Burlington Stores, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 41 Consolidated Statements of Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 43 Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 44 Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025 45 Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 46 Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 47 Notes to Consolidated Financial Statements for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Burlington Stores, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Burlington Stores, Inc. 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 41 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 Critical Audit Matter Description The Company values merchandise inventories at the lower of cost or market using the retail inventory method. Under this method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio to the retail value of inventories. The retail inventory method is an averaging method that results in valuing inventory at the lower of cost or market provided markdowns are taken timely to reduce the retail value of inventory. The judgments involved in determining when to record markdowns can significantly impact the ending inventory valuation and the resulting gross profit. Given the significant judgments necessary to identify and record markdowns timely, performing audit procedures to evaluate the timeliness of markdowns involved a high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the timing of markdowns taken included the following, among others: • 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 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. • We made a selection of purchases made throughout the year; determined if those purchases were subsequently marked down; and, if marked down, that the markdown was recorded timely. • We analyzed trends in the aging of inventory to determine if there were any significant fluctuations in aged inventory that would indicate markdowns were not taken timely. • We developed an expectation of markdowns in ending inventory based on historical relationships between markdowns and inventory balances on hand and compared to recorded markdowns. /s/ Deloitte & Touche LLP Morristown, New Jersey March 19, 2026 We have served as the Company’s auditor since 1983. 42 BURLING TON STORES, INC. CONSOLIDATED STATEMENTS OF INCOME (All amounts in thousands, except per share data) Fiscal Year Ended January 31, February 1, February 3, 2026 2025 2024 (53 Weeks) REVENUES: Net sales $ 11,549,607 $ 10,616,743 $ 9,708,973 Other revenue 17,303 18,080 18,494 Total revenue 11,566,910 10,634,823 9,727,467 COSTS AND EXPENSES: Cost of sales 6,486,922 6,025,272 5,584,060 Selling, general and administrative expenses 3,817,180 3,546,967 3,288,315 Costs related to debt amendments 112 4,553 97 Depreciation and amortization 417,871 347,575 307,064 Impairment charges - long-lived assets 9,857 12,921 6,367 Other income - net ( 31,287 ) ( 16,694 ) ( 16,249 ) Loss on extinguishment of debt — 1,412 38,274 Interest income ( 20,904 ) ( 31,519 ) ( 24,633 ) Interest expense 71,041 69,522 78,399 Total costs and expenses 10,750,792 9,960,009 9,261,694 Income before income tax expense 816,118 674,814 465,773 Income tax expense 205,965 171,175 126,124 Net income $ 610,153 $ 503,639 $ 339,649 Net income per common share: Common stock - basic $ 9.69 $ 7.91 $ 5.25 Common stock - diluted $ 9.51 $ 7.80 $ 5.23 Weighted average number of common shares: Common stock - basic 62,984 63,634 64,672 Common stock - diluted 64,126 64,595 64,917 See Notes to Consolidated Financial Statements. 43 BURLINGT ON STORES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (All amounts in thousands) Fiscal Year Ended January 31, February 1, February 3, 2026 2025 2024 (53 Weeks) Net income $ 610,153 $ 503,639 $ 339,649 Other comprehensive income, net of tax: Interest rate derivative contracts: Net unrealized (loss) gain arising during the period ( 13,526 ) 22,438 10,460 Net reclassification into earnings during the period ( 11,643 ) ( 13,449 ) ( 5,675 ) Other comprehensive (loss) income, net of tax ( 25,169 ) 8,989 4,785 Total comprehensive income $ 584,984 $ 512,628 $ 344,434 See Notes to Consolidated Financial Statements. 44 BURLINGTON STORES, INC. CONSOLIDATED B ALANCE SHEETS (All amounts in thousands, except share and per share data) January 31, February 1, 2026 2025 ASSETS Current assets: Cash and cash equivalents $ 1,232,525 $ 994,698 Accounts receivable—net of allowance for doubtful accounts of $ 1,611 and $ 2,959 , respectively 105,296 88,079 Merchandise inventories 1,311,903 1,250,775 Assets held for disposal 3,364 32,193 Prepaid and other current assets 118,444 263,058 Total current assets 2,771,532 2,628,803 Property and equipment—net 3,164,218 2,369,720 Operating lease assets 3,624,786 3,386,852 Tradenames 238,000 238,000 Goodwill 47,064 47,064 Deferred tax assets 2,139 2,248 Other assets 71,318 97,726 Total assets $ 9,919,057 $ 8,770,413 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,019,152 $ 1,038,148 Current operating lease liabilities 425,468 406,891 Other current liabilities 734,000 656,581 Current maturities of long term debt and other current debt 70,591 170,891 Total current liabilities 2,249,211 2,272,511 Long term debt 2,011,735 1,539,918 Long term operating lease liabilities 3,497,343 3,253,825 Other liabilities 75,738 74,402 Deferred tax liabilities 277,771 259,261 Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock, $ 0.0001 par value: authorized: 50,000,000 shares; no shares issued and outstanding — — Common stock, $ 0.0001 par value: Authorized: 500,000,000 shares Issued: 83,337,586 shares and 82,805,353 shares, respectively Outstanding: 62,717,720 shares and 63,284,385 shares, respectively 9 8 Additional paid-in-capital 2,369,633 2,237,579 Accumulated earnings 2,097,856 1,487,703 Accumulated other comprehensive income 17,353 42,522 Treasury stock, at cost ( 2,677,592 ) ( 2,397,316 ) Total stockholders' equity 1,807,259 1,370,496 Total liabilities and stockholders' equity $ 9,919,057 $ 8,770,413 See Notes to Consolidated Financial Statements. 45 BURLINGTON STORES, INC. CONSOLIDATED STATEM ENTS OF CASH FLOWS (All amounts in thousands) Fiscal Year Ended January 31, February 1, February 3, 2026 2025 2024 (53 Weeks) OPERATING ACTIVITIES Net income $ 610,153 $ 503,639 $ 339,649 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 417,871 347,575 307,064 Impairment charges — long-lived assets 9,857 12,921 6,367 Amortization of deferred financing costs 2,866 3,079 3,193 Accretion of long term debt instruments 1,753 1,041 958 Deferred income taxes 27,784 28,637 20,663 Loss on extinguishment of debt — 1,412 38,274 Non-cash stock compensation expense 106,732 87,572 83,948 Non-cash lease expense ( 3,057 ) ( 9,856 ) ( 7,724 ) Cash received from landlord allowances 56,856 28,872 14,585 Changes in assets and liabilities: Accounts receivable ( 18,092 ) ( 14,253 ) ( 4,464 ) Merchandise inventories ( 61,128 ) ( 162,934 ) 94,141 Prepaid and other current assets 74,811 ( 46,894 ) ( 84,473 ) Accounts payable ( 23,703 ) 86,505 ( 21,953 ) Other current liabilities 31,706 10,368 80,774 Other long term assets and long term liabilities ( 2,390 ) 1,136 3,651 Other operating activities ( 637 ) ( 15,444 ) ( 5,918 ) Net cash provided by operating activities 1,231,382 863,376 868,735 INVESTING ACTIVITIES Cash paid for property and equipment ( 1,059,793 ) ( 880,384 ) ( 492,644 ) Lease acquisition costs ( 22,798 ) ( 11,599 ) ( 24,640 ) Net proceeds from sale of property and equipment and assets held for sale 27,541 9,729 13,539 Net cash used in investing activities ( 1,055,050 ) ( 882,254 ) ( 503,745 ) FINANCING ACTIVITIES Proceeds from long term debt—ABL Line of Credit 150,000 — — Principal payments on long term debt—ABL Line of Credit ( 150,000 ) — Proceeds from long term debt—Term Loan Facility 495,000 605,843 — Principal payments on long term debt—Term Loan Facility ( 16,269 ) ( 302,597 ) ( 9,614 ) Proceeds from long term debt— 2027 Convertible Notes — — 297,069 Principal payment on long term debt— 2025 Convertible Notes ( 156,158 ) — ( 386,519 ) Purchase of treasury shares ( 278,422 ) ( 256,293 ) ( 243,188 ) Proceeds from stock option exercises 25,327 31,651 18,783 Other financing activities ( 7,983 ) 9,613 4,633 Net cash provided by (used in) financing activities 61,495 88,217 ( 318,836 ) Increase in cash and cash equivalents 237,827 69,339 46,154 Cash and cash equivalents at beginning of period 994,698 925,359 879,205 Cash and cash equivalents at end of period $ 1,232,525 $ 994,698 $ 925,359 Supplemental disclosure of cash flow information: Interest paid $ 73,076 $ 84,614 $ 88,148 Income tax payments - net $ 170,886 $ 170,259 $ 86,237 Non-cash investing and financing activities: Finance lease modification $ — $ ( 1,523 ) $ — Accrued purchases of property and equipment $ 155,380 $ 102,829 $ 110,475 Land purchased through issuance of promissory note $ 50,615 $ — $ — See Notes to Consolidated Financial Statements. 