What changed in this filing

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Item 1. Business

2026-03-19 compared with 2025-03-17 · 91 added, 96 removed, 456 unchanged (29% of the section changed)

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We opened our first store in Burlington, New Jersey in 1972, selling primarily coats and outerwear.

Since then, we have expanded our store base to 1,108 stores as of February 1, 2025, in 46 states, Washington D.C.

Since then, we have expanded our store base to 1,212 stores as of January 31, 2026, in 46 states, Washington D.C.

and Puerto Rico.

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

We sell a broad selection of desirable, first-quality, current-brand, labeled merchandise acquired directly from nationally recognized manufacturers and other suppliers.

We continue to focus on a number of ongoing initiatives aimed at increasing our overall profitability by driving comparable store sales growth, expanding and enhancing our retail store base, and enhancing operating margins.

We continue to focus on several ongoing strategic initiatives aimed at operating with flexibility, responsiveness, and efficiency in everything we do, while delivering great value to our customers through continued improvement in the execution of our off-price model.

These initiatives include, but are not limited to, those discussed under “Ongoing Initiatives for Fiscal 2026” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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We define our fiscal year as the 52- or 53-week period ending on the Saturday closest to January 31.

This Annual Report covers the 52-week fiscal year ended February 1, 2025 (Fiscal 2024), the 53-week fiscal year ended February 3, 2024 (Fiscal 2023), and the 52-week fiscal year ended January 28, 2023 (Fiscal 2022).

This Annual Report covers the 52-week fiscal year ended January 31, 2026 (Fiscal 2025), the 52-week fiscal year ended February 1, 2025 (Fiscal 2024), and the 53-week fiscal year ended February 3, 2024 (Fiscal 2023).

Over 99% of our net sales are derived from stores we operate as Burlington Stores.

We believe that our customers are attracted to our stores principally by the availability of a large assortment of first-quality, current, brand-name merchandise at everyday low prices.

Burlington Stores offer customers a complete line of merchandise, including:

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

Our broad selection provides a wide range of apparel,

accessories and furnishings for all ages.

Burlington Stores offer customers a complete line of merchandise.

Our broad selection provides a wide range of apparel, accessories and furnishings for all ages.

Our strategy to chase the sales trend allows us the flexibility to purchase less pre-season merchandise with the balance purchased in-season and opportunistically.

It also provides us with the flexibility to shift purchases between suppliers and categories.

This enables us to obtain better terms with our suppliers, which we expect to help offset any rising costs of goods.

It also provides us with the flexibility to shift purchases between suppliers and categories and to react to changes in the marketplace in real time.

This enables us to obtain better terms with

our suppliers, which we expect to help offset any rising costs of goods.

Furthermore, we believe the “treasure hunt” nature of the off-price buying experience drives frequent visits to our stores.

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We have a proven track record of new store expansion.

Our store base has grown from 13 stores in 1980 to 1,108 stores as of February 1, 2025.

Our store base has grown from 13 stores in 1980 to 1,212 stores as of January 31, 2026.

Based on our smaller store prototype, as well as the ongoing opportunity presented by accelerating retail disruption and industry wide store closures, our long-term store target remains at 2,000 stores.

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Burlington, New Jersey;

and Logan, New Jersey, which became fully operational in Fiscal 2024.

three west coast distribution centers are located in San Bernardino, California, Redlands, California, and Riverside, California.

and Logan, New Jersey.

Our three west coast distribution centers are located in San Bernardino, California, Redlands, California, and Riverside, California.

These six distribution centers occupy an aggregate of 5,135,000 square feet, and each includes processing, shipping and storage capabilities.

In addition, we entered into a lease with a purchase option during Fiscal 2023 for an additional distribution center in Ellabell, Georgia occupying approximately 2,057,000 square feet.

The purchase option was exercised during Fiscal 2024.

This building is expected to be fully operational during Fiscal 2026.

We also entered into a lease with a purchase option during Fiscal 2023 for an additional distribution center in Ellabell, Georgia occupying approximately 2,057,000 square feet.

The purchase option was exercised during Fiscal 2024, and the building is expected to be fully operational during Fiscal 2026.

