What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-19 compared with 2025-03-17 · 293 added, 208 removed, 1207 unchanged (29% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

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

Consolidated Statements of Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025

Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

Notes to Consolidated Financial Statements for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

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

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.

and subsidiaries (the "Company") as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended January 31, 2026, 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 January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, 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 January 31, 2026, 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 19, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

11 unchanged sentences

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of

critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Retail Inventory Method—Impact of Markdowns—Refer to Note 1 to the financial statements

8 unchanged sentences

• We tested the effectiveness of management’s controls over inventory valuation, specifically those over the determination and execution of markdowns.

• We made a selection of markdowns recorded throughout the year to test the accuracy and timeliness of markdowns taken.

• We made a selection of markdowns recorded throughout the year to test the timeliness of markdowns taken.

• We made a selection of markdowns recorded after year-end to determine if the selected markdowns should have been taken as of the year-end balance sheet date.

22 unchanged sentences

Loss on extinguishment of debt

Interest income

Interest expense

15 unchanged sentences

Interest rate derivative contracts:

Net unrealized gain arising during the period

Net unrealized (loss) gain arising during the period

Net reclassification into earnings during the period

Other comprehensive income, net of tax

Other comprehensive (loss) income, net of tax

Total comprehensive income

18 unchanged sentences

Other current liabilities

Current maturities of long term debt

Current maturities of long term debt and other current debt

Total current liabilities

10 unchanged sentences

83,337,586 shares and 82,805,353 shares, respectively

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

62,717,720 shares and 63,284,385 shares, respectively

Additional paid-in-capital

35 unchanged sentences

FINANCING ACTIVITIES

Proceeds from long term debt—ABL Line of Credit

Principal payments on long term debt—ABL Line of Credit

Proceeds from long term debt—Term Loan Facility

6 unchanged sentences

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

2 unchanged sentences

Interest paid

Income tax payments (refund) - net

Income tax payments - net

Non-cash investing and financing activities:

1 unchanged sentence

Accrued purchases of property and equipment

Exchange of noncash assets

Land purchased through issuance of promissory note

See Notes to Consolidated Financial Statements.

8 unchanged sentences

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

1 unchanged sentence

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

8 unchanged sentences

Shares used for tax withholding

Shares issued as part of convertible debt settlement

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

1 unchanged sentence

Stock based compensation

Unrealized gains on interest rate derivative contracts, net of related taxes of $ 8.1 million

Unrealized losses on interest rate derivative contracts, net of related taxes of $ 4.9 million

Amount reclassified into earnings, net of related taxes of $ 4.2 million

Balance at February 1, 2025

Balance at January 31, 2026

See Notes to Consolidated Financial Statements.

2 unchanged sentences

Summary of Significant Accounting Policies

As of February 1, 2025, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), has expanded its store base to 1,108 retail stores in 46 states, Washington D.C.

As of January 31, 2026, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), has expanded its store base to 1,212 retail stores in 46 states, Washington D.C.

and Puerto Rico.

1 unchanged sentence

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

As of February 1, 2025 , the Company operated stores under the names “Burlington Stores” ( 1,107 stores), and “Cohoes Fashions” ( 1 store).

As of January 31, 2026 , the Company operated stores under the names “Burlington Stores” ( 1,211 stores), and “Cohoes Fashions” ( 1 store).

Cohoes Fashions offers products similar to those offered by Burlington Stores.

5 unchanged sentences

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 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.

The fiscal year ended January 31, 2026 (Fiscal 2025) consisted of 52 weeks, the fiscal year ended February 1, 2025 (Fiscal 2024) consisted of 52 weeks, and the fiscal year ended February 3, 2024 (Fiscal 2023 ) consisted of 53 weeks.

Use of Estimates

47 unchanged sentences

There were no impairment charges recorded during Fiscal 2025, Fiscal 2024 or Fiscal 2023 related to indefinite-lived intangible assets.

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

Intangible assets at January 31, 2026 and February 1, 2025 consist primarily of tradenames.

(in thousands)

February 1, 2025

January 31, 2026

February 1, 2025

13 unchanged sentences

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

Customer liabilities totaled $ 23.2 million and $ 36.8 million as of January 31, 2026 and February 1, 2025, respectively.

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

2 unchanged sentences

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 1, 2025 and February 3, 2024 were:

Self-insurance reserves as of January 31, 2026 and February 1, 2025 were:

(in thousands)

January 31, 2026

February 1, 2025

Short-term self-insurance reserve

24 unchanged sentences

Fiscal Years Ended

January 31, 2026

February 1, 2025

February 3, 2024

Subleased rental income and other

14 unchanged sentences

Other Income, Net

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 of gain on insurance recoveries during Fiscal 2022 , and no ne during Fiscal 2023 and Fiscal 2024 .

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

During Fiscal 2025 the Company had a one-time write-off of certain layaway liabilities, resulting in a one-time gain, which is included in other income, net.

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 2025 and Fiscal 2024.

Interest income was disaggregated from the financial statement line item other income, net on the Company’s Consolidated Statement of Income beginning in Fiscal 2025.

The amounts for Fiscal 2024 and Fiscal 2023 were retrospectively adjusted for comparability purposes.

