What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-17 compared with 2024-03-15 · 204 added, 260 removed, 1211 unchanged (28% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income for the fiscal years ended February 3, 2024, January 28, 2023 and January 30, 2021

Consolidated Statements of Comprehensive Income for the fiscal years ended February 3, 2024, January 28, 2023 and January 30, 2021

Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023

Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2024, January 28, 2023 and January 30, 2021

Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 3, 2024, January 28, 2023 and January 30, 2021

Notes to Consolidated Financial Statements for the fiscal years ended February 3, 2024, January 28, 2023 and January 30, 2021

Consolidated Statements of Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

Notes to Consolidated Financial Statements for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of Burlington Stores, Inc.

and subsidiaries (the "Company") as of February 3, 2024 and January 28, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended February 3, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 3, 2024 and January 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended February 1, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 7 to the financial statements, on January 31, 2021, the Company adopted Financial Accounting Standards Board Accounting Standards Update (ASU) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.”

Basis for Opinion

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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

63 unchanged sentences

Cash and cash equivalents

Restricted cash and cash equivalents

Accounts receivable—net of allowance for doubtful accounts of $ 2,959 and $ 2,313 , respectively

24 unchanged sentences

82,805,353 shares and 82,399,577 shares, respectively

63,964,371 shares and 65,019,713 shares, respectively

63,284,385 shares, 63,964,371 shares, respectively

Additional paid-in-capital

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Lease acquisition costs

Proceeds from sale of property and equipment and assets held for sale

Net proceeds from sale of property and equipment and assets held for sale

Net cash used in investing activities

FINANCING ACTIVITIES

Proceeds from long term debt—Term B-6 Loans

Principal payments on long term debt—Term B-6 Loans

Principal payments on long term debt—Term B-5 Loans

Proceeds from long term debt—Term Loan Facility

Principal payments on long term debt—Term Loan Facility

Proceeds from long term debt— 2027 Convertible Notes

Principal payment on long term debt— 2025 Convertible Notes

Principal payments on long term debt—Secured Notes

Purchase of treasury shares

Proceeds from stock option exercises

Deferred financing costs

Other financing activities

Net cash used in financing activities

Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

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Non-cash investing and financing activities:

Shares issued to repurchase Convertible Notes

Finance lease modification

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Treasury Stock

Loss (Income)

Income (Loss)

Balance at January 29, 2022

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Stock based compensation

Shares issued to redeem convertible notes

Unrealized gains on interest rate derivative contracts, net of related taxes of $ 10.1 million

Amount reclassified into earnings, net of related taxes of $ 2.0 million

Adoption of ASU 2020-06

Balance at January 28, 2023

1 unchanged sentence

Shares used for tax withholding

Shares purchased as part of publicly announced programs

Vesting of restricted shares, net of forfeitures of 199 restricted shares

Shares purchased as part of publicly announced programs, inclusive of $ 1.9 million related to excise tax

Vesting of restricted shares

Stock based compensation

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Amount reclassified into earnings, net of related taxes of $ 2.1 million

Balance at January 28, 2023

Balance at February 3, 2024

Stock options exercised

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The Company defines its fiscal year as the 52 or 53-week period ending on the Saturday closest to January 31.

The fiscal year ended February 3, 2024 (Fiscal 2023) consisted of 53 weeks, and the fiscal years ended January 28, 2023 (Fiscal 2022 ) and January 29, 2022 (Fiscal 2021) each consisted of 52 weeks.

The fiscal year ended February 1, 2025 (Fiscal 2024) consisted of 52 weeks, the fiscal year ended February 3, 2024 (Fiscal 2023) consisted of 53 weeks, and the fiscal year ended and January 28, 2023 (Fiscal 2022 ) consisted of 52 weeks.

Use of Estimates

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Renewals and betterments, which significantly extend the useful lives of existing property and equipment, are capitalized.

Assets recorded under capital leases are recorded at the present value of minimum lease payments and are amortized over the lease term.

Amortization of assets recorded as capital leases is included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income.

Assets recorded under finance leases are recorded at the present value of minimum lease payments and are amortized over the lease term.

Amortization of assets recorded as finance leases is included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income.

The carrying value of all long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, in accordance with ASC Topic No.

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There were no impairment charges recorded during Fiscal 2024, Fiscal 2023 or Fiscal 2022 related to indefinite-lived intangible assets.

Intangible assets at February 1, 2025 and February 3, 2024 consist primarily of tradenames.

(in thousands)

February 1, 2025

February 3, 2024

Goodwill represents the excess of the acquisition cost over the estimated fair value of tangible assets and other identifiable intangible assets acquired less liabilities assumed.

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These techniques use a variety of assumptions including projected market conditions, discount rates and future cash flows.

If the carrying value of the assets and liabilities exceeds the fair

value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared with the carrying value of its reporting unit goodwill to determine the appropriate impairment charge.

If the carrying value of the assets and liabilities exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared with the carrying value of its reporting unit goodwill to determine the appropriate impairment charge.

On the first business day of the second fiscal quarter, the Company’s annual assessment date, the Company performed a quantitative analysis and determined that the fair value of the Company’s reporting unit was greater than its carrying value.

There were no impairment charges related to goodwill during Fiscal 2024, Fiscal 2023 or Fiscal 2022 .

Other assets consist primarily of landlord-owned store assets that the Company has paid for as part of its lease, deferred financing costs associated with the Company’s senior secured asset-based revolving credit facility (the ABL Line of Credit), and the fair value of derivative contracts.

Other assets consist primarily of the fair value of derivative contracts, landlord-owned store assets that the Company has paid for as part of its lease, and deferred financing costs associated with the Company’s senior secured asset-based revolving credit facility (the ABL Line of Credit).

Landlord-owned assets represent leasehold improvements at certain stores for which the Company has paid and derives a benefit, but the landlord has retained title.

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Other current liabilities primarily consist of accrued payroll costs, self-insurance reserves, customer liabilities, accrued operating expenses, sales tax payable, payroll taxes payable and other miscellaneous items.

Customer liabilities totaled $ 37.0 million and $ 36.0 million as of February 3, 2024 and January 28, 2023, respectively.

Customer liabilities totaled $ 36.8 million and $ 37.0 million as of February 1, 2025 and February 3, 2024, respectively.

The Company has risk participation agreements with insurance carriers with respect to workers’ compensation, general liability insurance and health insurance.

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An increase in workers’ compensation claims, health insurance claims or general liability claims may result in a corresponding increase in costs related to these claims.

Self-insurance reserves as of February 3, 2024 and January 28, 2023 were:

Self-insurance reserves as of February 1, 2025 and February 3, 2024 were:

(in thousands)

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The Company presents sales, net of sales taxes, in its Consolidated Statements of Income.

Sales percentage by major product category is as follows:

Ladies apparel

Accessories and shoes

Kids apparel and baby

The Company accounts for layaway sales in compliance with ASC Topic No.