46 BURLINGTON STORES, INC. CONSOLIDATED STATEMENTS O F STOCKHOLDERS’ EQUITY (All dollar amounts in thousands) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Treasury Stock Shares Amount Capital Earnings Income (Loss) Shares Amount Total Balance at January 28, 2023 82,037,994 $ 8 $ 2,015,625 $ 644,415 $ 28,748 ( 17,018,281 ) $ ( 1,893,891 ) $ 794,905 Net income — — — 339,649 — — — 339,649 Stock options exercised 157,003 — 18,783 — — — — 18,783 Shares used for tax withholding — — — — — ( 62,894 ) ( 11,255 ) ( 11,255 ) Shares purchased as part of publicly announced programs, inclusive of $ 1.9 million related to excise tax — — — — — ( 1,354,031 ) ( 233,883 ) ( 233,883 ) Vesting of restricted shares 204,580 — — — — — — — Stock based compensation — — 83,948 — — — — 83,948 Unrealized gains on interest rate derivative contracts, net of related taxes of $ 3.8 million — — — — 10,460 — — 10,460 Amount reclassified into earnings, net of related taxes of $ 2.1 million — — — — ( 5,675 ) — — ( 5,675 ) Balance at February 3, 2024 82,399,577 8 2,118,356 984,064 33,533 ( 18,435,206 ) ( 2,139,029 ) 996,932 Net income — — — 503,639 — — — 503,639 Stock options exercised 189,919 — 31,651 — — — — 31,651 Shares used for tax withholding — — — — — ( 72,201 ) ( 14,370 ) ( 14,370 ) Shares purchased as part of publicly announced programs, inclusive of $ 2.0 million related to excise tax — — — — — ( 1,013,561 ) ( 243,917 ) ( 243,917 ) Vesting of restricted shares 215,857 — — — — — — — Stock based compensation — — 87,572 — — — — 87,572 Unrealized gains on interest rate derivative contracts, net of related taxes of $ 8.1 million — — — — 22,438 — — 22,438 Amount reclassified into earnings, net of related taxes of $ 4.9 million — — — — ( 13,449 ) — — ( 13,449 ) Balance at February 1, 2025 82,805,353 8 2,237,579 1,487,703 42,522 ( 19,520,968 ) ( 2,397,316 ) 1,370,496 Net income — — — 610,153 — — — 610,153 Stock options exercised 150,964 — 25,327 — — — — 25,327 Shares used for tax withholding — — — — — ( 113,304 ) ( 26,995 ) ( 26,995 ) Shares issued as part of convertible debt settlement 57,149 1 ( 5 ) — — — — ( 4 ) Shares purchased as part of publicly announced programs, inclusive of $ 1.9 million related to excise tax — — — — — ( 985,594 ) ( 253,281 ) ( 253,281 ) Vesting of restricted shares 324,120 — — — — — — — Stock based compensation — — 106,732 — — — — 106,732 Unrealized losses on interest rate derivative contracts, net of related taxes of $ 4.9 million — — — — ( 13,526 ) — — ( 13,526 ) Amount reclassified into earnings, net of related taxes of $ 4.2 million — — — — ( 11,643 ) — — ( 11,643 ) Balance at January 31, 2026 83,337,586 $ 9 $ 2,369,633 $ 2,097,856 $ 17,353 ( 20,619,866 ) $ ( 2,677,592 ) $ 1,807,259 See Notes to Consolidated Financial Statements. 47 BURLINGTON STORES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Business 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. The Company sells in-season, fashion-focused merchandise at up to 60 % off other retailers’ prices, including: women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats. 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. Basis of Consolidation and Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. Fiscal Years 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 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 Certain amounts included in the Consolidated Financial Statements are estimated based on historical experience, currently available information and management’s judgment as to the expected outcome of future conditions and circumstances. While every effort is made to ensure the integrity of such estimates, actual results could differ from these estimates, and such differences could have a material impact on the Company’s Consolidated Financial Statements. Cash and Cash Equivalents Cash and cash equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at the time of purchase. Book cash overdrafts are included in the line item “Accounts payable” on the Company’s Consolidated Balance Sheets. Accounts Receivable Accounts receivable consist of credit card receivables, interest receivables, and other receivables. Accounts receivable are recorded at net realizable value, which approximates fair value. The Company provides an allowance for doubtful accounts for amounts deemed uncollectible. Inventories Merchandise inventories are valued at the lower of cost or market, as determined by the retail inventory method. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are calculated by applying a calculated cost to retail ratio to the retail value of inventories. The Company regularly records a provision for estimated shortage, thereby reducing the carrying value of merchandise inventory. Complete physical inventories of all of the Company’s stores and warehouses are performed no less frequently than annually, with the recorded amount of merchandise inventory being adjusted to coincide with these physical counts. The Company records its cost of merchandise (net of purchase discounts and certain vendor allowances), certain merchandise acquisition costs (primarily commissions and import fees), inbound freight, outbound freight from distribution centers, and freight on internally transferred merchandise in the line item “Cost of sales” in the Company’s Consolidated Statements of Income. 48 Costs associated with the Company’s distribution, buying, and store receiving functions (product sourcing costs) are included in the line items “Selling, general and administrative expenses” and “Depreciation and amortization” in the Company’s Consolidated Statements of Income. Product sourcing costs included within the line item “Selling, general and administrative expenses” amounted to $ 851.8 million, $ 800.4 million and $ 780.3 million during Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Depreciation and amortization related to the distribution and purchasing functions for the same periods amounted to $ 96.9 million , $ 85.3 million and $ 68.8 million, respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 10 to 40 years for buildings, depending upon the expected useful life of the facility, and 3 to 15 years for store fixtures and equipment. Leasehold improvements are amortized over the lease term, including any reasonably assured renewal options or the expected economic life of the improvement, whichever is less. Repairs and maintenance expenditures are expensed as incurred. Renewals and betterments, which significantly extend the useful lives of existing property and equipment, are capitalized. Assets recorded under finance leases are recorded at the present value of minimum lease payments and are amortized over the lease term. Amortization of assets recorded as finance leases is included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income. The carrying value of all long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, in accordance with ASC Topic No. 360 “ Property, Plant, and Equipment” (Topic No. 360). Refer to Note 4, “Impairment Charges,” for further discussion of the Company’s measurement of impairment of long-lived assets. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expected to be generated by that asset. If the undiscounted future cash flows are not adequate to recover the carrying value of the asset, an impairment charge is recognized for the amount by which the carrying amount of the assets exceeds the fair value of such assets. Refer to Note 4, “Impairment Charges,” for further discussion of the Company’s measurement of impairment of long-lived assets. Capitalized Computer Software Costs The Company accounts for capitalized software in accordance with ASC Topic No. 350 “Intangibles—Goodwill and Other” (Topic No. 350) which requires the capitalization of certain costs incurred in connection with developing or obtaining software for internal use. The Company capitalized $ 32.7 million, $ 33.3 million, and $ 33.9 million relating to these costs during Fiscal 2025, Fiscal 2024, and Fiscal 2023 , respectively. Intangible Assets The Company accounts for intangible assets in accordance with Topic No. 350. The Company’s intangible assets represent tradenames. The tradename asset “Burlington” is expected to generate cash flows indefinitely and, therefore, is accounted for as an indefinite-lived asset not subject to amortization. The Company evaluates its intangible assets for possible impairment as follows: The Company tests identifiable intangible assets with an indefinite life for impairment on an annual basis, or when a triggering event occurs, relying on a number of factors that include operating results, business plans and projected future cash flows. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. The Company determines fair value through the relief of royalty method which is a widely accepted valuation technique. On the first business day of the second quarter, the Company’s annual assessment date, the Company performed a quantitative analysis and determined that the fair values of each of the Company’s identifiable intangible assets are greater than their respective carrying values. There were no impairment charges recorded during Fiscal 2025, Fiscal 2024 or Fiscal 2023 related to indefinite-lived intangible assets. 