Comprehensive Income

23 unchanged sentences

The Company maintains cash accounts that, at times, may exceed federally insured limits.

The Company has not experienced any losses from maintaining cash accounts in excess of such limits.

The Company has not experienced any losses

from maintaining cash accounts in excess of such limits.

Management believes that it is not exposed to any significant risks on its cash and cash equivalent accounts.

22 unchanged sentences

Loss on extinguishment of debt

Interest income

Interest expense

2 unchanged sentences

Recent Accounting Pronouncements

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

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("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 evaluating the impact of ASU 2023-09 on its disclosures in the consolidated financial statements.

Refer to Note 12, “Income Taxes” for the Company's disclosure in accordance with ASU 2023-09.

There were no other new accounting standards that had a material impact on the Company’s Consolidated Financial Statements and notes thereto during Fiscal 2025.

Accounting Pronouncements Not Yet Adopted

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

2 unchanged sentences

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

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)" (ASU 2025-06), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its disclosures in the consolidated financial statements.

Property and Equipment

1 unchanged sentence

(in thousands)

January 31, 2026

February 1, 2025

10 to 40 Years

9 unchanged sentences

depreciation and amortization

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.

As of January 31, 2026 and February 1, 2025 , assets, net of accumulated amortization of $ 15.4 million and $ 13.2 million, respectively, held under finance leases amounted to approximately $ 16.2 million and $ 18.4 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.

10 unchanged sentences

Impairment charges recorded during Fiscal 2025, Fiscal 2024 and Fiscal 2023 amounted to $ 9.9 million, $ 12.9 million and $ 6.4 million, respectively.

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

Fiscal 2025, Fiscal 2024, and Fiscal 2023, as well as sales of owned properties in Fiscal 2025 and Fiscal 2024.

Impairment charges during these periods related to the following:

2 unchanged sentences

Asset Categories

January 31, 2026

February 1, 2025

February 3, 2024

Store fixtures and equipment

12 unchanged sentences

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

Convertible senior notes, 1.25 %, mature on December 15, 2027

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

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

Convertible senior notes, 1.25 %, matures on December 15, 2027

ABL senior secured revolving facility, SOFR plus spread based on average outstanding balance, matures on July 25, 2030

Finance lease obligations

Unamortized deferred financing costs

current maturities

Total long-term debt

current maturities (a)

Long term debt, net of current maturities

(a) The amount presented in the table above excludes a $ 50.6 million short-term promissory note, which is included in the line item "Current maturities of long-term debt and other current debt" on the Consolidated Balance Sheet for Fiscal 2025.

This promissory note was repaid in February 2026.

Term Loan Facility

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.

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 January 31, 2026 of $ 1,730.6 million maturing on September 24, 2031 .

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 .

On June 11, 2025, the Company entered i nto an amendment to the Term Loan Facility, which among other things, provided for $ 500.0 million of incremental term loans under the Term Loan Credit Agreement as a dditional Term B-7 Loans.

The incremental term loans were issued with an original issue discount of 99.0 and are otherwise on terms identical to, and fungible with, the existing Term B-7 Loans.

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.

As of January 31, 2026 and February 1, 2025 , the Company’s borrowing rate related to the Term Loan Facility, exclusive of the impact of interest rate swaps, was 5.4 % and 6.1 %, respectively.

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.

The 2025 Convertible Notes bear interest at a rate of 2.25 % per year, payable semi-annually in cash, in arrears, on April 15 and October 15 of each year.

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

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.

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.

The initial conversion price represents a conversion premium of approximately 32.50 % over $ 166.17 per share, the last reported sale price of the Company’s common stock on April 13, 2020 (the pricing date of the offering) on the New York Stock Exchange.

During the first quarter of Fiscal 2021, the Company made an irrevocable settlement election for any conversions of the 2025 Convertible Notes.

Upon conversion, the Company will pay cash for the principal amount.

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

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.

In connection with certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2025 Convertible Notes in connection with such corporate event or during the relevant redemption period for such 2025 Convertible Notes.

The effective interest rate is 2.8 %.

On April 16, 2020, the Company issued its 2025 Convertible Notes, which matured on April 15, 2025 .

The 2025 Convertible Notes were general unsecured obligations of the Company and bore interest at a rate of 2.25 % per year, payable semi-annually in cash, in arrears, on April 15 and October 15 of each year.

Prior to maturity, holders of the 2025 Convertible Notes submitted conversion notices with respect to approximately $ 155.5 million aggregate principal amount of the 2025 Convertible Notes.

On the conversion settlement date, the Company paid to the converting holders the aggregate principal amount of 2025 Convertible Notes subject to conversion, and issued and delivered to such holders 57,149 shares of common stock, in respect of the remainder of its conversion obligation in excess of such aggregate principal amount.

At maturity, the Company paid in cash the principal balance and related accrued and unpaid interest on the 2025 Convertible Notes not previously converted.

There was no resulting debt extinguishment charge from this transaction.

2027 Convertible Notes

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.

This exchange resulted in aggregate pre-tax debt extinguishment charges of $ 13.6 million.