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Other Revenue

Other revenue consists of service fees (layaway and other miscellaneous service charges), subleased rental income and revenue from the Company's private label credit card (PLCC) as shown in the table below:

Other revenue consists of service fees (layaway and other miscellaneous service charges), subleased rental income and certain revenue received from the bank related to the Company's private label credit card (PLCC) as shown in the table below:

(in thousands)

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During Fiscal 2024, Fiscal 2023 and Fiscal 2022, advertising costs were $ 35.3 million, $ 36.5 million and $ 33.8 million, respectively.

The Company accounts for income taxes in accordance with ASC Topic No.

740, “Income Taxes ” (Topic No.

The Company accounts for income taxes in accordance with Topic No.

Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws.

1 unchanged sentence

In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates.

Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations.

Management periodically assesses the need for a valuation allowance based on the Company’s

current and anticipated results of operations.

The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly.

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Other income, net, consists of interest income , gains and losses on insurance proceeds, net gains and losses on disposition of assets, gift card breakage, and other miscellaneous items .

The Company recognized $ 3.0 million and $ 1.5 million of gain on insurance recoveries during Fiscal 2022 and Fiscal 2021 , respectively, and no ne during Fiscal 2023 .

The Company also recognized $ 5.0 million and $ 3.7 million during Fiscal 2023 and Fiscal 2021, respectively, related to the sale of certain state tax credits.

There were no sales of tax credits during Fiscal 2022.

The Company recognized $ 3.0 million of gain on insurance recoveries during Fiscal 2022 , and no ne during Fiscal 2023 and Fiscal 2024 .

The Company also recognized $ 5.0 million during Fiscal 2023 related to the sale of certain state tax credits.

There were no sales of tax credits during Fiscal 2024 and Fiscal 2022 .

Comprehensive Income

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The lease liability is calculated as the present value of the remaining future lease payments over the lease term, including reasonably assured renewal options.

The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully

collateralized basis.

The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully collateralized basis.

In calculating its incremental borrowing rate, the Company uses a retail industry yield curve, adjusted for the Company’s credit profile.

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The Company reports segment information in accordance with ASC Topic No.

280 “Segment Reporting.” The Company has one reportable segment.

The Company is an off-price retailer that offers customers a complete line of value-priced apparel, including:

280 “Segment Reporting,” and has one reportable segment.

The Company derives all revenue in the United States and manages its business activities on a consolidated basis.

The Company is an off-price retailer that derives revenues from customers by providing a complete line of value-priced apparel, including:

women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

Sales percentage by major product category is as follows:

Ladies apparel

Accessories and shoes

Kids apparel and baby

The Company’s chief operating decision maker (CODM) is the Chief Executive Officer of the Company.

The CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the Consolidated Statements of Income.

The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

Net income is used to monitor budget versus actual results, as well as actual results compared to the prior period.

These comparisons are used in assessing performance of the segment and in establishing management’s allocation of resources.

Below is an extract of certain disaggregated expense information that is regularly provided to the CODM.

(in thousands)

Fiscal Year Ended

Total revenue

Cost of sales

Product sourcing costs

Other segment expenses (a)

Costs related to debt amendments

Depreciation and amortization

Impairment charges - long-lived assets

Other income - net

Loss on extinguishment of debt

Interest expense

Income tax expense

(a) The other segment expenses category includes store related costs, store payroll costs, corporate costs, marketing & strategy costs, and other store & selling expenses.

Recent Accounting Pronouncements

There were no new accounting standards that had a material impact on the Company’s Consolidated Financial Statements during Fiscal 2023.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" (ASU 2023-07) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Refer to Note 1, “Summary of Significant Accounting Policies,” for the Company's disclosure in accordance with ASU 2023-07.

There were no other new accounting standards that had a material impact on the Company’s Consolidated Financial Statements and notes thereto during Fiscal 2024.

Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 "Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topics 740):

Improvements to Income Tax Disclosures" (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company is currently determining the impact that ASU 2023-09 will have on its consolidated financial statement disclosures.

Restricted Cash and Cash Equivalents

At February 3, 2024 the Company had no restricted cash and cash equivalents.

At January 28, 2023 , restricted cash and cash equivalents consisted of $ 6.6 million related to collateral for certain insurance contracts.

The Company is currently evaluating the impact of ASU 2023-09 on its disclosures in the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of income statement expenses" (ASU 2024-03), which requires disaggregated disclosure of income statement expenses for public business entities.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.

Property and Equipment

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depreciation and amortization

As of February 3, 2024 and January 28, 2023 , assets, net of accumulated amortization of $ 17.1 million and $ 13.6 million, respectively, held under finance leases amounted to approximately $ 21.8 million and $ 25.3 million, respectively, and are included in the line item “Buildings” in the foregoing table.

As of February 1, 2025 and February 3, 2024 , assets, net of accumulated amortization of $ 13.2 million and $ 17.1 million, respectively, held under finance leases amounted to approximately $ 18.4 million and $ 21.8 million, respectively, and are included in the line item “Buildings” in the foregoing table.

Amortization expense related to finance leases is included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income.

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Refer to Note 4, “Impairment Charges,” for further discussion.

Intangible Assets

Intangible assets at February 3, 2024 and January 28, 2023 consist primarily of tradenames.

(in thousands)

February 3, 2024

January 28, 2023

Impairment Charges

Impairment charges recorded during Fiscal 2024, Fiscal 2023 and Fiscal 2022 amounted to $ 12.9 million, $ 6.4 million and $ 21.4 million, respectively.

Impairment charges are primarily related to declines in revenues and operating results of certain stores in Fiscal

2023, Fiscal 2022, and Fiscal 2021, as well as sales of owned properties in Fiscal 2022.

Impairment charges are primarily related to declines in revenues and operating results of certain stores in Fiscal 2024, Fiscal 2023, and Fiscal 2022, as well as sales of owned properties in Fiscal 2024 and Fiscal 2022.

Impairment charges during these periods related to the following:

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Operating lease assets

The Company recorded impairment charges related to store-level assets for 11 stores during Fiscal 2023 , 16 stores during Fiscal 2022 , and nine stores during Fiscal 2021.

The Company recorded impairment charges related to store-level assets for 10 stores during Fiscal 2024 , 11 stores during Fiscal 2023 , and 16 stores during Fiscal 2022.

Long-lived assets are measured at fair value on a non-recurring basis for purposes of calculating impairment using the fair value hierarchy of ASC Topic No.

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(in thousands)

Senior secured term loan facility (Term B-6 Loans), adjusted SOFR (with a floor of 0.00 %) plus 2.00 %, matures on June 24, 2028

Senior secured term loan facility, adjusted SOFR (with a floor of 0.00 %) plus 1.75 %, matures on September 24, 2031

Convertible senior notes, 2.25 %, mature on April 15, 2025

1 unchanged sentence

ABL senior secured revolving facility, SOFR plus spread based on average outstanding balance, matures on December 22, 2026

Finance lease obl igations

Finance lease obligations

Unamortized deferred financing costs

2 unchanged sentences

Term Loan Facility

On June 24, 2021, BCFWC entered into Amendment No.