49 Intangible assets at January 31, 2026 and February 1, 2025 consist primarily of tradenames. (in thousands) January 31, 2026 February 1, 2025 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Tradenames $ 238,000 $ — $ 238,000 $ 238,000 $ — $ 238,000 Goodwill Goodwill represents the excess of the acquisition cost over the estimated fair value of tangible assets and other identifiable intangible assets acquired less liabilities assumed. Topic No. 350 requires a comparison, at least annually, of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple widely accepted valuation techniques. These techniques use a variety of assumptions including projected market conditions, discount rates and future cash flows. If the carrying value of the assets and liabilities exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared with the carrying value of its reporting unit goodwill to determine the appropriate impairment charge. On the first business day of the second fiscal quarter, the Company’s annual assessment date, the Company performed a quantitative analysis and determined that the fair value of the Company’s reporting unit was greater than its carrying value. There were no impairment charges related to goodwill during Fiscal 2025, Fiscal 2024 or Fiscal 2023 . Other Assets Other assets consist primarily of the fair value of derivative contracts, landlord-owned store assets that the Company has paid for as part of its lease, and deferred financing costs associated with the Company’s senior secured asset-based revolving credit facility (the ABL Line of Credit). Landlord-owned assets represent leasehold improvements at certain stores for which the Company has paid and derives a benefit, but the landlord has retained title. These assets are amortized over the lease term inclusive of reasonably assured renewal options, and are included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income. Deferred financing costs are amortized over the life of the ABL Line of Credit using the interest method of amortization. Amortization of deferred financing costs is recorded in the line item “Interest expense” in the Company’s Consolidated Statements of Income. Other Current Liabilities 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 $ 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. Pursuant to these arrangements, the Company is responsible for paying individual claims up to designated dollar limits. The amounts related to these claims are estimated and can vary based on changes in assumptions or claims experience included in the associated insurance programs. 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 January 31, 2026 and February 1, 2025 were: (in thousands) January 31, 2026 February 1, 2025 Short-term self-insurance reserve $ 46,502 $ 41,309 Long-term self-insurance reserve 64,536 61,475 Total $ 111,038 $ 102,784 Other Liabilities Other liabilities primarily consist of the long term portion of self-insurance reserves and tax liabilities associated with the uncertain tax positions recognized by the Company in accordance with ASC Topic No. 740 “Income Taxes” (Topic No. 740). 50 Revenue Recognition The Company records revenue at the time control of the goods are transferred to the customer, which the Company determines to be at point of sale and delivery of merchandise, net of allowances for estimated future returns, which is estimated based on historical return rates. The Company presents sales, net of sales taxes, in its Consolidated Statements of Income. Sales percentage by major product category is as follows: Category Fiscal 2025 Fiscal 2024 Fiscal 2023 Ladies apparel 20 % 21 % 21 % Accessories and shoes 28 % 27 % 27 % Home 20 % 20 % 20 % Mens apparel 17 % 17 % 17 % Kids apparel and baby 12 % 12 % 12 % Outerwear 3 % 3 % 3 % The Company accounts for layaway sales in compliance with ASC Topic No. 606 “Revenue from Contracts with Customers” (Topic No. 606). Layaway sales are recognized upon delivery of merchandise to the customer. The amount of cash received upon initiation of the layaway is recorded as a deposit liability in the line item “Other current liabilities” in the Company’s Consolidated Balance Sheets. Stored value cards (gift cards and store credits issued for merchandise returns) are recorded as a liability at the time of issuance, and the related sale is recorded upon redemption. The Company determines an estimated stored value card breakage rate by continuously evaluating historical redemption data. Breakage income is recognized monthly in proportion to the historical redemption patterns for those stored value cards for which the likelihood of redemption is remote. The Company has a private label credit card program, in which customers earn reward points for purchases made using the card. The Company reduces net sales for the dollar value of any points earned at the time of the initial transaction, and subsequently recognizes net sales at the time the points are redeemed or expired. The Company receives royalty revenue based on a percentage of all purchases made on the card, which is recognized within net sales at the time of the initial transaction. Other Revenue Other revenue consists of service fees (layaway and other miscellaneous service charges), subleased rental income and certain revenue received from the bank related to the Company's private label credit card (PLCC) as shown in the table below: (in thousands) Fiscal Years Ended January 31, 2026 February 1, 2025 February 3, 2024 Service fees $ 3,715 $ 3,928 $ 4,165 Subleased rental income and other 8,064 9,041 9,317 PLCC 5,524 5,111 5,012 Total $ 17,303 $ 18,080 $ 18,494 Advertising Costs The Company’s advertising costs consist primarily of video, audio and digital marketing. Advertising costs are expensed the first time the advertising takes place, and are included in the line item “Selling, general and administrative expenses” on the Company’s Consolidated Statements of Income. During Fiscal 2025, Fiscal 2024 and Fiscal 2023, advertising costs were $ 42.4 million, $ 35.3 million and $ 36.5 million, respectively. Income Taxes The Company accounts for income taxes in accordance with Topic No. 740. Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s 51 current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly. Topic No. 740 requires the recognition in the Company’s Consolidated Financial Statements of the impact of a tax position taken or expected to be taken in a tax return, if that position is “more likely than not” to be sustained upon examination by the relevant taxing authority, based on the technical merits of the position. The tax benefits recognized in the Company’s Consolidated Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company records interest and penalties related to unrecognized tax benefits as part of income taxes. Other Income, Net 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 Comprehensive income is comprised of net income and the effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges, less amounts reclassified into earnings. Lease Accounting The Company leases store locations, distribution centers and office space used in its operations. The Company accounts for these types of leases in accordance with ASC Topic No. 842, “Leases” (Topic No. 842), which requires that leases be evaluated and classified as operating or finance leases for financial reporting purposes. The lease liability is calculated as the present value of the remaining future lease payments over the lease term, including reasonably assured renewal options. The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully collateralized basis. In calculating its incremental borrowing rate, the Company uses a retail industry yield curve, adjusted for the Company’s credit profile. The right-of-use asset for operating leases is based on the lease liability plus initial direct costs and prepaid lease payments, less landlord incentives received. The Company’s operating lease cost, included in the line item “Selling, general and administrative expenses” on its Consolidated Statements of Income, includes amortization of right-of-use assets, interest on lease liabilities, as well as any variable and short-term lease cost. The Company commences recording operating lease cost when the underlying asset is made available for use. Assets held under finance leases are included in the line item “Property and equipment—net of accumulated depreciation and amortization” in the Company’s Consolidated Balance Sheets. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic No. 718, “Stock Compensation” (Topic No. 718), which requires companies to record stock compensation expense for all non-vested and new awards beginning as of the grant date and through the end of the vesting period. Refer to Note 9, “Stock-Based Compensation,” for further details. Net Income Per Share Net income per share is calculated using the treasury stock method. Refer to Note 8, “Net Income Per Share,” for further details. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and investments. The Company manages the credit risk associated with cash equivalents and investments by investing with high-quality institutions and, by policy, limiting investments only to those which meet prescribed investment guidelines. The Company maintains cash accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses 52 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. Segment Information The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting,” and has one reportable segment. The Company derives all revenue in the United States and manages its business activities on a consolidated basis. The Company is an off-price retailer that derives revenues from customers by providing a complete line of value-priced apparel, including: women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats. The Company’s chief operating decision maker (CODM) is the Chief Executive Officer of the Company. The CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the Consolidated Statements of Income. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. Net income is used to monitor budget versus actual results, as well as actual results compared to the prior period. These comparisons are used in assessing performance of the segment and in establishing management’s allocation of resources. Below is an extract of certain disaggregated expense information that is regularly provided to the CODM. (in thousands) Fiscal Year Ended January 31, February 1, February 3, 2026 2025 2024 (53 Weeks) Total revenue $ 11,566,910 $ 10,634,823 $ 9,727,467 Cost of sales 6,486,922 6,025,272 5,584,060 Product sourcing costs 851,831 800,354 780,286 Other segment expenses (a) 2,965,349 2,746,613 2,508,029 Costs related to debt amendments 112 4,553 97 Depreciation and amortization 417,871 347,575 307,064 Impairment charges - long-lived assets 9,857 12,921 6,367 Other income - net ( 31,287 ) ( 16,694 ) ( 16,249 ) Loss on extinguishment of debt — 1,412 38,274 Interest income ( 20,904 ) ( 31,519 ) ( 24,633 ) Interest expense 71,041 69,522 78,399 Income tax expense 205,965 171,175 126,124 Net income $ 610,153 $ 503,639 $ 339,649 (a) The other segment expenses category includes store related costs, store payroll costs, corporate costs, marketing & strategy costs, and other store & selling expenses. 