The Company also issued approximately $ 42.1 million in aggregate principal amount of 2027 Convertible Notes in a private placement to certain investors.

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.

An aggregate of up to 1,422,568 shares of common stock may be issued upon conversion of the 2027 Convertible Notes, which number is subject to adjustment up to an aggregate of 1,911,372 shares following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, and which is also subject to certain anti-dilution adjustments.

The 2027 Convertible Notes bear interest at a rate of 1.25 % per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023.

The 2027 Convertible Notes bear interest at a rate of 1.25 % per year, payable semi-annually in arrears on June 15 and December 15 of each year.

The 2027 Convertible Notes will mature on December 15, 2027 , unless earlier converted, redeemed or repurchased.

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 of December 15, 2027.

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.

7 unchanged sentences

ABL Line of Credit

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.

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 $ 1,000.0 million of revolving commitments (subject to a borrowing base limitation) maturing on July 25, 2030 , and, subject to the satisfaction of certain conditions, BCFWC can increase the aggregate amount of commitments up to an amount not to exceed the sum of (i) the greater of (x) $ 300.0 million and (y) the amount by which the Borrowing Base exceeds the aggregate Commitments, plus (iii) the amount of all permanent reductions in commitments after July 25, 2025.

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, 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 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.

On July 25, 2025, the Company entered into an amendment to the ABL Line of Credit in order to, among other things, (i) increase the aggregate principal amount of the commitments from $ 900.0 million to $ 1,000.0 million and (ii) extend the maturity date of the commitments and loans from December 22, 2026 to July 25, 2030 .

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.

At January 31, 2026, the Company had $ 934.5 million available under the ABL Line of Credit .

Average borrowings during Fiscal 2025 amounted to $ 20.2 million at an average interest rate of 5.5 %.

Deferred Financing Costs

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.

The Company had $ 3.1 million and $ 1.4 million in deferred financing costs associated with its ABL Line of Credit as of January 31, 2026 and February 1, 2025 , respectively, which are recorded in the line item “Other assets” in the Company’s Consolidated Balance Sheets.

In addition, the Company had $ 7.7 million and $ 6.3 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 January 31, 2026 and February 1, 2025, respectively.

Amortization of deferred financing costs amounted to $ 2.9 million, $ 3.1 million and $ 3.2 million during Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, which was included in the line item “Interest expense” in the Company’s Consolidated Statements of Income.

Amortization expense related to deferred financing costs as of February 1, 2025 for each of the next five fiscal years and thereafter is estimated to be as follows:

Amortization expense related to deferred financing costs as of January 31, 2026 for each of the next five fiscal years and thereafter is estimated to be as follows:

(in thousands)

1 unchanged sentence

Scheduled Maturities

Scheduled maturities of the Company’s long term debt obligations, as they exist as of February 1, 2025, in each of the next five fiscal years and thereafter are as follows:

Scheduled maturities of the Company’s long term debt obligations, as they exist as of January 31, 2026, in each of the next five fiscal years and thereafter are as follows:

(in thousands)

Total Long-Term Debt

Fiscal Years:

2 unchanged sentences

Finance lease liabilities

Total long-term debt

This promissory note was repaid in February 2026.

Derivative Instruments and Hedging Activities

20 unchanged sentences

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.

However, as of January 31, 2026 and February 1, 2025, 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.

8 unchanged sentences

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

On June 12, 2025, the Company entered into an interest rate swap agreement with a notional amount of $ 200.0 million and a fixed interest rate of 3.76 %.

On the same date, the Company also entered into an interest rate swap agreement with a notional amount of $ 100.0 million and a fixed interest rate of 3.73 %.

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

During Fiscal 2025, the Company’s derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

1 unchanged sentence

Amounts reported in accumulated other comprehensive income related to the Company’s derivative contracts will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

As of February 1, 2025 , the Company estimates that $ 14.2 million will be reclassified as a reduction to interest expense during the next twelve months.

As of February 1, 2025, the Company had the following outstanding interest rate derivative that was designated as a cash flow hedge of interest rate risk:

As of January 31, 2026 , the Company estimates that $ 8.0 million will be reclassified as a reduction to interest expense during the next twelve months.

As of January 31, 2026, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative

3 unchanged sentences

Maturity Date

Interest rate swap contract

Interest rate swap contracts

$ 1,100.0 million

5 unchanged sentences

Fair Values of Derivative Instruments

February 1, 2025

January 31, 2026

February 1, 2025

1 unchanged sentence

Interest rate swap contracts

Other liabilities

The following table presents the unrealized gains deferred to accumulated other comprehensive income resulting from the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods.

2 unchanged sentences

Interest Rate Derivatives:

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Unrealized gains, before taxes

Income tax benefit

Unrealized gains, net of taxes

Unrealized (losses) gains, before taxes

Income tax benefit (expense)

Unrealized (losses) gains, net of taxes

The following table presents information about the reclassification of losses from accumulated other comprehensive income into earnings related to the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods.

2 unchanged sentences

Component of Earnings:

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Interest (benefit) expense

Income tax expense (benefit)

Interest benefit

Income tax expense

Net reclassification into earnings

Capital Stock

As of February 1, 2025 , the total amount of the Company’s authorized capital stock consisted of 500,000,000 shares of common stock, par value $ 0.0001 per share, and 50,000,000 shares of undesignated preferred stock, par value of $ 0.0001 per share.