9 (the Ninth Amendment) to the Term Loan Credit Agreement governing the Term Loan Facility.

The Ninth Amendment, among other things, extended the maturity date from November 17, 2024 to June 24, 2028 , and changed the interest rate margins applicable to the Term Loan Facility from 0.75 % to 1.00 %, in the case of prime rate loans, and from 1.75 % to 2.00 %, in the case of LIBOR loans, with a 0.00 % LIBOR floor.

This amendment also requires quarterly principal payments of $ 2.4 million.

In connection with the execution of the Ninth Amendment, the Company incurred fees of $ 3.3 million, primarily related to legal and placement fees, which were recorded in the line item “Costs related to debt issuances and amendments” in the Company’s Consolidated Statement of Income.

Additionally, the Company recognized a loss on the extinguishment of debt of $ 1.2 million, representing the write-off of unamortized deferred financing costs and original issue discount, which was recorded in the line item “Loss on extinguishment of debt” in the Company’s Consolidated Statement of Income.

The Term Loan Facility is collateralized by a first lien on the Company's favorable leases, real estate and property & equipment and a second lien on the Company's inventory and receivables.

On May 11, 2023, the Company amended the Term Loan Credit Agreement to, effective as of June 30, 2023, change one of the reference interest rates for borrowings under the Term Loan Facility from the Term Loan Adjusted LIBOR Rate to the Adjusted Term SOFR Rate (as defined in the Term Loan Credit Agreement).

The Adjusted Term SOFR Rate includes a credit spread adjustment of 0.11 % for an interest period of one-month’s duration, 0.26 % for an interest period of three-months’ duration and 0.43 % for an interest period of six-months’ duration, with a floor of 0.00 %.

In connection with the execution of this amendment, the Company incurred fees of $ 0.1 million, primarily related to legal fees, which were recorded in the line item “Costs related to debt amendments” in the Company’s Consolidated Statement of Income.

Interest rates for the Term Loan Facility are based on:

(i) for SOFR rate loans, a rate per annum equal to the Adjusted Term SOFR Rate for the applicable interest period, plus an applicable margin;

and (ii) for prime rate loans, a rate per annum equal to the highest of (a) the variable annual rate of interest then announced by JPMorgan Chase Bank, N.A.

at its head office as its “prime rate,” (b) the federal reserve bank of New York rate in effect on such date plus 0.50 % per annum, and (c) the Adjusted Term SOFR Rate for the applicable class of term loans for one-month plus 1.00 %, plus, in each case, an applicable margin.

As of February 3, 2024 and January 28, 2023, the Company’s borrowing rate related to the Term Loan Facility was 7.4 % and 6.4 %, respectively.

BCFWC and certain of its subsidiaries and holding companies are party to a Credit Agreement (as amended, supplemented and otherwise modified, the Term Loan Facility) that provides for term loans in an aggregate principal amount as of February 1, 2025 of $ 1,246.9 million maturing on September 24, 2031 .

On September 24, 2024, the Company entered into an amendment to the Term Loan Facility dated as of February 24, 2011 (the "Amendment"), which among other things, (i) refinanced the outstanding $ 933 million principal amount of Term B-6 Loans with Term B-7 Loans in an aggregate principal amount of $ 1,250 million, which includes incremental term loans in an aggregate principal amount of $ 317 million, (ii) extended the maturity date from June 24, 2028 to September 24, 2031 , and (iii) reduced the interest rate margins applicable to the Company’s term loan facility from 1.00 % to 0.75 %, in the case of prime rate loans, and from 2.00 % to 1.75 %, in the case of SOFR loans, with a 0.00 % SOFR floor, and removed the SOFR adjustment.

The Term B-7 Loans were issued with an original issue discount of 99.5 .

The Term Loan Facility is collateralized by a first lien on BCFWC’s and each guarantor’s equity interests, equipment, intellectual property, and certain favorable leases and real estate, and certain related assets and proceeds thereof (subject to certain exceptions), and a second lien on BCFWC’s and each guarantor’s other assets and proceeds thereof (subject to certain exceptions).

As of February 1, 2025 and February 3, 2024 , the Company’s borrowing rate related to the Term Loan Facility, exclusive of the impact of interest rate swaps, was 6.1 % and 7.4 %, respectively.

2025 Convertible Notes

On April 16, 2020, the Company issued $ 805.0 million of its 2.25 % Convertible Senior Notes due 2025 (2025 Convertible Notes).

On April 16, 2020, the Company issued its 2025 Convertible Notes.

The 2025 Convertible Notes are general unsecured obligations of the Company.

1 unchanged sentence

The 2025 Convertible Notes will mature on April 15, 2025 , unless earlier converted, redeemed or repurchased.

On August 5, 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments.

The Company elected to early adopt this ASU as of the beginning of Fiscal 2021, using the modified retrospective method of transition.

As a result of adopting the guidance, the Company is no longer separating the Convertible Notes into debt and equity components, and is instead accounting for it wholly as debt.

Prior periods have not been restated.

During the second half of Fiscal 2021, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 2025 Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 232.7 million in aggregate principal amount of 2025 Convertible Notes held by them for a combination of an aggregate of $ 199.8 million in cash and 513,991 shares of the Company's common stock.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 124.6 million.

During the first quarter of Fiscal 2023, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 2025 Convertible Notes.

1 unchanged sentence

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 24.6 million.

During the first quarter of Fiscal 2023, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 2025 Convertible Notes.

Under the terms of the exchange agreements, the holders exchanged $ 110.3 million in aggregate principal amount of 2025 Convertible Notes held by them for $ 133.3 million in cash.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 24.6 million.

Prior to the close of business on the business day immediately preceding January 15, 2025, the 2025 Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods.

Thereafter, the 2025 Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The 2025 Convertible Notes are convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of April 15, 2025 .

The 2025 Convertible Notes have an initial conversion rate of 4.5418 shares per $ 1,000 principal amount of 2025 Convertible Notes (equivalent to an initial conversion price of approximately $ 220.18 per share of the Company’s common stock), subject to adjustment if certain events occur.

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For any excess above principal, the Company will deliver shares of its common stock.

The Company was not permitted to redeem the 2025 Convertible Notes prior to April 15, 2023.

From and after April 15, 2023, the Company is able to redeem for cash all or any portion of the 2025 Convertible Notes, at its option, if the last reported sale price of the Company’s common stock is equal to or greater than 130 % of the conversion price for a specified period of time, at a redemption price equal to

100 % of the principal aggregate amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Company may redeem for cash all or any portion of the 2025 Convertible Notes, at its option, if the last reported sale price of the Company’s common stock is equal to or greater than 130 % of the conversion price for a specified period of time, at a redemption price equal to 100 % of the principal aggregate amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders of the 2025 Convertible Notes may require the Company to repurchase their 2025 Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the 2025 Convertible Notes at a purchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase.