During Fiscal 2025, we purchased 178 acres of land in Buckeye, Arizona for the purpose of building a distribution center, which is expected to be operational in Fiscal 2028.

We also operate warehousing facilities to support our distribution centers.

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These five warehousing facilities occupy an aggregate of 2,383,000 square feet and primarily serve as storage facilities.

We previously operated a third warehousing facility in Burlington, New Jersey, which was closed during Fiscal 2023.

Primary Distribution Centers:

Distribution Centers:

Edgewater Park, New Jersey (Route 130 South)(a)

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Redlands, California (Pioneer Ave.)

Riverside, California (Cactus Ave.)(c)

Ellabell, Georgia(b)

Riverside, California (Cactus Ave.)

Ellabell, Georgia

Warehousing Facilities:

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(a) Inclusive of corporate offices.

(b) We entered into a lease with a purchase option during Fiscal 2023 for an additional distribution center in Ellabell, Georgia.

The purchase option was exercised during Fiscal 2024.

This building is expected to be fully operational during Fiscal 2026.

distribution center in Riverside, California.

In addition to the distribution centers that we operate, we have arrangements with third parties for the use of pool point facilities, which we believe streamline and optimize our distribution network.

In addition to the distribution centers that we operate, we have arrangements with third parties for the use of pool point facilities throughout the United States, which we believe streamline and optimize our distribution network.

Customer Service

We are committed to providing our customers with an enjoyable shopping experience in stores that are clean, neat and easy to shop.

Our goal is to facilitate a “treasure-hunt” experience for our customers with merchandise presentations that highlight the brands, value and diversity of selection within our frequently refreshed assortments.

In training our associates, our goal is to emphasize friendly customer service and a sense of professional pride.

We have empowered our store teams to provide a satisfying customer experience for every customer in every store, every day.

We have and continue to streamline processes and strive to create opportunities for fast and friendly customer interactions.

Our goal is to facilitate a “treasure-hunt” experience for our customers with clean, organized merchandise presentations that highlight the brands, value and diversity of selection within our frequently refreshed assortments.

Our Off-Price Sourcing and Merchandising Model

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We carry many different brands, none of which accounted for more than 5% of our net purchases during Fiscal 2025, Fiscal 2024 or Fiscal 2023.

We have no long-term

purchase commitments or arrangements with any of our suppliers, and believe that we are not dependent on any one supplier.

We have no long-term purchase commitments or arrangements with any of our suppliers, and believe that we are not dependent on any one supplier.

We continue to have good working relationships with our suppliers.

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We seek to purchase a majority of our merchandise in-season.

Buyers spend time interacting face-to-face with new and existing vendors and continuously evaluating trends in the market to which we believe our customers would respond positively.

Buyers spend time interacting face-to-face with new and existing vendors and continuously evaluating trends in the market to which we believe our customers will respond positively.

Our buyers use a merchant scorecard that rates products across four key attributes—fashion, quality, brand and price—to help formalize a framework for buying decisions.

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In addition, our management and cross-functional teams also work closely to evaluate human capital management issues such as associate retention and workplace safety, as well as to implement measures to mitigate these risks.

This process is informed by the results of our annual associate survey, which is discussed in further detail below.

This process is informed by the results of our associate surveys, as well as other ongoing feedback channels, which are discussed in further detail below.

Our Board of Directors and Board committees provide oversight on certain human capital matters.

For example, our Compensation Committee is responsible for, among other things, developing and reviewing executive management succession plans and reviewing our compensation policies for executives and associates generally to assess (i) whether the compensation structure establishes appropriate incentives and (ii) the risks associated with such policies and practices.

As of February 1, 2025, we employed 77,532 associates, of which 78% were part-time or seasonal associates.

As of January 31, 2026, we employed 83,309 associates, of which 79% were part-time or seasonal associates.

Of our associates, 91% worked in our stores, 6% worked in our distribution centers and 3% worked in our corporate organization.

As of February 1, 2025, 73% of our associates are female, and 79% of our associates have a racial or ethnic minority background.

Our staffing requirements fluctuate during the year as a result of the seasonality of our business.

As of January 31, 2026, 73% of our associates are female, and 79% of our associates have a racial or ethnic minority background.