As of January 31, 2026 , the total amount of the Company’s authorized capital stock consisted of 500,000,000 shares of common stock, par value $ 0.0001 per share, and 50,000,000 shares of undesignated preferred stock, par value of $ 0.0001 per share.

The Company’s common stock is not entitled to preemptive or other similar subscription rights to purchase any of the Company’s securities.

10 unchanged sentences

The Company accounts for treasury stock under the cost method.

During Fiscal 2024 , the Company acquired 72,201 shares of common stock from employees for approximately $ 14.4 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock awards, which was recorded in the line item “Treasury stock” on the Company’s Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Consolidated Statements of Cash Flows.

During Fiscal 2025 , the Company acquired 113,304 shares of common stock from employees for approximately $ 27.0 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock units, which was recorded in the line item “Treasury stock” on the Company’s Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Consolidated Statements of Cash Flows.

Share Repurchase Program

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.

On August 15, 2023, the Company's Board of Directors authorized the repurchase of up to $ 500.0 million of common stock, which expired on August 15, 2025 .

On May 20, 2025, 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 May 20, 2027 .

This repurchase program is funded using the Company’s available cash and borrowings under the ABL Line of Credit.

During Fiscal 2025 , the Company repurchased 985,594 shares of common stock for $ 251.4 million under its share repurchase program.

2 unchanged sentences

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

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)

12 unchanged sentences

Stock-Based Compensation

On May 18, 2022, the Company's stockholders approved the Company's 2022 Omnibus Incentive Plan (the 2022 Plan).

The 2022 Plan provides for the granting of stock options, restricted stock and other forms of awards to key employees and directors of the Company or its affiliates.

On May 20, 2025, the Company’s stockholders approved an amendment to the Company's 2022 Omnibus Incentive Plan to, among other things, increase the number of shares of Company common stock subject to the plan by 3,100,000 .

The Company accounts for awards issued under the Plans in accordance with Topic No.

As of February 1, 2025 , there were 4,017,058 shares of common stock available for issuance under the Company's 2022 Omnibus Incentive Plan.

As of January 31, 2026 , there were 6,080,426 shares of common stock available for issuance under the Company's 2022 Omnibus Incentive Plan.

Non-cash stock compensation expense is as follows:

11 unchanged sentences

Exercise Price Ranges

All awards granted during Fiscal 2024, Fiscal 2023 and Fiscal 2022 generally vest in either one-fourth annual increments or one-third annual increments (subject to continued employment through the applicable vesting date).

All awards granted during Fiscal 2025, Fiscal 2024 and Fiscal 2023 generally vest in one-fourth annual increments (subject to continued employment through the applicable vesting date).

The final exercise date for any option granted is the tenth anniversary of the grant date.

1 unchanged sentence

Unless determined otherwise by the plan administrator, upon cessation of employment other than for cause, the majority of options that have not vested will terminate immediately, and unexercised vested options will be exercisable for a period of 60 to 180 days .

As of February 1, 2025, the Company had 1,456,342 options outstanding to purchase shares of common stock, and there was $ 39.6 million of unearned non-cash stock-based option compensation that the Company expects to recognize as expense over a weighted average period of 2.6 years.

As of January 31, 2026, the Company had 1,260,295 options outstanding to purchase shares of common stock, and there was $ 20.8 million of unearned non-cash stock-based option compensation that the Company expects to recognize as expense over a weighted average period of 1.9 years.

The awards are expensed on a straight-line basis over the requisite service period.

During Fiscal 2025, the Company eliminated stock option grants and shifted to granting more restricted stock units.

Stock option transactions during Fiscal 2025 are summarized as follows:

3 unchanged sentences

Options forfeited

Options outstanding, February 1, 2025

Options outstanding, January 31, 2026

(a) Options exercised during Fiscal 2025 had a total intrinsic value of $ 15.8 million.

18 unchanged sentences

The expected life of the options was estimated using historical exercise rates.

Restricted Stock Awards

Restricted stock awards granted during Fiscal 2024 were all service-based awards.

Restricted Stock Units

Restricted stock units granted during Fiscal 2025 were all service-based awards.

The fair value of each unit of restricted stock granted during Fiscal 2025 was based upon the closing price of the Company’s common stock on the grant date.

Most of the awards outstanding as of February 1, 2025 have graded vesting provisions that generally vest in one-fourth annual increments (subject to continued employment through the applicable vesting date).

Certain awards outstanding as of February 1, 2025 cliff vest at the end of a designated service period, ranging from two years to four years from the grant date.

Most of the awards outstanding as of January 31, 2026 have graded vesting provisions that generally vest in one-fourth annual increments (subject to continued employment through the applicable vesting date).

Certain awards outstanding as of January 31, 2026 cliff vest at the end of a designated service period, ranging from two years to four years from the grant date.

Awards granted to non-employee members of the Company’s Board of Directors vest 100 % on the first anniversary of the grant date.