2. Recent Accounting Pronouncements 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. 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): Disaggregation of income statement expenses" (ASU 2024-03), which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures in the consolidated financial statements. 53 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. 3. Property and Equipment Property and equipment consist of: (in thousands) Useful Lives January 31, 2026 February 1, 2025 Land N/A $ 138,848 $ 82,692 Buildings 10 to 40 Years 570,375 363,658 Store fixtures and equipment 3 to 15 Years 2,042,833 1,828,472 Software 3 to 10 Years 326,887 387,200 Leasehold improvements Shorter of lease term or useful life 1,450,330 1,180,491 Construction in progress N/A 935,987 584,124 Total property and equipment at cost 5,465,260 4,426,637 Less: accumulated depreciation and amortization ( 2,301,042 ) ( 2,056,917 ) Total property and equipment, net of accumulated depreciation and amortization $ 3,164,218 $ 2,369,720 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. The total amount of depreciation expense during Fiscal 2025, Fiscal 2024 and Fiscal 2023 was $ 379.6 million, $ 311.4 million and $ 273.5 million, respectively. Internally developed software is amortized on a straight line basis over three to ten years and is recorded in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income. Amortization of internally developed software amounted to $ 29.1 million, $ 25.7 million and $ 23.0 million during Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Landlord-owned assets represent leasehold improvements at certain stores for which the Company has paid and derives a benefit, but the landlord has retained title. These assets are amortized over the lease term inclusive of reasonably assured renewal options. Amortization of landlord-owned assets was $ 9.2 million, $ 10.4 million and $ 10.6 million, during Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, and was included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income. During Fiscal 2025, Fiscal 2024 and Fiscal 2023 , the Company recorded impairment charges related to property and equipment of $ 8.1 million, $ 11.2 million and $ 3.7 million, respectively. These charges are recorded in the line item “Impairment charges—long-lived assets” in the Company’s Consolidated Statements of Income. Refer to Note 4, “Impairment Charges,” for further discussion. 4. Impairment Charges 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 54 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: (in thousands) Fiscal Years Ended Asset Categories January 31, 2026 February 1, 2025 February 3, 2024 Store fixtures and equipment $ 2,325 $ 1,402 $ 2,471 Leasehold improvements 390 422 1,272 Operating lease assets 1,804 1,763 2,623 Buildings 517 1,437 — Land 3,512 7,882 — Other assets 1,309 15 1 Total $ 9,857 $ 12,921 $ 6,367 The Company recorded impairment charges related to store-level assets for 17 stores during Fiscal 2025 , 10 stores during Fiscal 2024 , and 11 stores during Fiscal 2023. Long-lived assets are measured at fair value on a non-recurring basis for purposes of calculating impairment using the fair value hierarchy of ASC Topic No. 820 “Fair Value Measurements” (Topic No. 820). Refer to Note 13, “Fair Value of Financial Instruments,” for further discussion of the Company’s fair value hierarchy. The fair value of the Company’s long-lived assets is calculated us ing a discounted cash-flow model that used level 3 inputs. In calculating future cash flows, the Company makes estimates regarding future operating results and market rent rates, based on its experience and knowledge of market factors in which the retail location is located. The assets impaired had a remaining carrying value after impairments of $ 25.8 million, $ 56.8 million, and $ 73.0 million during Fiscal 2025, Fiscal 2024, and Fiscal 2023 , respectively, primarily related to the right-of-use assets. 5. Long Term Debt Long term debt consists of: (in thousands) January 31, February 1, 2026 2025 Senior secured term loan facility, adjusted SOFR (with a floor of 0.00 %) plus 1.75 %, matures on September 24, 2031 $ 1,719,406 $ 1,238,921 Convertible senior notes, 2.25 %, matured on April 15, 2025 — 156,155 Convertible senior notes, 1.25 %, matures on December 15, 2027 297,069 297,069 ABL senior secured revolving facility, SOFR plus spread based on average outstanding balance, matures on July 25, 2030 — — Finance lease obligations 22,943 24,980 Unamortized deferred financing costs ( 7,706 ) ( 6,316 ) Total long-term debt 2,031,712 1,710,809 Less: current maturities (a) ( 19,977 ) ( 170,891 ) Long term debt, net of current maturities $ 2,011,735 $ 1,539,918 (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 January 31, 2026 of $ 1,730.6 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 55 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 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, 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 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. 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. The 2027 Convertible Notes have an initial conversion rate of 4.8560 shares per $ 1,000 principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $ 205.93 per share of the Company’s common stock), subject to adjustment if certain events occur. The initial conversion price represents a conversion premium of approximately 32.50 % over $ 155.42 per share, the last reported sale price of the Company’s common stock on September 7, 2023 on The New York Stock Exchange. Upon conversion, the Company will pay cash for the aggregate principal amount of 2027 Convertible Notes being converted, and pay (and deliver, if applicable) cash, shares of the Company’s common stock or a combination thereof, at its election, in respect of the remainder (if any) of the Company’s conversion obligation in excess of such aggregate principal amount. The Company will not be able to redeem the 2027 Convertible Notes prior to December 20, 2025. On or after December 20, 2025 and prior to the 21st scheduled trading day immediately preceding December 15, 2027, the Company will be able to redeem for cash all or any portion of the 2027 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 aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 56 If the Company undergoes a fundamental change, subject to certain conditions, holders of the 2027 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2027 New Convertible Notes. The fundamental change repurchase price will be 100 % of the aggregate principal amount of the 2027 Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The effective interest rate is 1.7 %. ABL Line of Credit 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 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 $ 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 January 31, 2026 for each of the next five fiscal years and thereafter is estimated to be as follows: Fiscal Years (in thousands) 2026 $ 2,904 2027 2,760 2028 1,659 2029 1,618 2030 1,249 Thereafter 592 Total $ 10,782 Deferred financing costs have a weighted average amortization period of approximately 4.5 years. 57 Scheduled Maturities 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: 2026 (a) $ 17,525 2027 314,594 2028 17,525 2029 17,525 2030 17,525 Thereafter 1,642,981 Total 2,027,675 Less: unamortized discount ( 11,200 ) Less: unamortized deferred financing costs ( 7,706 ) Finance lease liabilities 22,943 Total long-term debt $ 2,031,712 (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. 6. Derivative Instruments and Hedging Activities The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815 “Derivatives and Hedging” (Topic No. 815). Topic No. 815 provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments, (ii) how the entity accounts for derivative instruments and related hedged items, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As required by Topic No. 815, the Company records all derivatives on the balance sheet at fair value and adjusts them to market on a quarterly basis. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company has used interest rate swap contracts to add stability to interest expense and to manage its exposure to interest rate movements. The fair value of these contracts are determined using the market standard methodology of discounted future variable cash flows. The variable cash flows of the interest rate swap contract are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise or fall compared to current levels in conjunction with the fixed cash payments. The variable interest rates used in the calculation of projected receipts on the swap contracts are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. In addition, to comply with the provisions of Topic No. 820, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. 58 In accordance with Topic No. 820, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. There is no impact of netting because the Company’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 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. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company uses derivative financial instruments to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. Cash Flow Hedges of Interest Rate Risk On September 27, 2024, the Company terminated its previous $ 450.0 million interest rate swap, and entered into a new interest rate swap in the notional amount of $ 500.0 million with a blended interest rate of 2.83 %. On this same date, the Company also entered into a new interest rate swap for $ 300.0 million with an interest rate of 3.37 %. 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. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in the line item “Accumulated other comprehensive income” on the Company’s Consolidated Balance Sheets and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. 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 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 Number of Instruments Notional Aggregate Principal Amount Interest Swap Rate Maturity Date Interest rate swap contracts Four $ 1,100.0 million 2.83 %- 3.76 % September 24, 2031 59 Tabular Disclosure The tables below present the fair value of the Company’s derivative financial instruments on a gross basis, as well as their classification on the Company’s Consolidated Balance Sheets: (in thousands) Fair Values of Derivative Instruments January 31, 2026 February 1, 2025 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swap contracts Other assets $ 20,454 Other assets $ 45,699 Interest rate swap contracts Other liabilities $ 3,290 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. (in thousands) Fiscal Year Ended Interest Rate Derivatives: January 31, 2026 February 1, 2025 February 3, 2024 Unrealized (losses) gains, before taxes $ ( 18,462 ) $ 30,563 $ 14,243 Income tax benefit (expense) 4,936 ( 8,125 ) ( 3,783 ) Unrealized (losses) gains, net of taxes $ ( 13,526 ) $ 22,438 $ 10,460 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. (in thousands) Fiscal Year Ended Component of Earnings: January 31, 2026 February 1, 2025 February 3, 2024 Interest benefit $ ( 15,873 ) $ ( 18,355 ) $ ( 7,749 ) Income tax expense 4,230 4,906 2,074 Net reclassification into earnings $ ( 11,643 ) $ ( 13,449 ) $ ( 5,675 ) 7. Capital Stock Common Stock 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. The Company’s common stock is neither convertible nor redeemable. Unless the Company’s Board of Directors determines otherwise, the Company will issue all of the Company’s capital stock in uncertificated form. Preferred Stock The Company does not have any shares of preferred stock issued or outstanding. The Company’s Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. The issuance of the Company’s preferred stock could have the effect of decreasing the trading price of the Company’s common stock, restricting dividends on the Company’s capital stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s capital stock, or delaying or preventing a change in control of the Company. 60 Dividend Rights Each holder of shares of the Company’s capital stock will be entitled to receive such dividends and other distributions in cash, stock or property as may be declared by the Company’s Board of Directors from time to time out of the Company’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of any other class or series of the Company’s preferred stock. Treasury Stock The Company accounts for treasury stock under the cost method. 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 $ 500.0 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. As of the end of Fiscal 2025 , the Company had $ 385.0 million remaining under this share repurchase authorization. 8. Net Income Per Share 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, as applicable. (in thousands, except per share data) Fiscal Year Ended January 31, February 1, February 3, 2026 2025 2024 Basic net income per share Net income $ 610,153 $ 503,639 $ 339,649 Weighted average number of common shares – basic 62,984 63,634 64,672 Net income per common share – basic $ 9.69 $ 7.91 $ 5.25 Diluted net income per share Net income $ 610,153 $ 503,639 $ 339,649 Shares for basic and diluted net income per share: Weighted average number of common shares – basic 62,984 63,634 64,672 Assumed exercise of stock options and vesting of restricted stock 795 673 245 Assumed conversion of convertible debt 347 288 — Weighted average number of common shares – diluted 64,126 64,595 64,917 Net income per common share – diluted $ 9.51 $ 7.80 $ 5.23 61 Approximately 173,000 shares, 405,000 shares and 1,524,000 shares were excluded from diluted net income per share for Fiscal 2025, Fiscal 2024 and Fiscal 2023 , respectively, since their effect was anti-dilutive. 9. Stock-Based Compensation 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. 718. 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: (in thousands) Fiscal Year Ended January 31, February 1, February 3, Type of Non-Cash Stock Compensation 2026 2025 2024 Restricted stock unit grants (a) $ 51,510 $ 43,005 $ 43,037 Stock option grants (a) 16,441 19,543 19,502 Performance stock unit grants (a) 38,781 25,024 21,409 Total (b) $ 106,732 $ 87,572 $ 83,948 (a) Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. (b) The amounts presented in the table above exclude the effect of income taxes. The tax benefit related to the Company’s non-cash stock compensation was $ 19.3 million, $ 15.6 million and $ 15.5 million during Fiscal 2025, Fiscal 2024 and Fiscal 2023 , respectively. Stock Options Options granted during Fiscal 2025, Fiscal 2024 and Fiscal 2023, were all service-based awards granted under the Plans at the following exercise prices: Exercise Price Ranges From To Fiscal 2025 $ 273.66 $ 273.66 Fiscal 2024 $ 178.02 $ 290.34 Fiscal 2023 $ 118.58 $ 234.15 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. Options granted during Fiscal 2025, Fiscal 2024 and Fiscal 2023 become exercisable if the grantee’s employment 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. 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 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. 62 Stock option transactions during Fiscal 2025 are summarized as follows: Number of Shares Weighted Average Exercise Price Per Share Options outstanding, February 1, 2025 1,456,342 $ 196.77 Options granted 589 273.66 Options exercised (a) ( 150,964 ) 167.77 Options forfeited ( 45,672 ) 212.26 Options outstanding, January 31, 2026 1,260,295 199.72 (a) Options exercised during Fiscal 2025 had a total intrinsic value of $ 15.8 million. The following table summarizes information about the stock options vested and expected to vest during the contractual term, as well as options exercisable: Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (in millions) Options vested and expected to vest 1,260,295 6.1 $ 199.72 $ 124.3 Options exercisable 813,227 5.2 $ 207.55 $ 75.0 During Fiscal 2025 , the fair value of each stock option granted was estimated on the date of grant using the Black Scholes option pricing model. The fair value of each stock option granted during Fiscal 2025 was estimated using the following assumptions on a weighted average basis: Fiscal Year Ended January 31, 2026 Risk-free interest rate 4.3 % Expected volatility 42.3 % Expected life (years) 4.0 Contractual life (years) 10.0 Expected dividend yield 0.0 % Grant date fair value of options issued $ 106.01 The expected dividend yield was based on the Company’s expectation of not paying dividends in the near term. To evaluate its volatility factor, the Company uses the historical volatility of its stock price over the expected life of the options. The risk free interest rate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. The expected life of the options was estimated using historical exercise rates. 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 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 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. 63 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. Award grant, vesting and forfeiture transactions during Fiscal 2025 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Award Non-vested awards outstanding, February 1, 2025 653,406 $ 190.83 Awards granted 341,487 231.91 Awards vested (a) ( 224,732 ) 198.21 Awards forfeited ( 42,648 ) 201.97 Non-vested awards outstanding, January 31, 2026 727,513 207.18 (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 are based on continued service and the achievement of pre-established adjusted net income per share growth over a three-year performance period. Based on the Company’s achievement of these goals, each award may be earned up to 200 % of the target award. In the event that actual performance is below threshold, no award will be made. 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 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. Performance share unit transactions during Fiscal 2025 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Award Non-vested awards outstanding, February 1, 2025 292,870 $ 188.37 Awards granted 174,248 225.56 Awards vested (a) ( 99,388 ) 207.29 Awards forfeited ( 3,776 ) 196.30 Non-vested awards outstanding, January 31, 2026 363,954 200.92 (a) Performance-based stock awards vested during Fiscal 2025 had a total intrinsic value of $ 23.3 million. 10. Lease Commitments The Company’s leases primarily consist of stores, distribution facilities and office space under operating and finance leases that will expire principally during the next 30 years. The leases typically include renewal options at five-year intervals and escalation clauses. Lease renewals are only included in the lease liability to the extent that they are reasonably assured of being exercised. The Company’s leases typically provide for contingent rentals based on a percentage of gross sales. Contingent rentals are not included in the lease liability, and they are recognized as variable lease cost when incurred. 