Our staffing requirements fluctuate during the year because of the seasonality of our business.

We hire additional associates and increase the hours of part-time associates during seasonal peak selling periods.

As of February 1, 2025, associates at one of our stores were subject to a collective bargaining agreement.

As of January 31, 2026, associates at one of our stores were subject to a collective bargaining agreement.

Corporate Culture

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We have a caring work environment, and the generosity of our associates and customers helps to improve the communities we live and work in and beyond.

We conduct an annual associate survey to measure associate engagement.

The survey results help us understand the associate experience, evaluate our performance, identify our strengths and pinpoint opportunities for improvement.

We employ a continuous listening strategy that relies on a combination of associate surveys, focus groups, and ongoing feedback channels.

This feedback helps us understand the associate experience, evaluate our performance, identify our strengths and pinpoint opportunities for improvement.

Learning and Development

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Our core customer is 25-49 years old, is more ethnically diverse than the general population, and most have an annual household income of $25,000-$100,000.

The core customer is educated, resides in mid- to large-sized metropolitan areas and shops for themselves, their family, and their home.

We appeal to value seeking and brand conscious customers who understand the off-price model and love the thrill of the hunt.

The core customer resides in midsize to large metropolitan areas and shops for themselves, their family, and their home.

We appeal to value-oriented and brand-conscious customers who seek quality merchandise at compelling prices and are motivated by a frequently changing assortment that encourages repeat visits.

Marketing and Advertising

We use a mix of broad-based and targeted marketing strategies to efficiently deliver the right message to our audience at the right time.

Broad-based strategies include television and radio, while our digital and streaming audio strategies allow for more personalized and targeted messaging.

Email reaches our best customers, while social media marketing, including relationships with influencers, allows for authentic consumer engagement.

Burlington.com highlights our great merchandise values, while encouraging customers to visit our stores to discover fantastic deals on the brands and products they love - from stylish apparel to everything they need and want for their entire family and home.

Our broad-based strategies include television and radio, while our digital and streaming audio strategies allow for more personalized and targeted messaging.

Email reaches our loyal customers, while social media marketing, including influencers and user-generated content, allows for authentic consumer engagement.

Burlington.com showcases our great merchandise values, while encouraging customers to visit our stores to discover a wide and continually refreshed in-store assortment.

We believe this balanced mix of marketing channels is important to effectively reach and engage our customer base as media consumption continues to evolve.

retail apparel and home furnishings markets are highly fragmented and competitive.

We compete on the basis of a combination of factors, including, among others, price, breadth, quality and style of merchandise offered, in-store experience, level of customer service, ability to identify and respond to new and emerging fashion trends, brand image and scalability.

We compete on a combination of factors, such as price, breadth, quality and style of merchandise offered, in-store experience, level of customer service, ability to identify and respond to new and emerging fashion trends, brand image and scalability.

We compete for business with department stores, off-price retailers, specialty stores, online retailers, discount stores, wholesale clubs, and outlet stores, as well as with certain traditional, full-price retail chains that have developed off-price concepts.

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Sales of cold weather clothing are increased by early cold weather during the Fall, while sales of warm weather clothing are improved by early warm weather conditions in the Spring.

Although we have diversified our product offerings, we believe traffic to our stores is still driven, in part, by weather patterns.

Although we have diversified our product offering, we believe traffic to our stores is still driven, in part, by weather patterns.

We are the owner of certain registered and common law trademarks, service marks and tradenames (collectively referred to as the Marks) that we use in connection with our business.

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Consumer spending levels and shopping behaviors are affected by various economic conditions, which can affect our business or the retail industry generally as a result.

These factors include, among other things, prevailing global economic conditions, inflation (including the costs of basic necessities and other goods), levels of employment, salaries and wage rates, prevailing interest rates, housing and food costs, energy and fuel costs, commodities pricing, income tax rates and policies, immigration policies (including enforcement practices, particularly in regions with a relatively high concentration of Hispanic customers, which is an important demographic group within our customer base), consumer confidence and consumer perception of economic conditions.

In addition, consumer purchasing patterns may be influenced by consumers’ disposable income, credit availability and debt levels.