2 unchanged sentences

2027 Convertible Notes

On September 12, 2023, the Company closed the issuance of approximately $ 297.1 million aggregate principal amount of its 1.25 % Convertible Senior Notes due 2027 (2027 Convertible Notes) pursuant to separate, privately negotiated exchange and subscription agreements with a limited number of holders of its 2025 Convertible Notes and certain investors, in each case pursuant to exemptions from registration under the Securities Act of 1933.

On September 12, 2023, the Company closed the issuance of approximately $ 297.1 million aggregate principal amount of its 2027 Convertible Notes pursuant to separate, privately negotiated exchange and subscription agreements with a limited number of holders of its 2025 Convertible Notes and certain investors, in each case pursuant to exemptions from registration under the Securities Act of 1933.

The Company exchanged approximately $ 241.2 million in aggregate principal amount of the 2025 Convertible Notes for approximately $ 255.0 million in aggregate principal amount of the 2027 Convertible Notes.

5 unchanged sentences

Prior to the close of business on the business day immediately preceding September 15, 2027, the 2027 Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods.

Thereafter, the 2027 Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The 2027 Convertible Notes have an initial conversion rate of 4.8560 shares per $ 1,000 principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $ 205.93 per share of the Company’s common stock), subject to adjustment if certain events occur.

The initial conversion price represents a conversion premium of approximately 32.50 % over $ 155.42 per share, the last reported sale price of the Company’s common stock on September 7, 2023 on The New York Stock Exchange.

Upon conversion, the Company will pay cash up to the aggregate principal amount of 2027 Convertible Notes being converted, and pay (and deliver, if applicable) cash, shares of the Company’s common stock or a combination thereof, at its election, in respect of the remainder (if any) of the Company’s conversion obligation in excess of such aggregate principal amount.

Upon conversion, the Company will pay cash for the aggregate principal amount of 2027 Convertible Notes being converted, and pay (and deliver, if applicable) cash, shares of the Company’s common stock or a combination thereof, at its election, in respect of the remainder (if any) of the Company’s conversion obligation in excess of such aggregate principal amount.

The Company will not be able to redeem the 2027 Convertible Notes prior to December 20, 2025.

3 unchanged sentences

The effective interest rate is 1.7 %.

Secured Notes

On April 16, 2020, BCFWC issued $ 300.0 million of 6.25 % Senior Secured Notes due 2025 (Secured Notes).

The Secured Notes were senior, secured obligations of BCFWC, and interest was payable semiannually in cash, in arrears, at a rate of 6.25 % per annum on April 15 and October 15 of each year, beginning on October 15, 2020 .

The Secured Notes were guaranteed on a senior secured basis by Burlington Coat Factory Holdings, LLC, Burlington Coat Factory Investments Holdings, Inc.

and BCFWC’s subsidiaries that guarantee the loans under the Term Loan Facility.

On June 11, 2021, BCFWC redeemed the full $ 300.0 million aggregate principal amount of the Secured Notes.

The redemption price of the Secured Notes was $ 323.7 million, plus accrued and unpaid interest to, but not including, the date of redemption.

This redemption resulted in a pre-tax debt extinguishment charge of $ 30.2 million in Fiscal 2021.

ABL Line of Credit

The aggregate amount of commitments under the Second Amended and Restated Credit Agreement (as amended, supplemented and otherwise modified, the Amended ABL Credit Agreement) is $ 900.0 million (subject to a borrowing base limitation) and, subject to the satisfaction of certain conditions, the Company can increase the aggregate amount of commitments up to $ 1,200 million.

The interest rate margin applicable under the Amended ABL Credit Agreement in the case of loans drawn at the Secured Overnight Financing Rate (SOFR) is 1.125 % to 1.375 % in the case of a daily SOFR rate or a term SOFR rate (in each case, plus a credit spread adjustment of 0.10 %), and 0.125 % to 0.375 % in the case of a prime rate, depending on the average daily availability of the lesser of (a) the total commitments or (b) the borrowing base.

The ABL Line of Credit is collateralized by a first priority lien on the Company’s and each guarantor's inventory, receivables, bank accounts, and certain related assets and proceeds thereof (subject to certain exceptions), and a second priority lien on the Company's and each guarantor's other assets and proceeds thereof (other than real estate and subject to certain exceptions).

The Company believes that the Amended ABL Credit Agreement provides the liquidity and flexibility to meet its operating and capital requirements over the remaining term of the ABL Line of Credit.

Further, the calculation of the borrowing base under the Amended ABL Credit Agreement allows for increased availability with respect to inventory during the period from (i) August 1st through November 30th of each year or (ii) after 2023, a 120 day period selected by the Company commencing after February 15 of the applicable year and ending on or before December 15 of such year.

On July 20, 2022, BCFWC entered into a Fourth Amendment to the Second Amended and Restated Credit Agreement (the Amendment).

The Amendment increased the aggregate principal amount of the commitments of its current asset-based lending facility (the ABL Line of Credit) from $ 650.0 million to $ 900.0 million and replaced the LIBOR-based interest rate benchmark provisions with interest rate benchmark provisions based on a term secured overnight financing rate (SOFR) or a daily SOFR rate (in the case of daily SOFR, available for borrowings up to $ 100 million, or up to the full amount of the commitments if the term SOFR rate is not available).

The applicable SOFR rate includes a credit spread adjustment of 0.10 %.

BCFWC and certain of its subsidiaries and holding companies are party to a Second Amended and Restated Credit Agreement (as amended, supplemented and otherwise modified, the ABL Line of Credit) that provides for $ 900.0 million of revolving commitments (subject to a borrowing base limitation) maturing on December 22, 2026 , and, subject to the satisfaction of certain conditions, BCFWC can increase the aggregate amount of commitments up to $ 1,200 million.

The interest rate margin applicable under the ABL Line of Credit is 1.125 % to 1.375 % in the case of a daily SOFR rate or a term SOFR rate (in each case, plus a credit spread adjustment of 0.10 %), and 0.125 % to 0.375 % in the case of a prime rate, depending on the average daily availability of the lesser of (a) the total commitments or (b) the borrowing base.

The ABL Line of Credit is collateralized by a first priority lien on BCFWC’s and each guarantor's inventory, receivables, bank accounts, and certain related assets and proceeds thereof (subject to certain exceptions), and a second priority lien on BCFWC’s and each guarantor's other assets and proceeds thereof (other than real estate and subject to certain exceptions).

On June 26, 2023, BCFWC entered into a Fifth Amendment to the Second Amended and Restated Credit Agreement, which increased the sublimit for letters of credit thereunder from $ 150 million to $ 250 million.