Following a change of control, all unvested restricted stock awards shall remain unvested, provided, however, that 100 % of such shares shall vest if, following such change of control, the employment of the recipient is terminated without cause or, in some instances, the recipient resigns with good reason, within a certain period of time following a change in control.

As of February 1, 2025 , there was approximately $ 77.8 million of unearned non-cash stock-based compensation related to restricted stock awards that the Company expects to recognize as expense over a weighted average period of 2.3 years.

Following a change of control, all unvested restricted stock units shall remain unvested, provided, however, that 100 % of such shares shall vest if, following such change of control, the employment of the recipient is terminated without cause or, in some instances, the recipient resigns with good reason, within a certain period of time following a change in control.

As of January 31, 2026 , there was approximately $ 96.9 million of unearned non-cash stock-based compensation related to restricted stock units that the Company expects to recognize as expense over a weighted average period of 2.5 years.

The awards are expensed on a straight-line basis over the requisite service periods.

5 unchanged sentences

Awards forfeited

Non-vested awards outstanding, February 1, 2025

(a) Restricted stock awards vested during Fiscal 2024 had a total intrinsic value of $ 33.1 million.

Non-vested awards outstanding, January 31, 2026

(a) Restricted stock units vested during Fiscal 2025 had a total intrinsic value of $ 54.2 million.

Performance Share Units

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

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.

Vesting of the performance stock units granted 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.

1 unchanged sentence

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

As of February 1, 2025 , there was approximately $ 34.0 million of unearned non-cash stock-based compensation related to performance share units that the Company expects to recognize as expense over a weighted average period of 1.7 years.

As of January 31, 2026 , there was approximately $ 44.9 million of unearned non-cash stock-based compensation related to performance share units that the Company expects to recognize as expense over a weighted average period of 1.7 years.

The awards are expensed on a straight-line basis over the requisite service periods.

5 unchanged sentences

Awards forfeited

Non-vested awards outstanding, February 1, 2025

Non-vested awards outstanding, January 31, 2026

(a) Performance-based stock awards vested during Fiscal 2025 had a total intrinsic value of $ 23.3 million.

14 unchanged sentences

Weighted average remaining lease term (years)

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 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 above schedule excludes approximately $ 536.9 million for 96 stores and one office the Company has committed to open, expand or relocate but has not yet taken possession of the space.

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

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

1 unchanged sentence

Fiscal Year Ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Finance lease cost:

4 unchanged sentences

Total lease cost

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

(Gain) impairment on sale and leaseback transaction (d)

Less all rental income (e)

10 unchanged sentences

Fiscal Year Ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Cash paid for amounts included in the measurement of lease liabilities:

13 unchanged sentences

(in thousands)

January 31, 2026

February 1, 2025

February 3, 2024

Total income before income taxes

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

Income tax expense was as follows for Fiscal 2025, Fiscal 2024 and Fiscal 2023:

(in thousands)

January 31, 2026

February 1, 2025

February 3, 2024

Total income tax expense

Income taxes paid (net of refunds received) for Fiscal 2025, Fiscal 2024 and Fiscal 2023:

(in thousands)

Income Taxes Paid:

Total income tax expense

The tax rate reconciliations were as follows for Fiscal 2025, Fiscal 2024 and Fiscal 2023:

(all dollar amounts in thousands)

Fiscal Year Ended

Tax at statutory rate

State income taxes, net of federal benefit

Non-deductible expenses

January 31, 2026

February 1, 2025

February 3, 2024

federal statutory tax rate

State income taxes, net of federal benefit (a)

Foreign tax effects

Effect of cross-border tax laws

Work opportunity tax credit

Non-taxable or non-deductible expenses:

Section 162(m):

limit on compensation

Changes in unrecognized tax benefits

Loss from extinguishment of convertible debt

Effective tax rate

(a) The majority of the state and local tax expense is attributable to California, Florida, Illinois, New York, and New York City.

The tax effects of temporary differences are included in deferred tax accounts as follows:

(in thousands)

February 1, 2025

January 31, 2026

February 1, 2025

9 unchanged sentences

Net deferred tax liability

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 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 January 31, 2026 , the Company has a deferred tax asset related to state net operating losses of $ 3.2 million which will expire at various dates between 2036 and 2040 .

As of January 31, 2026 , the Company had tax credit carry-forwards totaling $ 8.8 million, inclusive of $ 8.3 million in foreign tax credits, which will begin to expire in Fiscal 2033 and $ 0.5 million in state tax credit carry-forwards, which will begin to expire in Fiscal 2026 .

As of February 1, 2025 , the Company had a deferred tax asset related to net operating losses of $ 4.5 million, inclusive of $ 4.1 million of state net operating losses, and $ 0.4 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.

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, and $ 3.4 million in state tax credit carry-forwards.

The Company believes it is more likely than not that certain credits will not be realized.

To account for this risk, the Company has established a valuation allowance totaling $ 8.4 million, inclusive of $ 8.3 million for foreign tax credit carry-forwards and $ 0.1 million for state tax credit carry-forwards.

If the Company’s assumptions change and it determines that these tax credits can be realized, the resulting tax benefits from reversing the valuation allowance on deferred tax assets as of January 31, 2026 will be recorded to the Company’s Consolidated Statement of Income.