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In addition, natural disasters, industrial accidents, acts of war or global international conflicts (such as the conflict in Ukraine or the conflict in the Middle East), and public health issues (such as pandemics or epidemics) have in the past and may in the future have the effect of disrupting supplies and raising prices globally which, in turn, may have adverse effects on the world and U.S.

economies and lead to a

downturn in consumer confidence and spending.

Certain of these risks, such as risks arising from political volatility, may be enhanced in 2025 in light of the U.S.

administration’s change in trade and tariff policies.

economies and lead to a downturn in consumer confidence and spending.

Certain of these risks, such as risks arising from economic volatility, may be enhanced in light of the U.S.

administration’s trade and tariff policies.

General uncertainty regarding the future political and economic environment and potential adverse economic changes could reduce consumer confidence and could negatively affect our operating results.

We cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business.

The imposition of significant tariffs on imports from certain countries by the U.S.

have heightened uncertainty in the global trade environment.

These tariffs, along with retaliatory measures by other countries, may increase inflationary pressure and raise the

costs of our merchandise.

Additionally, on February 20, 2026, the U.S.

Supreme Court issued a ruling limiting the authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”), creating uncertainty regarding the potential recovery of tariffs previously assessed under that statute.

The availability, timing, and amount of any such refunds remain uncertain and depend on further legal, regulatory, and administrative actions.

There remains substantial uncertainty regarding the impacts of the U.S.

Supreme Court’s decision on the availability, timing, and amount of potential refunds, if any, as well as the scope and duration of any newly announced tariffs or retaliatory actions.

There can be no assurance that we will be able to offset inflationary pressure and other fluctuations in costs in the future, or that consumer behavior or our business, operations, liquidity, and/or financial results, will not be negatively affected by continued inflation in the future.

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Some of our competitors are larger than we are or have more experience than we do in selling certain product lines or through certain channels.

Additionally, existing competitors may consolidate with other retailers, expand their merchandise offerings, expand their e-commerce capabilities, and/or add new sales channels, change their pricing strategies, or use technology more effectively than we do, including the use of artificial intelligence.

More generally, consumer e-commerce spending may continue to increase, as it has in recent years, while our business is exclusively in brick-and-mortar stores.

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Customer traffic to these shopping areas may be adversely affected by the closing of such destination retailers or anchor stores, or by a reduction in traffic to such stores resulting from a regional or global economic downturn, a general downturn in the local area where our store is located, increased competition from alternative retail options such as those accessible via the internet or a decline in the desirability of the shopping environment of a particular power center.

Such a reduction in customer traffic would reduce our sales and leave us with excess inventory, which could have a material adverse effect on our business, financial condition, profitability and cash flows.

Such a reduction in customer traffic would reduce our sales and leave us with excess inventory, which could have a material

adverse effect on our business, financial condition, profitability and cash flows.

We may respond by increasing markdowns or transferring product to other stores to reduce excess inventory, which would further decrease our gross profits and net income.

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Failure to effectively meet these changing expectations and demands may adversely impact our reputation and our financial results.

We may be unable to meet evolving regulatory requirements and stakeholder expectations regarding environmental, social or governance (ESG) matters.

Many stakeholders, including investors, customers, employees, consumers and others, have increasingly focused on ESG topics, including environmental sustainability and corporate social responsibility matters such as climate change, packaging and waste reduction, and energy consumption in a variety of ways that are not necessarily consistent.

We face pressures from certain constituencies to meet our goals related to, and to make significant advancements toward achievements in, these areas.

Achievement of our goals is subject to risks and uncertainties, many of which are outside of our control, and it is possible that we may fail to achieve these goals or that these constituencies may not be satisfied with the goals we set or our efforts to achieve them.

Our disclosure on these matters and our failure, or perceived failure, to meet our goals and otherwise address these matters to our stakeholders’ satisfaction, could harm our reputation, which could negatively impact our business, our relationship with our various stakeholders, and our results of operations.

In addition, we could be criticized for the scope of our ESG initiatives.

Our failure to meet shifting stakeholder expectations could negatively impact our brand, image, reputation, credibility, and the willingness of our customers and suppliers to do business with us.