The letter of credit sublimit will automatically be reduced to (i) $ 237.5 million on April 1, 2024, (ii) $ 225 million on July 1, 2024, (iii) $ 212.5 million on October 1, 2024, and (iv) $ 200 million on January 1, 2025.

BCFWC and the agent may extend the foregoing dates under clauses (i) through (iii), as long as the sublimit is reduced to $ 200 million no later than January 1, 2025.

At January 28, 2023 , the Company had $ 795.7 million available under the ABL Line of Credit.

The Company did not have any borrowings during Fiscal 2022.

The letter of credit sublimit was subsequently reduced to $ 200 million.

At February 3, 2024 , the Company had $ 708.8 million available under the ABL Line of Credit.

The Company did no t have any borrowings during Fiscal 2023.

At February 1, 2025 , the Company had $ 827.0 million available under the ABL Line of Credit.

The Company did no t have any borrowings during Fiscal 2024.

Deferred Financing Costs

The Company had $ 2.1 million and $ 2.8 million in deferred financing costs associated with its ABL Line of Credit as of February 3, 2024 and January 28, 2023 , respectively, which are recorded in the line item “Other assets” in the Company’s Consolidated Balance Sheets.

In addition, the Company had $ 7.0 million and $ 7.4 million of deferred financing costs associated with its Term Loan Facility and Convertible Notes, recorded in the line item “Long term debt” in the Company’s Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023, respectively.

The Company had $ 1.4 million and $ 2.1 million in deferred financing costs associated with its ABL Line of Credit as of February 1, 2025 and February 3, 2024 , respectively, which are recorded in the line item “Other assets” in the Company’s Consolidated Balance Sheets.

In addition, the Company had $ 6.3 million and $ 7.0 million of deferred financing costs associated with its Term Loan Facility and Convertible Notes, recorded in the line item “Long term debt” in the Company’s Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024, respectively.

Amortization of deferred financing costs amounted to $ 3.1 million, $ 3.2 million and $ 3.6 million during Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively, which was included in the line item “Interest expense” in the Company’s Consolidated Statements of Income.

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820, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

There is no impact of netting because the Company only has the one derivative mentioned above.

Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of February 3, 2024 and January 28, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivative portfolios.

There is no impact of netting because the Company’s only derivatives are interest rate swap contracts that are with separate counterparties and are under separate master netting agreements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current

credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of February 1, 2025 and February 3, 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivative portfolio.

As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy.

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Cash Flow Hedges of Interest Rate Risk

On June 24, 2021, the Company terminated its previous interest rate swap, and entered into a new interest rate swap, which hedges $ 450 million of the variable rate exposure on the Term Loan Facility at a blended rate of 2.19 %.

This derivative contract was designated as a cash flow hedge.

During the second quarter of Fiscal 2023, the Company amended its interest rate swap to be based on SOFR rather than LIBOR, which resulted in an updated swap rate of 2.16 %.

This amendment was covered under the guidance in ASU 2020-04, Reference Rate Reform (“ASC 848”) and did not impact the hedge accounting relationship.

The amount of loss deferred for the previous interest rate swap was $ 26.9 million.

The Company amortized this amount from accumulated other comprehensive income into interest expense over the original life of the previous interest rate swap, which had an original maturity date of December 29, 2023 .

The current interest rate swap had a liability fair value at inception of $ 26.9 million.

The Company is accreting this amount into accumulated other comprehensive income as a benefit to interest expense over the life of the new interest rate swap, which has a maturity date of June 24, 2028 .

During Fiscal 2023, the Company’s derivative was used to hedge the variable cash flows associated with existing variable-rate debt.

On September 27, 2024, the Company terminated its previous $ 450 million interest rate swap, and entered into a new interest rate swap in the notional amount of $ 500 million with a blended interest rate of 2.83 %.

On this same date, the Company also entered into a new interest rate swap for $ 300 million with an interest rate of 3.37 %.

These interest rate swap agreements are designated as cash flow hedges.

During Fiscal 2024, the Company’s derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in the line item “Accumulated other comprehensive income” on the Company’s Consolidated Balance Sheets and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

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$ 800.0 million

June 24, 2028

2.83 % - 3.37 %

September 24, 2031

Tabular Disclosure

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February 1, 2025

January 28, 2023

February 3, 2024

Derivatives Designated as Hedging Instruments

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February 1, 2025

January 28, 2023

February 3, 2024

January 28, 2023

Unrealized gains, before taxes

Income tax expense

Income tax benefit

Unrealized gains, net of taxes

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February 1, 2025

January 28, 2023

February 3, 2024

January 28, 2023

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The Company does not have any shares of preferred stock issued or outstanding.

The Company’s Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting

any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware.

The issuance of the Company’s preferred stock could have the effect of decreasing the trading price of the Company’s common stock, restricting dividends on the Company’s capital stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s capital stock, or delaying or preventing a change in control of the Company.

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Share Repurchase Program

On February 16, 2022, the Company's Board of Directors authorized the repurchase of up to $ 500.0 million of common stock, which was authorized to be executed through February 2024 .

As of the end of Fiscal 2023, the Company had $ 115.4 million remaining under this share repurchase authorization.

On August 15, 2023, the Company's Board of Directors authorized the repurchase of up to an additional $ 500.0 million of common stock, which is authorized to be executed through August 2025 .

As of the end of Fiscal 2023, the Company had $ 500.0 million remaining under this share repurchase authorization.

On August 15, 2023, the Company's Board of Directors authorized the repurchase of up to $ 500 million of common stock, which is authorized to be executed through August 2025 .

These repurchase programs are funded using the Company’s available cash and borrowings under the ABL Line of Credit.

During Fiscal 2024 , the Company repurchased 1,013,561 shares of common stock for $ 241.9 million under its share repurchase program.

As of the end of Fiscal 2024 , the Company had $ 263.2 million remaining under this share repurchase authorization.

Net Income Per Share

Basic net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding.

restricted stock and restricted stock unit awards, and the if-converted method for the 2025 Convertible Notes and 2027 Convertible Notes.

Dilutive net income per share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company’s stock option, restricted stock and restricted stock unit awards, and the if-converted method for the 2025 Convertible Notes and 2027 Convertible Notes.

(in thousands, except per share data)

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Stock option transactions during Fiscal 2024 are summarized as follows:

Options outstanding, January 28, 2023

Options outstanding, February 3, 2024

Options granted

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Average Grant

Non-vested awards outstanding, January 28, 2023

Non-vested awards outstanding, February 3, 2024

Awards granted

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The Company grants performance-based restricted stock units to its senior executives.

Vesting of the performance stock units granted in Fiscal 2021 is based on continued service and the achievement of pre-established adjusted EBIT margin expansion and sales compounded annual growth rate (CAGR) goals (each weighted equally) over a three-year performance period.