As of February 1, 2025 , the Company provided 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.

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

6 unchanged sentences

Lapse of statute of limitations

Balance at January 28, 2023

Balance at February 3, 2024

Additions for tax positions of the current year

7 unchanged sentences

Lapse of statute of limitations

Balance at February 1, 2025

As of February 1, 2025 , the Company reported total unrecognized benefits of $ 2.3 million, of which $ 1.9 million would affect the Company’s effective tax rate if recognized.

Balance at January 31, 2026

As of January 31, 2026 , the Company reported total unrecognized benefits of $ 1.6 million, of which $ 1.2 million would affect the Company’s effective tax rate if recognized.

As a result of previous positions taken and current period activity, the Company recorded a net benefit of $ 1.2 million of interest and penalties during Fiscal 2025 in the line item “Income tax expense” in the Company’s Consolidated Statements of Income.

Cumulative interest and penalties of $ 5.8 million are recorded in the line item “Other liabilities” in the Company’s Consolidated Balance Sheet as of February 1, 2025.

Cumulative interest and penalties of $ 4.3 million are recorded in the line item “Other liabilities” in the Company’s Consolidated Balance Sheet as of January 31, 2026.

The Company recognizes interest and penalties related to unrecognized tax benefits as part of income taxes.

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

As of February 1, 2025 , the Company reported total unrecognized benefits of $ 2.3 million, of which $ 1.9 million would affect the Company’s effective tax rate if recognized.

2 unchanged sentences

The Company files tax returns in the U.S.

federal jurisdiction, Puerto Rico, and various state jurisdictions.

federal jurisdiction, Puerto Rico, and various state and local jurisdictions.

The Company is open to examination by the IRS under the applicable statutes of limitations for Fiscal Years 2022 through 2025 .

17 unchanged sentences

Financial Assets

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:

The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of January 31, 2026 and February 1, 2025 are summarized below:

(in thousands)

Fair Value Measurements at

Cash equivalents (including restricted cash equivalents)

Cash equivalents

Financial Liabilities

1 unchanged sentence

(in thousands)

February 1, 2025

January 31, 2026

February 1, 2025

5 unchanged sentences

(a) To the extent the Company has any outstanding borrowings under the ABL Line of Credit, the fair value would approximate its reported value, because the interest rate is variable and reflects current market rates, due to its short term nature.

(b) The table above excludes finance lease obligations, debt discount and deferred debt costs.

(b) The table above excludes finance lease obligations, debt discount, deferred debt costs, and short-term promissory note.

The fair values presented herein are based on pertinent information available to management as of the respective year end dates.

8 unchanged sentences

Letters of Credit

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.

The Company had irrevocable letters of credit in the amounts of $ 50.4 million and $ 52.5 million as of January 31, 2026 and February 1, 2025, respectively.

Letters of credit outstanding as of January 31, 2026 and February 1, 2025 amounted to $ 49.8 million and $ 51.9 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 $ 0.5 million at January 31, 2026 , related to certain merchandising agreements, and $ 0.6 million at February 1, 2025 .

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 $ 149.6 million and $ 147.5 million as of January 31, 2026 and February 1, 2025, 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.

The Company had $ 1,774.0 million of purchase commitments related to goods that were not received as of January 31, 2026.

Subsequent Events

On December 23, 2025, the Company purchased 178 acres of land in Buckeye, AZ.

As part of the consideration for this purchase, the Company entered into a promissory note with the seller for $ 50.6 million.

The promissory note had a stated interest rate of zero percent and was repaid on the maturity date of February 9, 2026.

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.

Following the U.S.

Supreme Court’s ruling, the U.S.

President announced a new global tariff pursuant to Section 122 of the Trade Act of 1974, effective February 24, 2026, for a period of 150 days, subject to certain exemptions.

As of the date of this filing, significant uncertainty remains regarding tariff policy.

The Company is actively monitoring these developments and evaluating their potential impact on operations, including the ability to recover previously paid tariffs.

On March 12, 2026 and March 13, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 2027 Convertible Notes.

Under the terms of the Exchange Agreements, the holders have agreed to exchange $ 111.0 million in aggregate principal amount of 2027 Convertible Notes held by them for a combination of an aggregate of $ 128.6 million in cash and 150,831 shares of the Company's com mon stock.

These exchange transactions are expected to close on or around March 19, 2026, subject to the satisfaction of customary closing conditions.

CONDENSED FINANCIAL INFORMATION

3 unchanged sentences

Condensed Statements of Income and Comprehensive Income

Fiscal Years Ended

(in thousands)

Fiscal Years Ended

January 31, 2026

February 1, 2025

February 3, 2024

Total revenue

7 unchanged sentences

Interest rate derivative contracts:

Net unrealized gains arising during the period

Net unrealized gain (loss) arising during the period

Net reclassification into earnings during the period

7 unchanged sentences

(in thousands)

January 31, 2026

February 1, 2025

Cash and cash equivalents

14 unchanged sentences

Condensed Statements of Cash Flows

Fiscal Years Ended

(in thousands)

Fiscal Years Ended

January 31, 2026

February 1, 2025

February 3, 2024

OPERATING ACTIVITIES:

9 unchanged sentences

Net cash used in financing activities

Increase (decrease) in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

16 unchanged sentences

Such costs are not significant.