In addition, complying with ESG-related rules and regulations, including collecting, measuring and reporting related data, can be costly, difficult and time consuming.

Significant expenditures and commitment of time by management, employees and outside advisors may be involved in developing, implementing and overseeing policies, practices and internal controls related to ESG risk and performance, and we may undertake additional costs to meet our reporting and compliance obligations related to ESG matters.

For example, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on companies doing business in California and may increase our costs of compliance as a result.

We also may face stakeholder scrutiny, potential governmental enforcement actions or private litigation regarding our ESG initiatives and sustainability goals, or our disclosure of those goals and our metrics for measuring achievement of them, which may increase our costs of compliance, damage our reputation, or cause investors or consumers to lose confidence in us.

Extreme and/or unseasonable weather conditions caused by climate change or otherwise, or natural disasters, could have a significant adverse effect on our business.

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In addition, because higher net sales historically have occurred during the second half of the year, unseasonably warm weather during these months could have a disproportionately large effect on our business and materially adversely affect our financial condition and results of operations.

Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on the Company’s business and operations.

Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on our business and operations, including Company sales and cash flow.

Such public health crises, epidemics and pandemics have the potential to create significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration, as seen with the COVID-19 pandemic.

Such public health crises, epidemics and pandemics, could adversely affect our business and financial results, they may also have the effect of heightening many of the other risks described throughout this Annual Report.

We may be unable to meet evolving regulatory requirements and stakeholder expectations regarding environmental, social or governance (ESG) matters.

We face pressures from certain constituencies to meet our goals related to, and to make significant advancements toward achievements in, these areas.

In addition, we could be criticized for the scope of our ESG initiatives.

Our failure to meet shifting stakeholder expectations could negatively impact our brand, image, reputation, credibility, and the willingness of our customers and suppliers to do business with us.

In addition, complying with ESG-related rules and regulations, including collecting, measuring and reporting related data, can be costly, difficult and time consuming.

For example, the State of California passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that would impose broad climate-related disclosure obligations on companies doing business in California and may increase our costs

of compliance as a result;

however, claimants have sought to permanently enjoin the two laws and there remains much uncertainty with respect to the final outcome of these and other climate-related laws.

Strategic Risks

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In addition, to the extent that our new store openings are in existing markets, we may experience reduced net sales volumes in existing stores in those markets.

If we experience a decline in performance or lease payment allowances from our lessors become unavailable, we may slow or discontinue store openings, relocations, refreshes and/or remodels.

If we experience a decline in performance or landlord allowances become unavailable, we may slow or discontinue store openings, relocations, downsizes and/or remodels.

If any of the foregoing occurs, our growth and profitability may be negatively impacted.

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Similar to other retailers, we face challenges in securing and retaining sufficient talent in management and other key areas for many reasons, including competition in the retail industry generally and for talent in various geographic markets.

If we do not continue to attract qualified individuals, train

them in our business model, support their development and retain them, our performance could be adversely affected or our growth could be limited.

If we do not continue to attract qualified individuals, train them in our business model, support their development and retain them, our performance could be adversely affected or our growth could be limited.

We are also dependent upon temporary personnel to adequately staff our distribution facilities, with heightened dependence during busy periods such as the holiday season.

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Any inability on our part to do so could negatively affect our cash flows, financial condition and results of operations.

Many of our vendors produce merchandise overseas, and our business is exposed to the risk of foreign and domestic operations and international tax policies and trade relations.

Many of our vendors produce merchandise overseas, and our business is exposed to the risk of foreign and domestic operations and international tax and tariff policies and trade relations.

We do not own or operate any manufacturing facilities.

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• fluctuation in our vendors’ local currency against the dollar, which may increase our cost of goods sold;

• changes in import duties, tariffs, taxes, charges, quotas, loss of “most favored nation” trading status with the United States for a particular foreign country and trade restrictions (including the United States imposing antidumping or countervailing duty orders, safeguards, remedies or compensation and retaliation due to illegal foreign trade practices).

• changes in import duties, tariffs, taxes, charges, quotas, loss of “most favored nation” trading status with the United States for a particular foreign country, trade restrictions (including the United States imposing antidumping or countervailing duty orders, safeguards, remedies or compensation and retaliation due to illegal foreign trade practices) and other barriers to trade.