Vesting of the performance stock units granted in Fiscal 2022 and Fiscal 2023 are based on continued service and the achievement of specified pre-established adjusted net income per share growth over a three-year performance period, as applicable for each grant.

Vesting of the performance stock units granted in Fiscal 2022, Fiscal 2023, and Fiscal 2024 are based on continued service and the achievement of pre-established adjusted net income per share growth over a three-year performance period.

Based on the Company’s achievement of these goals, each award may be earned up to 200 % of the target award.

In the event that actual

performance is below threshold, no award will be made.

In the event that actual performance is below threshold, no award will be made.

Compensation costs recognized on the performance stock units are adjusted, as applicable, for performance above or below the target specified in the award.

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Average Grant

Non-vested awards outstanding, January 28, 2023

Non-vested awards outstanding, February 3, 2024

Awards granted

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Weighted average remaining lease term (years)

The above schedule excludes approximately $ 696.3 million for 84 stores and one warehouse that the Company has committed to open or relocate but has not yet taken possession of the space.

The above schedule excludes approximately $ 451.4 million for 66 stores that the Company has committed to open or relocate but has not yet taken possession of the space.

The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully collateralized basis.

The Company has entered into a lease agreement for a new distribution center in Ellabell, GA, which is expected to commence in May 2025.

The Company does not have control of the asset during construction, but it is involved in the design and construction of the related asset.

Additionally, the lease agreement has a purchase option, which can be exercised beginning after the earlier of (a) substantial completion of construction or (b) the date the Company commences business operations in the premises.

The table above includes a lease liability for the Company’s Cactus Ave.

distribution center in Riverside, CA.

The Company signed an agreement to purchase this facility during Fiscal 2024.

The following is a schedule of net lease costs for the years indicated:

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February 1, 2025

January 28, 2023

February 3, 2024

January 28, 2023

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Total lease cost

Less all rental income (d)

Total net rent expense (e)

Impairment (gain) on sale and leaseback transaction (d)

Less all rental income (e)

Total net rent expense (f)

(a) Included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income.

(b) Included in the line item “Interest expense” in the Company’s Consolidated Statements of Income.

Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income.

(d) Included in the line item “Other revenue” in the Company’s Consolidated Statements of Income.

(e) Excludes an immaterial amount of short-term lease cost.

(c) Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income.

Variable lease cost is primarily comprised of real estate taxes, common area maintenance, insurance and percentage rent.

(d) Impairment included in the line item "Impairment charges - long-lived assets" and gain included in line item “Other income - net” in the Company’s Consolidated Statements of Income.

(e) Included in the line item “Other revenue” in the Company’s Consolidated Statements of Income.

(f) Excludes an immaterial amount of short-term lease cost.

Supplemental cash flow disclosures related to leases are as follows:

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February 1, 2025

January 28, 2023

February 3, 2024

January 28, 2023

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(in thousands)

Total income (loss) before income taxes

Total income before income taxes

Income tax expense (benefit) was as follows for Fiscal 2024, Fiscal 2023 and Fiscal 2022:

(in thousands)

Total income tax expense (benefit)

Total income tax expense

The tax rate reconciliations were as follows for Fiscal 2024, Fiscal 2023 and Fiscal 2022:

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State income taxes, net of federal benefit

Excess tax benefit from stock compensation

Non-deductible expenses

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February 1, 2025

January 28, 2023

February 3, 2024

Non-current deferred tax assets and liabilities:

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As of February 1, 2025 , the Company has a deferred tax asset related to net operating losses of $ 4.5 million, inclusive of $ 4.1 million of state net operating losses which will expire at various dates between 2025 and 2040 and $ 0.4 million of deferred tax assets recorded for Puerto Rico net operating loss carry-forwards that will expire in 2025 .

As of February 3, 2024 , the Company had tax credit carry-forwards of $ 10.8 million, inclusive of state tax credit carry-forwards of $ 10.4 million that will begin to expire in 2024 and $ 0.4 million of Puerto Rico alternative minimum tax (AMT) credits that have an indefinite life .

As of January 28, 2023 , the Company had a deferred tax asset related to net operating losses of $ 11.3 million, inclusive of $ 11.0 million of state net operating losses, and $ 0.3 million of deferred tax assets recorded for Puerto Rico net operating loss carry-forwards.

As of January 28, 2023 , the Company had tax credit carry-forwards of $ 11.1 million, inclusive of state tax credit carry-forwards of $ 10.4 million, and $ 0.7 million of Puerto Rico AMT credits.

The Company believes that it is more likely than not that the benefit from certain state net operating loss carry forwards and credits will not be realized.

In recognition of this risk, the Company has provided a valuation allowance of $ 1.3 million on state net operating losses and $ 9.8 million on state tax credit carry forwards.

In addition, the Company believes that it is more likely than not that the benefit from Puerto Rico net operating loss carry-forwards will not be realized.

As a result, it has provided for a full valuation allowance of $ 0.3 million.

If the Company's assumptions change and it determines it will be able to realize these net operating losses or credits, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets as of February 3, 2024 will be recorded to the Company’s Consolidated Statement of Income.

As of January 28, 2023 , the Company provided a total valuation allowance of $ 13.1 million, inclusive of $ 3.3 million of valuation allowance related to state net operating losses, $ 9.5 million related to tax credit carry-forwards and $ 0.3 million related to Puerto Rico.

As of February 1, 2025 , the Company had tax credit carry-forwards totaling $ 8.3 million, inclusive of $ 4.9 million in foreign tax credits, which will begin to expire in Fiscal 2033 and $ 3.4 million in state tax credit carry-forwards, which will begin to expire in Fiscal 2025 .

As of February 3, 2024 , the Company had a deferred tax asset related to net operating losses of $ 5.7 million, inclusive of $ 5.4 million of state net operating losses, and $ 0.3 million of deferred tax assets recorded for Puerto Rico net operating loss carry-forwards.

As of February 3, 2024 , the Company had tax credit carry-forwards of $ 10.8 million, inclusive of state tax credit carry-forwards of $ 10.4 million, and $ 0.4 million of Puerto Rico AMT credits.

The Company believes it is more likely than not that certain state net operating loss carry-forwards and credits will not be realized.

To account for this risk, the Company has established a valuation allowance totaling $ 8.9 million, inclusive of $ 4.9 million for foreign tax credit carry-forwards, $ 0.6 million for state net operating losses, $ 3.0 million for state tax credit carry-forwards, and $ 0.4 million for Puerto Rico net operating loss carry-forwards.

If the Company’s assumptions change and it determines that these net operating losses or credits can be realized, the resulting tax benefits from reversing the valuation allowance on deferred tax assets as of February 1, 2025 will be recorded to the Company’s Consolidated Statement of Income.