These parent-only financials statements are not the general-purpose financial statements of Burlington Stores, Inc., and they should be read in conjunction with Burlington Stores, Inc.’s audited Consolidated Financial Statements included elsewhere herein.

These parent-only financial statements are not the general-purpose financial statements of Burlington Stores, Inc., and they should be read in conjunction with Burlington Stores, Inc.’s audited Consolidated Financial Statements included elsewhere herein.

As discussed above, the terms of current and future agreements governing the indebtedness of the Parent Company and its subsidiaries include, or may include, limitations on the ability of such subsidiaries and the Parent Company to pay dividends, subject to certain exceptions set forth in such agreements.

2 unchanged sentences

Long Term Debt

On April 16, 2020, the Parent Company issued $ 805.0 million of 2025 Convertible Notes.

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

The 2025 Convertible Notes bear interest at a rate of 2.25 % per year, payable semi-annually in cash, in arrears on April 15 and October 15 of each year, beginning on October 15, 2020 .

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

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.

Under the terms of the exchange agreements, the holders exchanged $ 64.6 million in aggregate principal amount of 2025 Convertible Notes held by them for $ 78.2 million in cash.

These exchanges resulted in aggregate pre-tax debt extinguishment charges of $ 14.7 million.

During the first quarter of Fiscal 2023, the Parent 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.

On April 16, 2020, the Parent Company issued its 2025 Convertible Notes, which matured on April 15, 2025 .

The 2025 Convertible Notes were general unsecured obligations of the Parent Company and bore interest at a rate of 2.25 % per year, payable semi-annually in cash, in arrears, on April 15 and October 15 of each year.

Prior to maturity, holders of the 2025 Convertible Notes submitted conversion notices with respect to approximately $ 155.5 million aggregate principal amount of the 2025 Convertible Notes.

On the conversion settlement date, the Parent Company paid to the converting holders the aggregate principal amount of 2025 Convertible Notes subject to conversion, and issued and delivered to such holders 57,149 shares of common stock, in respect of the remainder of its conversion obligation in excess of such aggregate principal amount.

At maturity, the Parent Company paid in cash the principal balance and related accrued and unpaid interest on the 2025 Convertible Notes not previously converted.

There was no resulting debt extinguishment charge from this transaction.

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

4 unchanged sentences

The 2027 Convertible Notes will mature on December 15, 2027 , unless earlier converted, redeemed or repurchased.

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 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.

On March 12, 2026 and March 13, 2026, the Parent Company entered into separate, privately negotiated exchange agreements with certain holders of the 2027 Convertible Notes.

These exchange transactions are expected to close on or around March 19, 2026, subject to the satisfaction of customary closing conditions.

BCFWC and Burlington Merchandising Corporation, a Delaware corporat ion, 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 $ 297.1 million intercompany note receivable as of January 31, 2026 , and a $ 453.2 million intercompany note receivable as of February 1, 2025 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.

2 unchanged sentences

Fiscal Year Ended

January 31, 2026

February 1, 2025

February 3, 2024

Convertible notes interest expense

7 unchanged sentences

The Parent Company accounts for treasury stock under the cost method.

During Fiscal 2024 , the Parent Company acquired 72,201 shares of common stock from employees for approximately $ 14.4 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock awards, which was recorded in the line item “Purchase of treasury shares” on the Parent Company’s Condensed Statements of Cash Flows.

During Fiscal 2025 , the Parent Company acquired 113,304 shares of common stock from employees for approximately $ 27.0 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock units, which was recorded in the line item “Treasury stock” on the Parent Company’s Condensed Balance Sheets, and the line item “Purchase of treasury shares” on the Parent Company’s Condensed Statements of Cash Flows.

Share Repurchase Program

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.

On May 20, 2025, 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 May 20, 2027.

During Fiscal 2025 , the Parent Company repurchased 985,594 shares of common stock for $ 251.4 million under its share repurchase program.

3 unchanged sentences

(All amounts in thousands)

Deductions(2)

Year ended February 1, 2025

Year ended January 31, 2026

Allowance for doubtful accounts

3 unchanged sentences

Valuation allowances on deferred tax assets

Year ended January 28, 2023

Year ended February 3, 2024

Allowance for doubtful accounts

Valuation allowances on deferred tax assets

(1) Amounts related to valuation allowances on deferred taxes are charged to income tax expense.

(2) Actual allowances.

(a) Amounts related to valuation allowances on deferred taxes are charged to income tax expense.

Changes in and Disagreements with Acc ountants on Accounting and Financial Disclosure

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of the last day of the fiscal period covered by this Annual Report, February 1, 2025.

The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of February 1, 2025.

Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of January 31, 2026.

Management’s Annual Report on Internal Control over Financial Reporting

6 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In accordance with the internal control reporting requirement of the SEC, management completed an assessment of the adequacy of our internal control over financial reporting as of February 1, 2025.

In accordance with the internal control reporting requirement of the SEC, management completed an assessment of the adequacy of our internal control over financial reporting as of January 31, 2026.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) .