Any of the foregoing factors, or a combination thereof, could have a material adverse effect on our business.

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Although we source the majority of our merchandise from third party vendors located in the U.S., the production of that merchandise occurs primarily overseas.

As a result, we continue to evaluate the impact of currently effective tariffs, as well as any additional proposed tariffs, on our supply chain, costs, sales and profitability.

As a result, we have been impacted by the volatility in effective tariffs, including new tariffs that commenced in 2025, retaliatory tariffs and other restrictions on trade that have resulted and may result in the future.

We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful.

In addition, other major developments in tax policy or trade relations, such as the disallowance of tax deductions for imported merchandise or the imposition of additional unilateral tariffs on imported products, could increase the cost of products purchased from suppliers in such countries or restrict the importation of products from such countries, which in turn could have a material adverse effect on our business, results of operations and liquidity.

It remains unclear how tax or trade policies, tariffs or trade relations may change in the future, and additional changes in turn could have a material adverse effect on our business, results of operations and liquidity.

Any disruption to our distribution network could cause disruptions in our business, a loss of sales and profits, increases in our expenses, and other material adverse effects.

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In addition, some aspects of our business, like that of most retailers, involve the receipt, storage and transmission of customers’ personal information and consumer preferences, as well as confidential information about our employees, our vendors and our Company, some of which is entrusted to third-party service providers and vendors.

We are dependent on the integrity, security and consistent operations of these systems and related back-up systems, software, tools (including encryption technology) and monitoring to maintain reliable operations, provide

We are dependent on the integrity, security and consistent operations of these systems and related back-up systems, software, tools and monitoring to maintain reliable operations, provide

security and oversight for processing, transmission, storage and the protection of confidential information, and to recover from unexpected outages.

Like most major corporations, we, our customers and our third-party services providers face an evolving, increasing threat landscape in which cybercriminals, among others, employ a complex array of techniques designed to disrupt operations and/or access personal and other sensitive information, including, for example, the use of fraudulent or stolen access credentials, malware, ransomware, phishing, denial of service and other types of attacks.

Hardware, software or applications we develop or obtain from third parties may contain defects in design or manufacture or other problems that are not presently known and could unexpectedly compromise information security.

In addition, our employees, contractors or third parties with which we do business or to which we outsource business operations may attempt to circumvent our security measures in order to misappropriate such information, and may purposefully or inadvertently cause a breach involving such information or become subject to various other cyber-crimes.

Further, our computer systems and the third-party systems of our vendors are also subject to damage or interruption from a number of non-criminal causes, including power outages;

computer and telecommunications failures;

computer viruses;

and design or usage errors by our employees or contractors.

Moreover, the rapid evolution and increased adoption of artificial intelligence, Software as a Service (SaaS) and cloud technologies may intensify our cybersecurity risks.

Like most major corporations, we and our third‑party service providers face an increasingly complex threat landscape, with cybercriminals using techniques such as stolen credentials, malware, ransomware, phishing, and denial‑of‑service attacks to disrupt operations or access sensitive information.

Hardware, software or applications (including AI capabilities) we develop or obtain from third parties may contain defects in design or manufacture or other problems that are not presently known and could unexpectedly compromise information security.

In addition, our employees, contractors, or third parties may intentionally or inadvertently circumvent security controls, which could result in data breaches or other cybersecurity incidents.

Further, our systems and third‑party systems may also experience non‑malicious disruptions, such as power outages, telecommunications failures, software defects, or human error.

Moreover, the rapid evolution and increased adoption of artificial intelligence, machine learning, Software as a Service (SaaS), and cloud technologies may intensify our cybersecurity risks, especially as threat actors use AI to enhance attacks that are harder to detect and defend against.