As of February 3, 2024 , the Company provided a total valuation allowance of $ 11.4 million, inclusive of $ 1.3 million of valuation allowance related to state net operating losses, $ 9.8 million related to tax credit carry-forwards and $ 0.3 million related to Puerto Rico’s net operating loss.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (exclusive of interest and penalties) is as follows:

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Lapse of statute of limitations

Balance at January 28, 2023

Balance at February 3, 2024

Additions for tax positions of the current year

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Within the next twelve months, the Company does not expect any significant changes in its unrecognized tax benefits.

As of January 28, 2023 , the Company reported total unrecognized benefits of $ 3.9 million, of which $ 3.1 million would affect the Company’s effective tax rate if recognized.

As of February 3, 2024 , the Company reported total unrecognized benefits of $ 3.1 million, of which $ 2.5 million would affect the Company’s effective tax rate if recognized.

As a result of previous positions taken, the Company recorded a net benefit of $ 0.8 million of interest and penalties during Fiscal 2023 in the line item “Income tax expense” in the Company’s Consolidated Statements of Income.

Cumulative interest and penalties of $ 8.0 million are recorded in the line item “Other liabilities” in the Company’s Consolidated Balance Sheets as of January 28, 2023.

Cumulative interest and penalties of $ 7.0 million are recorded in the line item “Other liabilities” in the Company’s Consolidated Balance Sheets as of February 3, 2024.

The Company files tax returns in the U.S.

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The Company is open to examination by the IRS under the applicable statutes of limitations for Fiscal Years 2021 through 2024 .

The Company or its

subsidiaries’ state and Puerto Rico income tax returns are open to audit for Fiscal Years 2019 through 2023 with a few exceptions, under the applicable statutes of limitations.

The Company or its subsidiaries’ state and Puerto Rico income tax returns are open to audit for Fiscal Years 2020 through 2024 with a few exceptions, under the applicable statutes of limitations.

There are ongoing state audits in several jurisdictions, and the Company has accrued for possible exposures as required under Topic No.

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820 which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements.

820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy:

820 defines fair value as the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy:

Quoted prices for identical assets or liabilities in active markets.

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Financial Assets

The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of February 3, 2024 and January 28, 2023 are summarized below:

The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of February 1, 2025 and February 3, 2024 are summarized below:

(in thousands)

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February 1, 2025

January 28, 2023

Term B-6 Loans

February 3, 2024

Term Loan Facility

2025 Convertible Notes

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The estimated fair values of the Company’s debt are classified as Level 2 in the fair value hierarchy, and are based on current market quotes received from inactive markets.

Although management is not aware of any factors that could significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and current estimates of fair value may differ from amounts presented herein.

Although management is not aware of any factors that could significantly affect the estimated

fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and current estimates of fair value may differ from amounts presented herein.

Commitments and Contingencies

In the course of business, the Company is party to class or collective actions alleging violations of federal and state wage and hour and other labor statutes, representative claims under the California Private Attorneys’ General Act and various other lawsuits and regulatory proceedings from time to time including, among others, commercial, product, employee, customer, intellectual property and other claims.

Actions against us are in various procedural stages.

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Letters of Credit

The Company had irrevocable letters of credit in the amounts of $ 75.8 million and $ 51.1 million as of February 3, 2024 and January 28, 2023, respectively.

Letters of credit outstanding as of February 3, 2024 and January 28, 2023 amounted to $ 75.8 million and $ 47.4 million, respectively, guaranteeing performance under various lease agreements, insurance contracts, and utility agreements.

The Company also had outstanding letters of credit arrangements in the aggregate amount of $ 3.7 million at January 28, 2023 , related to certain merchandising agreements, and none at February 3, 2024 .

Based on the terms of the agreement governing the ABL Line of Credit, the Company had the ability to enter into letters of credit up to $ 174.2 million and $ 98.9 million as of February 3, 2024 and January 28, 2023, respectively.

The Company had irrevocable letters of credit in the amounts of $ 52.5 million and $ 75.8 million as of February 1, 2025 and February 3, 2024, respectively.

Letters of credit outstanding as of February 1, 2025 and February 3, 2024 amounted to $ 51.9 million and $ 75.8 million, respectively, guaranteeing performance under various lease agreements, insurance contracts, and utility agreements.

The Company also had outstanding letters of credit arrangements in the aggregate amount of $ 0.6 million at February 1, 2025 , related to certain merchandising agreements, and none at February 3, 2024 .

Based on the terms of the agreement governing the ABL Line of Credit, the Company had the ability to enter into letters of credit up to $ 147.5 million and $ 174.2 million as of February 1, 2025 and February 3, 2024, respectively.

Inventory Purchase Commitments

The Company had $ 1,594.0 million of purchase commitments related to goods that were not received as of February 1, 2025.

Death Benefits

In November 2005, the Company entered into agreements with three of the Company’s former executives whereby, upon each of their deaths, the Company will pay $ 1.0 million to each respective designated beneficiary.

CONDENSED FINANCIAL INFORMATION

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LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current maturities of long term debt

Current liabilities

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Net cash used in financing activities

(Decrease) increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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The 2025 Convertible Notes will mature on April 15, 2025 , unless earlier converted, redeemed or repurchased.

During the second half of Fiscal 2021, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the 2025 Convertible Notes.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 124.6 million.

During the first quarter of Fiscal 2022, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the 2025 Convertible Notes.

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BCFWC and Burlington Merchandising Corporation, a Delaware corporation, wholly owned subsidiaries of the Company, have entered into a promissory note, in which they jointly and severally have promised to pay to the Parent an amount equal to the principal of the 2025 Convertible Notes and 2027 Convertible Notes.

In connection with the promissory note, there was a $ 453.2 million and $ 507.7 million intercompany note receivable as of February 3, 2024 and January 28, 2023, respectively, related to the cash transferred to Parent subsidiaries for the Convertible Notes, which is included in the line item "Investment in subsidiaries" in the Condensed Balance Sheets.

In connection with the promissory note, there was a $ 453.2 million intercompany note receivable as of both February 1, 2025 and February 3, 2024 related to the cash transferred to Parent subsidiaries for the Convertible Notes, which is included in the line item "Investment in subsidiaries" in the Condensed Balance Sheets.

The interest rate and repayment terms of the intercompany note receivable are consistent with that of the 2025 Convertible Notes and 2027 Convertible Notes.

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Share Repurchase Program

On February 16, 2022, the Parent Company's Board of Directors authorized the repurchase of up to an additional $ 500.0 million of common stock, which was authorized to be executed through February 2024.

As of the end of Fiscal 2023, the Parent Company had $ 115.4 million remaining under this share repurchase authorization.

On August 15, 2023, the Parent Company's Board of Directors authorized the repurchase of up to an additional $ 500 million of common stock, which is authorized to be executed through August 2025.

As of the end of Fiscal 2023, the Parent Company had $ 500.0 million remaining under this share repurchase authorization.

