is also qualified by reference to the full text of the Prior Credit Facility, which is filed as Exhibit 4.1 to the Form 10-Q filed by the Company for its quarter ended April 30, 2022.

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: ~~May~~ 28June 30, 2025

ROSS STORES, INC. Registrant By: /s/~~Ken~~Adam ~~Jew~~Orvos ~~Ken~~Adam ~~Jew~~Orvos ~~Group~~Executive ~~Senior~~ Vice President, ~~General~~Chief ~~Counsel~~Financial ~~and Corporate Secretary~~Officer

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