Based on this assessment and the criteria in the COSO framework, management has concluded that, as of February 1, 2025, our internal control over financial reporting was effective.

Deloitte & Touche LLP, the independent registered public accounting firm that audited and reported on our consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of February 1, 2025, and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein.

Based on this assessment and the criteria in the COSO framework, management has concluded that, as of January 31, 2026, our internal control over financial reporting was effective.

Deloitte & Touche LLP, the independent registered public accounting firm that audited and reported on our consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of January 31, 2026, and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein.

Changes in Internal Control over Financial Reporting

4 unchanged sentences

We have audited the internal control over financial reporting of Burlington Stores, Inc.

and subsidiaries (the “Company”) 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 (COSO).

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 1, 2025, of the Company and our report dated March 17, 2025, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) as of January 31, 2026,based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026 , 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 January 31, 2026, of the Company and our report dated March 19, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

18 unchanged sentences

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.

Amended Executive Severance Plan

On March 17, 2026, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) amended and restated the Burlington Stores, Inc.

Executive Severance Plan (the “Amended Executive Severance Plan”).

The Amended Executive Severance Plan superseded and replaced the Burlington Stores, Inc.

Executive Severance Plan (Merchandising & Planning), which the Compensation Committee terminated in accordance with its terms effective as of the same date.

The Amended Executive Severance Plan provides for the following severance benefits upon a termination of employment by the Company without “cause” or, to the extent occurring within the two-year period following a “change in control,” a termination by the participant with “good reason” (each as defined in the Amended Executive Severance Plan):

(i) continued payment of base salary for two years;

(ii) a pro-rated annual bonus for the year in which the termination occurs based on attainment of actual level of performance for such year;

and (iii) subsidized benefits continuation for two years.

As a condition to receive the severance payments and benefits, the Amended Executive Severance Plan requires that each participant execute and not revoke a general release of claims against the Company and, for two years following termination, comply with certain post-termination restrictive covenants in favor of the Company.

The Amended Executive Severance Plan is not duplicative of severance that a participant may be entitled to receive under an employment or severance agreement or under the Burlington Stores, Inc.

Executive Change in Control Severance Plan.

One of our named executive officers (our Chief Human Resources Officer) would be eligible to receive severance under the Amended Executive Severance Plan and each of our other named executive officers would continue to be eligible to receive severance under their existing employment agreements.

The description of the Amended Executive Severance Plan set forth under this Item 9B does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Executive Severance Plan, which is attached as Exhibit 10.39 to this Annual Report on Form 10-K and 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.

During the fiscal quarter ended January 31, 2026 , 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

30 unchanged sentences

Amended and Restated Bylaws of Burlington Stores, Inc.

Annual Report on Form 10-K

March 17, 2025

Description of the Registrant’s Securities.

Annual Report on Form 10-K

March 17, 2025

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

17 unchanged sentences

Amendment No.

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

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.

Current Report on Form 8-K

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

Amendment No.

29 unchanged sentences

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

Amendment No.

12, dated as of June 11, 2025, 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

June 13, 2025

Current Report on Form 8-K

September 9, 2011

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

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.

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.

17 unchanged sentences

August 24, 2023

Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of December 22, 2021, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors party thereto, each lender

Current Report on Form 8-K

July 29, 2025

party thereto, and Bank of America, N.A., as administrative agent and collateral agent.

Guaranty, dated April 13, 2006, by the facility guarantors party thereto in favor of Bank of America, N.A., as administrative Agent and Bank of America, N.A., as Collateral Agent.

7 unchanged sentences

October 10, 2006

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

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 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.

Registration Statement on Form S-4

October 10, 2006

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.

23 unchanged sentences

Current Report on Form 8-K

First Amendment to Burlington Stores, Inc.

2022 Omnibus Incentive Plan

Current Report on Form 8-K

Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc.

3 unchanged sentences

Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc.

and Employees without Employment Agreements pursuant to Burlington Stores, Inc.

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

and Employees without

Current Report on Form 8-K

Employment Agreements pursuant to Burlington Stores, Inc.

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

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

7 unchanged sentences

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

Current Report on Form 8-K

Wolfe pursuant to the 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

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

39 unchanged sentences

and award recipients pursuant to the Burlington Stores, Inc.

2022 Omnibus Incentive Plan (for special grants made to certain merchandising and planning associates).

Quarterly Report on Form 10-Q

August 25, 2022

Incentive Plan (for special grants made to certain merchandising and planning associates).

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

39 unchanged sentences

Burlington Stores, Inc.

Executive Severance Plan (Merchandising & Planning) (Effective March 26, 2021).

Executive Severance Plan (Amended and Restated Effective March 26, 2021).

Quarterly Report on Form 10-Q

1 unchanged sentence

Executive Severance Plan (Amended and Restated Effective March 17, 2026).

Burlington Stores, Inc.

Executive Change in Control Severance Plan.

Quarterly Report on Form 10-Q

62 unchanged sentences

/s/ Laura Sen

/s/ Michael Skirvin

Michael Skirvin

/s/ Paul Sullivan

3 unchanged sentences

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