If we or third parties with which we do business were to fall victim to successful cyber-attacks or experience other material cybersecurity incidents, including the loss of individually identifiable customer or other confidential data or the inability to provide contracted services, we may incur substantial costs and suffer other negative consequences, which may include:

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• increased cybersecurity protection costs, which may include the cost of continuing to make organizational changes, deploy additional personnel and protection technologies, train employees, and engage third party consultants;

• lost revenues resulting from operational disruption or the unauthorized use of proprietary information or the failure to retain or attract customers following an attack;

• lost revenues resulting from operational disruption or the unauthorized use of proprietary information or the failure to retain or attract customers following an incident;

• litigation and legal risks, including regulatory actions by state and federal governmental authorities;

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We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business.

We accept payments using a variety of methods, including cash, checks, credit and debit cards, and gift cards, and we may offer new payment options over time.

Acceptance of these payment methods subjects us to rules, regulations, contractual obligations and compliance requirements, including payment network rules and operating guidelines, data security standards and certification

requirements, and rules governing electronic funds transfers.

We accept payments using a variety of methods, including cash, checks, credit and debit cards, buy now pay later, and gift cards, and we may offer new payment options over time.

These requirements may change over time or be reinterpreted, making compliance more difficult or costly.

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Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

As of February 1, 2025, our obligations include (i) $1,238.9 million, inclusive of original issue discount, under our senior secured term loan facility (Term Loan Facility) and (ii) $156.2 million under our 2.25% Convertible Notes due April 15, 2025 (our “2025 Convertible Notes”) and $297.1 million under our 1.25% Convertible Notes due December 15, 2027 (our “2027 Convertible Notes” and, together with our 2025 Convertible Notes, our “Convertible Notes”).

We had no outstanding balance on our $900.0 million asset-based lending facility (ABL Line of Credit) as of February 3, 2024.

Our debt obligations also include $25.0 million of finance lease obligations as of February 1, 2025.

As of January 31, 2026, our obligations include (i) $1,719.4 million, inclusive of original issue discount, under our senior secured term loan facility (Term Loan Facility) and (ii) $297.1 million under our 1.25% Convertible Notes due December 15, 2027 (our “2027 Convertible Notes”).

We had no outstanding balance on our $1,000.0 million asset-based lending facility (ABL Line of Credit) as of January 31, 2026.

Our debt obligations also include $22.9 million of finance lease obligations as of January 31, 2026.

Estimated cash required to make interest payments for these debt obligations, net of the impact of our interest rate swap, amounts to approximately $93.2 million in the aggregate for the fiscal year ending January 30, 2027.

Our ability to make payments on and to refinance our debt, and to fund planned capital expenditures, will depend on our ability to generate cash in the future, which is to some extent subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing all or a portion of our debt, selling material

assets or operations or raising additional debt or equity capital.

We may not be able to successfully carry out any of these actions on a timely basis, on commercially reasonable terms or at all, or be assured that these actions would be sufficient to meet our capital requirements.

We may not be able to successfully carry out any of these actions on a

timely basis, on commercially reasonable terms or at all, or be assured that these actions would be sufficient to meet our capital requirements.

In addition, the terms of our existing or future debt agreements may restrict us from affecting any of these alternatives.

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In addition, even if holders of our 2027 Convertible Notes do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2027 Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

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

Conversion of the 2027 Convertible Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2027 Convertible Notes, or may otherwise depress the price of our common stock.

The conversion of some or all of the 2027 Convertible Notes will dilute the ownership interests of existing stockholders, as we will deliver shares of our common stock with respect to any excess over principal upon conversion of any of the 2027 Convertible Notes.

Our Convertible Notes may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances and our 2025 Convertible Notes are now convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of April 15, 2025.

The 2027 Convertible Notes may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances.

Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

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Future announcements or disclosures concerning us or any of our competitors, our strategic initiatives, our sales and profitability, our financial condition, any quarterly variations in actual or anticipated operating results or comparable sales, any failure to meet analysts’ expectations and sales of large blocks of our common stock, among other factors, could cause the market price of our common stock to fluctuate substantially.

addition, the stock market has experienced price and volume fluctuations that have affected the market price of many retail and other stocks that have often been unrelated or disproportionate to the operating performance of these companies.

In addition, the stock market has experienced price and volume fluctuations that have affected the market price of many retail and other stocks that have often been unrelated or disproportionate to the operating performance of these companies.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that stockholders might consider favorable.

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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 1. Business