On May 17, 2017, the Company’s stockholders approved the Ross Stores, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan had an initial share reserve of 12.0 million shares of the Company’s common stock, which could be increased by a maximum of 5.5 million shares from certain expired, withheld, or forfeited shares from the 2017 Plan or the predecessor plan. The 2017 Plan provides for various types of incentive awards, which may potentially include the grant of stock options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, and deferred compensation awards.

Restricted stock. The Company grants shares of restricted stock and restricted stock units to directors, officers, and key employees. The fair value of shares of restricted stock and restricted stock units at the date of grant is amortized to expense over the vesting period of generally three to five years.

Performance awards. The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock on a specified settlement date based on the Company’s attainment of a performance goal during the performance period, which is the Company’s fiscal year. If attained, the restricted stock then vests over a service period, generally three years from the date the performance award was granted.

In fiscal 2024, the Company also granted a performance-conditioned restricted stock unit award (“PRSU”) in connection with the hiring of its new CEO. The PRSU is subject to vesting based on both service and market-based conditions, over a period that ends in March 2029. The fair value of the PRSU on the grant date was $6.9 million, determined using a Monte Carlo simulation model, and will be amortized to expense over the service period.


	Number of shares (000)	Weighted-average grant date fair value

Unvested at February 1, 2025	4,157	$	117.02
Awarded	1,222	139.63
Released	(1,406)	113.65
Forfeited	(159)	120.05
Unvested at January 31, 2026	3,814	$	125.38

All unvested shares at January 31, 2026, with the exception of the PRSU shares, are only subject to service vesting conditions. The 51,164 PRSU shares awarded in fiscal 2024 all remain unvested as of January 31, 2026. The weighted-average grant date fair value of the PRSU shares was $135.83.

The unamortized stock award compensation expense at January 31, 2026 and February 1, 2025 was $209.9 million and $229.3 million, respectively, which are expected to be recognized over a weighted-average remaining period of 1.5 years and 1.7 years, respectively. Intrinsic value for unvested stock awards, defined as the closing market value per share on the last business day of fiscal year 2025 (or $188.65), applied to the unvested shares was $719.5 million. A total of 6.8 million, 7.3 million, and 7.8 million shares were available under the 2017 Plan for new stock awards at the end of fiscal 2025, 2024, and 2023, respectively.

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan (“ESPP”), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase the Company’s common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. Purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

During fiscal 2025, 2024, and 2023, employees purchased approximately 0.2 million, 0.2 million, and 0.3 million shares, respectively, of the Company’s common stock under the plan at weighted-average per share prices of $122.71, $126.18, and $98.86, respectively. Through January 31, 2026, approximately 41.7 million shares had been issued under this plan and 3.3 million shares remained available for future issuance.



($000)	2025		2024		2023
Restricted stock	$	103,202	$	92,837	$	92,511
Performance awards	67,681		59,033		48,584
Employee stock purchase plan	4,471		4,428		4,395
Total	$	175,354	$	156,298	$	145,490

Total stock-based compensation recognized in the Company’s Consolidated Statements of Earnings for fiscal 2025, 2024, and 2023 is as follows:


Statements of Earnings Classification ($000)	2025		2024		2023
Cost of goods sold	$	73,513	$	73,901	$	76,301
Selling, general and administrative	101,841		82,397		69,189
Total	$	175,354	$	156,298	$	145,490

The tax benefits related to stock-based compensation expense for fiscal 2025, 2024, and 2023 were $28.2 million, $29.6 million, and $29.6 million, respectively.