On August 15, 2023, the Parent Company's Board of Directors authorized the repurchase of up to $ 500 million of common stock, which is authorized to be executed through August 2025.

During Fiscal 2024 , the Parent Company repurchased 1,013,561 shares of common stock for $ 241.9 million under its share repurchase program.

As of the end of Fiscal 2024 , the Parent Company had $ 263.2 million remaining under this share repurchase authorization.

BURLINGTON STORES, INC.

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Valuation allowances on deferred tax assets

Year ended January 28, 2023

Year ended February 3, 2024

Allowance for doubtful accounts

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 3, 2024, of the Company and our report dated March 15, 2024 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of (ASU) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.”

Basis for Opinion

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Other Information.

Amendment to Amended and Restated Bylaws

On March 12, 2025, the Board of Directors of Burlington Stores, Inc.

approved and adopted an amendment to and restatement of the Company’s Amended and Restated Bylaws (Restated Bylaws), which became effective immediately.

The Restated Bylaws were amended and restated as follows:

• Modifications to the provisions relating to advance notice of director nominations and other business at annual stockholder meetings, including to update, enhance, clarify or limit the scope of information and disclosures required regarding noticing stockholders, proposed nominees and other related persons, and to define and modify the definition of certain terms.

• Certain other ministerial changes, clarifications, technical edits and updates.

The foregoing summary of the Restated Bylaws does not purport to be a complete description of the amendments made to the Company’s Amended and Restated Bylaws.

It is qualified in its entirety by reference to the complete text of the Restated Bylaws which is attached as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference herein.

Adoption, Modification or Termination of Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended February 1, 2025 , no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Directors, Executive Off icers and Corporate Governance

For the information required by this Item 10, see “Election of Directors,” “Information About Our Executive Officers,” “Corporate Governance,” and “Board Committees,” in the Proxy Statement for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”), which information is incorporated herein by reference.

For the information required by this Item 10, see “Election of Directors,” “Information About Our Executive Officers,” “Corporate Governance,” “Board Committees” and “Insider Trading Policy” in the Proxy Statement for our 2025 Annual Meeting of Stockholders (the “Proxy Statement”), which information is incorporated herein by reference.

The Proxy Statement will be filed within 120 days of the close of our 2024 fiscal year.

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Amended and Restated Certificate of Incorporation of Burlington Stores, Inc.

Registration Statement on Form S-1/A

September 10, 2013

Amended and Restated Bylaws of Burlington Stores, Inc.

Quarterly Report on Form 10-Q

November 22, 2022

Amended and Restated Bylaws of Burlington Stores, Inc.

Description of the Registrant’s Securities.

Annual Report on Form 10-K

March 13, 2020

Indenture (including the form of Convertible Note), dated as of April 16, 2020, between Burlington Stores, Inc.

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Amendment No.

3, dated May 17, 2013, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent.

3, dated May 17, 2013, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the

Current Report on Form 8-K

lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent.

Amendment No.

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Quarterly Report on Form 10-Q

Amendment No.

11, dated as of September 24, 2021, to the Credit Agreement dated as of February 24, 2011 (as amended), by and among Burlington Coat Factory Warehouse Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto.

Current Report on Form 8-K

September 26, 2024

Second Amended and Restated Credit Agreement, dated September 2, 2011, among Burlington Coat Factory Warehouse Corporation, as lead borrower, the borrowers named therein and the facility guarantors party thereto, Bank of America, N.A., as administrative agent and as collateral agent, Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A., as co-syndication agents, and Suntrust Bank and U.S.

Bank, National Association, as co-documentation agents, the lenders named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint lead arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint bookrunners.

Current Report on Form 8-K

September 9, 2011

First Amendment to Second Amended and Restated Credit Agreement, dated August 13, 2014, by and among

Incorporated and Wells Fargo Capital Finance, LLC, as joint bookrunners.

First Amendment to Second Amended and Restated Credit Agreement, dated August 13, 2014, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

Current Report on Form 8-K

August 18, 2014

Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

Second Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2018, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.

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October 10, 2006

Pledge Agreement, dated April 13, 2006, by and between Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc., Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Realty Corp., Burlington Coat Factory Purchasing, Inc., K&T Acquisition Corp., Burlington

Pledge Agreement, dated April 13, 2006, by and between Burlington Coat Factory Holdings, Inc., Burlington Coat

Registration Statement on Form S-4

October 10, 2006

Coat Factory of New York, LLC, Burlington Coat Factory Warehouse of Baytown, Inc., Burlington Coat Factory of Texas, Inc., as the pledgors, and Bank of America, N.A., as collateral agent.

Factory Investments Holdings, Inc., Burlington Coat Factory Warehouse Corporation, Burlington Coat Factory Realty Corp., Burlington Coat Factory Purchasing, Inc., K&T Acquisition Corp., Burlington Coat Factory of New York, LLC, Burlington Coat Factory Warehouse of Baytown, Inc., Burlington Coat Factory of Texas, Inc., as the pledgors, and Bank of America, N.A., as collateral agent.

Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio.

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Current Report on Form 8-K

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019).

Quarterly Report on Form 10-Q

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

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Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and Kristin Wolfe pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for Make-Whole RSU Award).

Current Report on Form 8-K

Wolfe pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for Make-Whole RSU Award).

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

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Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and non-employee directors pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan.

Quarterly Report on Form 10-Q

August 25, 2022

non-employee directors pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan.

Security Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture

23 unchanged sentences

Quarterly Report on Form 10-Q

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after May 3, 2021).

Quarterly Report on Form 10-Q

Burlington Stores, Inc.

9 unchanged sentences

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and Travis Marquette pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for Make-Whole RSU Award).

Current Report on Form 8-K

July 15, 2021

Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc.

and Travis Marquette pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for Make-Whole Option Award).

Current Report on Form 8-K

July 15, 2021

Offer Letter with Michael Allison dated March 9, 2021.

Annual Report on Form 10-K

March 16, 2022

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after November 9, 2021).

Annual Report on Form 10-K

March 16, 2022

Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after November 9, 2021).

Annual Report on Form 10-K

March 16, 2022

Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc.

and award recipients pursuant to the Burlington Stores, Inc.

2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made to certain merchandising and planning associates).

1 unchanged sentence

March 16, 2022

Statement of Policy Concerning Securities Trading.

List of Subsidiaries of Burlington Stores, Inc.

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Policy on Recoupment of Incentive Compensation

Annual Report on Form 10-K

March 15, 2024

Inline XBRL Instance Document – the instance document does not appear in Interactive Data File, because its XBRL tags are embedded within the Inline XBRL document.

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Kristin Wolfe

/s/ Jeffrey Laub

/s/ Stephen Ferroni

Chief Accounting Officer

(Principal Accounting Officer)

Stephen Ferroni

/s/ Ted English

/s/ Shira Goodman

Shira Goodman

/s/ Michael Goodwin

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data