64 The following is a schedule of the Company’s future lease payments: (in thousands) Fiscal Year Operating Leases Finance Leases 2026 $ 654,698 $ 3,640 2027 712,552 3,640 2028 673,509 3,447 2029 615,727 2,104 2030 537,855 2,040 Thereafter 1,852,053 16,643 Total future minimum lease payments 5,046,394 31,514 Amount representing interest ( 1,123,583 ) ( 8,571 ) Total lease liabilities 3,922,811 22,943 Less: current portion of lease liabilities ( 425,468 ) ( 2,452 ) Total long term lease liabilities $ 3,497,343 $ 20,491 Weighted average discount rate 6.2 % 5.5 % Weighted average remaining lease term (years) 7.9 11.6 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: (in thousands) Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Finance lease cost: Amortization of finance lease asset (a) $ 2,264 $ 2,573 $ 3,506 Interest on lease liabilities (b) 1,303 1,439 1,858 Operating lease cost (c) 684,975 628,433 587,214 Variable lease cost (c) 281,035 254,586 235,223 Total lease cost 969,577 887,031 827,801 (Gain) impairment on sale and leaseback transaction (d) ( 1,039 ) 8,959 ( 1,958 ) Less all rental income (e) ( 4,747 ) ( 5,377 ) ( 5,733 ) Total net rent expense (f) $ 963,791 $ 890,613 $ 820,110 (a) Included in the line item “Depreciation and amortization” in the Company’s Consolidated Statements of Income. (b) Included in the line item “Interest expense” in the Company’s Consolidated Statements of Income. (c) Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. Variable lease cost is primarily comprised of real estate taxes, common area maintenance, insurance and percentage rent. (d) Impairment included in the line item "Impairment charges - long-lived assets" and gain included in line item “Other income - net” in the Company’s Consolidated Statements of Income. (e) Included in the line item “Other revenue” in the Company’s Consolidated Statements of Income. (f) Excludes an immaterial amount of short-term lease cost. 65 Supplemental cash flow disclosures related to leases are as follows: (in thousands) Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Cash paid for amounts included in the measurement of lease liabilities: Cash payments arising from operating lease liabilities (a) $ 688,032 $ 638,361 $ 595,028 Cash payments for the principal portion of finance lease liabilities (b) $ 2,037 $ 2,566 $ 4,378 Cash payments for the interest portion of finance lease liabilities (a) $ 1,303 $ 1,439 $ 1,858 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets $ 734,096 $ 737,222 $ 611,569 (a) Included within operating activities in the Company’s Consolidated Statements of Cash Flows. (b) Included within financing activities in the Company’s Consolidated Statements of Cash Flows. 11. Employee Retirement Plans The Company maintains separate defined contribution 401(k) retirement savings and profit-sharing plans covering employees in the United States and Puerto Rico who meet specified age and service requirements. The discretionary profit-sharing component (which the Company has not utilized since 2005 and has no current plans to utilize) is entirely funded by the Company, and the Company also makes additional matching contributions to the 401(k) component of the plans. Participating employees can voluntarily elect to contribute a percentage of their earnings to the 401(k) component of the plans (up to certain prescribed limits) through a cash or deferred (salary deferral) feature qualifying under Section 401(k) of the Internal Revenue Code (401(k) Plan). The Company recorded $ 17.9 million, $ 16.5 million and $ 15.6 million of 401(k) Plan match expense during Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively, which is included in the line item “Selling, general and administrative expenses” on the Company’s Consolidated Statements of Income. 12. Income Taxes Income before income taxes was as follows for Fiscal 2025, Fiscal 2024 and Fiscal 2023: (in thousands) Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Domestic $ 794,349 $ 659,414 $ 454,491 Foreign 21,769 15,400 11,282 Total income before income taxes $ 816,118 $ 674,814 $ 465,773 66 Income tax expense was as follows for Fiscal 2025, Fiscal 2024 and Fiscal 2023: (in thousands) Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Current: Federal $ 129,660 $ 105,828 $ 85,834 State 40,532 31,116 16,150 Foreign 7,989 5,594 3,477 Subtotal 178,181 142,538 105,461 Deferred: Federal 28,287 25,560 12,583 State ( 612 ) 2,889 7,311 Foreign 109 188 769 Subtotal 27,784 28,637 20,663 Total income tax expense $ 205,965 $ 171,175 $ 126,124 Income taxes paid (net of refunds received) for Fiscal 2025, Fiscal 2024 and Fiscal 2023: (in thousands) January 31, February 1, February 3, 2026 2025 2024 Income Taxes Paid: Federal $ 124,000 $ 132,000 $ 69,500 State 38,526 33,399 13,877 Foreign 8,360 4,860 2,860 Total income tax expense $ 170,886 $ 170,259 $ 86,237 67 The tax rate reconciliations were as follows for Fiscal 2025, Fiscal 2024 and Fiscal 2023: (all dollar amounts in thousands) Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Amount Percent Amount Percent Amount Percent U.S. federal statutory tax rate $ 171,385 21.0 % $ 141,711 21.0 % $ 97,812 21.0 % State income taxes, net of federal benefit (a) 33,271 4.1 28,202 4.2 20,061 4.3 Foreign tax effects 3,937 0.5 2,763 0.4 3,351 0.7 Effect of cross-border tax laws ( 1,670 ) ( 0.2 ) ( 1,548 ) ( 0.2 ) ( 1,032 ) ( 0.2 ) Tax credits: Work opportunity tax credit ( 5,272 ) ( 0.7 ) ( 5,849 ) ( 0.9 ) ( 5,482 ) ( 1.2 ) Other ( 138 ) ( 0.0 ) ( 138 ) ( 0.0 ) ( 138 ) ( 0.0 ) Non-taxable or non-deductible expenses: Section 162(m): limit on compensation 9,434 1.1 6,794 1.0 5,996 1.3 Other ( 2,778 ) ( 0.3 ) 2,620 0.4 1,192 0.2 Changes in unrecognized tax benefits ( 1,803 ) ( 0.2 ) ( 1,593 ) ( 0.2 ) ( 1,408 ) ( 0.3 ) Loss from extinguishment of convertible debt — — — — 6,757 1.5 Other ( 401 ) ( 0.1 ) ( 1,787 ) ( 0.3 ) ( 985 ) ( 0.2 ) Effective tax rate $ 205,965 25.2 % $ 171,175 25.4 % $ 126,124 27.1 % (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) January 31, 2026 February 1, 2025 Tax Assets Tax Liabilities Tax Assets Tax Liabilities Non-current deferred tax assets and liabilities: Property and equipment basis adjustments $ — $ 316,248 $ — $ 264,774 Operating lease liability 1,016,097 — 950,808 — Operating lease asset — 933,642 — 879,433 Intangibles—indefinite-lived — 63,664 — 63,791 Employee benefit compensation 38,613 — 31,917 — State net operating losses (net of federal benefit) 3,203 — 4,513 — Tax credits 8,783 — 8,342 — Other — 20,369 — 35,653 Valuation allowance ( 8,405 ) — ( 8,942 ) — Total non-current deferred tax assets and liabilities $ 1,058,291 $ 1,333,923 $ 986,638 $ 1,243,651 Net deferred tax liability $ 275,632 $ 257,013 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 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 68 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: (in thousands) Gross Unrecognized Tax Benefits, Exclusive of Interest and Penalties Balance at January 28, 2023 $ 3,933 Additions for tax positions of the current year — Additions for tax positions of prior years — Reduction for tax positions of prior years ( 783 ) Settlements — Lapse of statute of limitations ( 18 ) Balance at February 3, 2024 3,132 Additions for tax positions of the current year — Additions for tax positions of prior years — Reduction for tax positions of prior years ( 783 ) Settlements — Lapse of statute of limitations — Balance at February 1, 2025 2,349 Additions for tax positions of the current year — Additions for tax positions of prior years — Reduction for tax positions of prior years ( 783 ) Settlements — Lapse of statute of limitations — Balance at January 31, 2026 $ 1,566 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 $ 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. 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. As a result of previous positions taken, the Company recorded a net benefit of $ 1.0 million of interest and penalties during Fiscal 2024 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 Sheets as of February 1, 2025. The Company files tax returns in the U.S. 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 . The Company or its subsidiaries’ state and Puerto Rico income tax returns are open to audit for Fiscal Years 2021 through 2025 with a few exceptions, under the applicable statutes of limitations. There are ongoing state audits in several jurisdictions, and the Company has accrued for possible exposures as required under Topic No. 740. The Company does not expect the settlement of these audits to have a material impact to its financial results. 13. Fair Value of Financial Instruments The Company accounts for fair value measurements in accordance with Topic No. 820 which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements. Topic No. 820 defines fair value as the price that 69 would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets. Level 2: Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Pricing inputs that are unobservable for the assets and liabilities, and include situations where there is little, if any, market activity for the assets and liabilities. The inputs into the determination of fair value require significant management judgment or estimation. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. Refer to Note 6, “Derivative Instruments and Hedging Activities,” for further discussion regarding the fair value of the Company’s interest rate swap contract. Refer to Note 4, “Impairment Charges,” for further discussion regarding the fair value of the Company's long-lived assets after impairment. Financial Assets 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 January 31, February 1, 2026 2025 Level 1 Cash equivalents $ 746,996 $ 728,443 Financial Liabilities The fair values of the Company’s financial liabilities are summarized below: (in thousands) January 31, 2026 February 1, 2025 Principal Amount Fair Value Principal Amount Fair Value Term Loan Facility $ 1,730,606 $ 1,730,606 $ 1,246,875 $ 1,250,965 2025 Convertible Notes — — 156,155 202,852 2027 Convertible Notes 297,069 451,205 297,069 444,674 ABL Line of Credit (a) — — — — Total debt (b) $ 2,027,675 $ 2,181,811 $ 1,700,099 $ 1,898,491 (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, 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. The estimated fair values of the Company’s debt are classified as Level 2 in the fair value hierarchy, and are based on current market quotes received from inactive markets. Although management is not aware of any factors that could significantly affect the estimated 70 fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and current estimates of fair value may differ from amounts presented herein. 14. Commitments and Contingencies Legal In the course of business, the Company is party to class or collective actions alleging violations of federal and state wage and hour and other labor statutes, representative claims under the California Private Attorneys’ General Act and various other lawsuits and regulatory proceedings from time to time including, among others, commercial, product, employee, customer, intellectual property, privacy and other claims. Actions against us are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties. While no assurance can be given as to the ultimate outcome of these matters, the Company believes that the final resolution of these actions will not have a material adverse effect on the Company’s results of operations, financial position, liquidity or capital resources. Letters of Credit 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 $ 1,774.0 million of purchase commitments related to goods that were not received as of January 31, 2026. 15. 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. 71 Schedule I CONDENSED FINANCIAL INFORMATION OF REGISTRANT Parent Company Information Burlington Stores, Inc. Condensed Statements of Income and Comprehensive Income (in thousands) Fiscal Years Ended January 31, 2026 February 1, 2025 February 3, 2024 REVENUES: Total revenue $ — $ — $ — COSTS AND EXPENSES: Interest expense, net — — — Total costs and expenses — — — Income before provision for income tax — — — Provision for income tax — — — Earnings from equity investment, net of income taxes 610,153 503,639 339,649 Net income 610,153 503,639 339,649 Other comprehensive income, net of tax: Interest rate derivative contracts: Net unrealized gain (loss) arising during the period ( 13,526 ) 22,438 10,460 Net reclassification into earnings during the period ( 11,643 ) ( 13,449 ) ( 5,675 ) Total comprehensive income $ 584,984 $ 512,628 $ 344,434 See Notes to Condensed Financial Statements 72 CONDENSED FINANCIAL INFORMATION OF REGISTRANT Parent Company Information Burlington Stores, Inc. Condensed Balance Sheets (in thousands) As of January 31, 2026 February 1, 2025 ASSETS: Cash and cash equivalents $ 290 $ 572 Total current assets 290 572 Investment in subsidiaries 2,101,660 1,819,365 Total assets $ 2,101,950 $ 1,819,937 LIABILITIES AND STOCKHOLDERS’ EQUITY: Current maturities of long term debt $ — $ 156,155 Current liabilities — 156,155 Long term debt 294,691 293,286 Commitments and contingencies Total stockholders’ equity 1,807,259 1,370,496 Total liabilities and stockholders’ equity $ 2,101,950 $ 1,819,937 See Notes to Condensed Financial Statements 73 CONDENSED FINANCIAL INFORMATION OF REGISTRANT Parent Company Information Burlington Stores, Inc. Condensed Statements of Cash Flows (in thousands) Fiscal Years Ended January 31, 2026 February 1, 2025 February 3, 2024 OPERATING ACTIVITIES: Net cash provided by operating activities $ — $ — $ — INVESTING ACTIVITIES: Net contribution from subsidiaries 408,971 225,164 313,713 Net cash provided by investing activities 408,971 225,164 313,713 FINANCING ACTIVITIES: Proceeds from long term debt - 2027 Convertible Notes — — 297,069 Principal payment on long term debt - 2025 Convertible Notes ( 156,158 ) — ( 386,519 ) Purchase of treasury shares ( 278,422 ) ( 256,293 ) ( 243,188 ) Proceeds from stock option exercises 25,327 31,651 18,783 Net cash used in financing activities ( 409,253 ) ( 224,642 ) ( 313,855 ) (Decrease) increase in cash and cash equivalents ( 282 ) 522 ( 142 ) Cash and cash equivalents at beginning of period 572 50 192 Cash and cash equivalents at end of period $ 290 $ 572 $ 50 See Notes to Condensed Financial Statements 74 CONDENSED FINANCIAL INFORMATION OF REGISTRANT Parent Company Information Burlington Stores, Inc. Note 1. Basis of Presentation Burlington Stores, Inc. (the Parent Company) is a holding company that conducts substantially all of its business operations through its subsidiaries. Capitalized terms not otherwise defined in this Schedule I shall have the meanings ascribed to them in the Notes to Consolidated Financial Statements. The Parent Company’s ability to pay dividends on Parent Company’s common stock will be limited by restrictions on the ability of Parent Company's subsidiaries to pay dividends or make distributions under the terms of current and future agreements governing the indebtedness of Parent Company’s subsidiaries. In addition to other baskets under the agreements governing its indebtedness, the Parent Company and its subsidiaries are permitted to make dividends and distributions under the Term Loan Facility so long as there is no event of default and the consolidated leverage ratio of the Parent Company and its subsidiaries does not exceed 3.50 to 1.00, and under the ABL Line of Credit as long as certain restricted payment conditions are satisfied. The accompanying Condensed Financial Statements include the accounts of the Parent Company and, on an equity basis, its consolidated subsidiaries and affiliates. Accordingly, these Condensed Financial Statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. Other than debt related costs, the Parent Company incurs certain corporate costs which are borne by the Parent Company’s subsidiaries. Such costs are not significant. 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. Note 2. Dividends 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. Note 3. Stock-Based Compensation Non-cash stock compensation expense of $ 106.7 million, $ 87.6 million and $ 83.9 million has been pushed down to Parent Company’s subsidiaries for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Note 4. Long Term Debt 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. The Parent 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. The Parent Company also issued approximately $ 42.1 million in aggregate principal amount of 2027 Convertible Notes in a private placement to certain investors. 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 we issue a notice of redemption, and which is also subject to certain anti-dilution adjustments. 75 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 will mature on December 15, 2027 , unless earlier converted, redeemed or repurchased. 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. 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 Parent Company's common stock. 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. Included in the Condensed Statements of Income and Comprehensive Income is the following for each of the periods indicated: (in thousands) Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Convertible notes interest expense $ 5,815 $ 9,294 $ 10,875 Intercompany note receivable interest expense ( 5,815 ) ( 9,294 ) ( 10,875 ) Loss on extinguishment of convertible notes — — ( 38,274 ) Gain on extinguishment of intercompany note receivable — — 38,274 Interest expense, net $ — $ — $ — Refer also to Note 5 to the Consolidated financial statements. Note 5. Capital Stock Treasury Stock The Parent Company accounts for treasury stock under the cost method. 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 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. As of the end of Fiscal 2025 , the Parent Company had $ 385.0 million remaining under this share repurchase authorization. 76 BURLINGTON STORES, INC. Schedule II—Valuation and Qualifying Accounts and Reserves (All amounts in thousands) Description Balance at Beginning of Period Charged to Costs & Expenses Charged to Other Accounts (a) Accounts Written Off or Deductions Balance at End of Period Year ended January 31, 2026 Allowance for doubtful accounts $ 2,959 $ 786 $ — $ 2,134 $ 1,611 Valuation allowances on deferred tax assets $ 8,942 $ — $ ( 537 ) $ — $ 8,405 Year ended February 1, 2025 Allowance for doubtful accounts $ 2,313 $ 1,769 $ — $ 1,123 $ 2,959 Valuation allowances on deferred tax assets $ 11,425 $ — $ ( 2,483 ) $ — $ 8,942 Year ended February 3, 2024 Allowance for doubtful accounts $ 1,252 $ 1,209 $ — $ 148 $ 2,313 Valuation allowances on deferred tax assets $ 13,060 $ — $ ( 1,635 ) $ — $ 11,425 (a) Amounts related to valuation allowances on deferred taxes are charged to income tax expense. 77 Item 9. Changes in and Disagreements with Acc ountants on Accounting and Financial Disclosure None. Item 9A. Contro ls and Procedures 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, January 31, 2026. 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 January 31, 2026. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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 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 During the fourth quarter of Fiscal 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 78 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Burlington Stores, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Burlington Stores, Inc. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ Deloitte & Touche LLP Morristown, New Jersey March 19, 2026 79 Item 9B. Other Information. 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 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. 80 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Part III Item 10. Directors, Executive Off icers and Corporate Governance For the information required by this Item 10, see “Election of Directors,” “Information About Our Executive Officers,” “Corporate Governance,” “Board Committees” and “Insider Trading Policy” in the Proxy Statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), which information is incorporated herein by reference. The Proxy Statement will be filed within 120 days of the close of our 2025 fiscal year. Item 11. Executi ve Compensation For the information required by this Item 11, see “Executive Compensation” and “Director Compensation” in the Proxy Statement, which information (excluding the information under the subheading "Pay Versus Performance") is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters For the information required by this Item 12, see “Ownership of Securities” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Proxy Statement, which information is incorporated herein by reference. Item 13. Certain Relationships and Relate d Transactions, and Director Independence For the information required by this Item 13, see “Certain Relationships and Related Person Transactions” and “Corporate Governance” in the Proxy Statement, which information is incorporated herein by reference. Item 14. Principal Accou ntant Fees and Services For the information required by this Item 14, see “Principal Accountant Fees and Services” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services” in the Proxy Statement, which information is incorporated herein by reference. 81 PART IV Item 15. Exhibits and Finan cial Statement Schedules (a) Documents Filed as Part of this Report (1) Financial Statements . The Consolidated Financial Statements filed as part of this Annual Report are listed on the Index to Consolidated Financial Statements on page 41 of this Annual Report. (2) Financial Statement Schedules . Schedule I—Condensed Financial Information of Registrant filed as part of this Annual Report is starting on page 72 . Schedule II—Valuation and Qualifying Accounts filed as part of this Annual Report is set forth on page 77 of this Annual Report. All other financial statement schedules have been omitted here because they are not applicable, not required, or the information is shown in the Consolidated Financial Statements or notes thereto. (3) Exhibits Required by Item 601 of Regulation S-K . The following is a list of exhibits required by Item 601 of Regulation S-K and filed as part of this Annual Report. Exhibits that previously have been filed are incorporated herein by reference. Exhibits filed prior to June 2013 are incorporated herein by reference to filings of Burlington Coat Factory Investments Holdings, Inc. (File No. 333-137916-110). Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date 3.1 Amended and Restated Certificate of Incorporation of Burlington Stores, Inc. Quarterly Report on Form 10-Q May 30, 2024 3.2 Amended and Restated Bylaws of Burlington Stores, Inc. Annual Report on Form 10-K March 17, 2025 4.1 Description of the Registrant’s Securities. Annual Report on Form 10-K March 17, 2025 4.2 Indenture (including the form of Convertible Note), dated as of April 16, 2020, between Burlington Stores, Inc. and Wilmington Trust, National Association Current Report on Form 8-K April 16, 2020 4.3 Indenture, dated as of September 12, 2023, between the Company and Wilmington Trust, National Association, as trustee (including form of 1.25% Convertible Senior Notes due 2027) Current Report on Form 8-K September 18, 2023 10.1 Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, as borrower, the facility guarantors signatory thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, Goldman Sachs Lending Partners LLC, the lenders party thereto, and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Current Report on Form 8-K February 24, 2011 10.1.1 Amendment No. 1, dated May 16, 2012, 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, and the other parties thereto. Current Report on Form 8-K May 17, 2012 10.1.2 Amendment No. 2, dated February 15, 2013, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the other parties thereto. Current Report on Form 8-K February 21, 2013 82 10.1.3 Amendment No. 3, dated May 17, 2013, to the Credit Agreement, dated February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent. Current Report on Form 8-K May 22, 2013 10.1.4 Amendment No. 4, dated August 13, 2014, 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 August 18, 2014 10.1.5 Amendment No. 5, dated July 29, 2016, 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 July 29, 2016 10.1.6 Amendment No. 6 to the Credit Agreement, dated November 17, 2017, 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 November 21, 2017 10.1.7 Amendment No. 7 to the Credit Agreement, dated November 2, 2018, 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 November 8, 2018 10.1.8 Amendment No. 8 to the Credit Agreement, dated February 26, 2020, 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 March 3, 2020 10.1.9 Amendment No. 9, dated as of June 24, 2021, to the Credit Agreement dated as of February 24, 2011, 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 25, 2021 10.1.10 Amendment No. 10, dated as of May 11, 2023, to the Credit Agreement dated as of February 24, 2011, by and among Burlington Coat Factory Warehouse Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto. Quarterly Report on Form 10-Q May 25, 2023 10.1.11 Amendment No. 11, dated as of September 24, 2021, to the Credit Agreement dated as of February 24, 2011 (as amended), by and among Burlington Coat Factory Warehouse Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto. Current Report on Form 8-K September 26, 2024 10.1.12 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 10.2 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, Current Report on Form 8-K September 9, 2011 83 Bank of America, N.A., as administrative agent and as collateral agent, Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A., as co-syndication agents, and Suntrust Bank and U.S. Bank, National Association, as co-documentation agents, the lenders named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint lead arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint bookrunners. 10.2.1 First Amendment to Second Amended and Restated Credit Agreement, dated August 13, 2014, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. Current Report on Form 8-K August 18, 2014 10.2.2 Second Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2018, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. Current Report on Form 8-K July 2, 2018 10.2.3 Consent and Technical Modification Agreement, dated December 3, 2018, by and between Burlington Coat Factory Warehouse Corporation, as lead borrower, and Bank of America, N.A., as administrative agent Annual Report on Form 10-K March 20, 2019 10.2.4 Consent and Technical Modification Agreement, dated as of April 7, 2020, by and between Burlington Coat Factory Warehouse Corporation and Bank of America, N.A. Quarterly Report on Form 10-Q May 29, 2020 10.2.5 Third 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 party thereto, and Bank of America, N.A., as administrative agent and collateral agent. Current Report on Form 8-K December 22, 2021 10.2.6 Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of July 20, 2022, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors party thereto, each lender party thereto, and Bank of America, N.A., as administrative agent and collateral agent. Current Report on Form 8-K July 22, 2022 10.2.7 Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of June 26, 2023, by and among Burlington Coat Factory Warehouse Corporation, as lead borrower, the other borrowers party thereto, the facility guarantors party thereto, each lender party thereto, and Bank of America, N.A., as administrative agent and collateral agent. Quarterly Report on Form 10-Q August 24, 2023 10.2.8 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 84 party thereto, and Bank of America, N.A., as administrative agent and collateral agent. 10.3 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. Registration Statement on Form S-4 October 10, 2006 10.4 Security Agreement, dated April 13, 2006, by and among each of the borrowers party thereto, each of the facility guarantors party thereto, and Bank of America, N.A., as collateral agent. Registration Statement on Form S-4 October 10, 2006 10.5 Intellectual Property Security Agreement, dated April 13, 2006, by and among each of the borrowers party thereto, each of the facility guarantors party thereto, and Bank of America, N.A., as collateral agent. Registration Statement on Form S-4 October 10, 2006 10.6 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 10.7+ Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio. Quarterly Report on Form 10-Q August 31, 2015 10.7.1+ Amendment, dated May 19, 2017, to the Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio. Current Report on Form 8-K May 22, 2017 10.7.2+ Amendment No. 2, dated March 12, 2021, to the Amended and Restated Employment Agreement, dated July 28, 2015, by and among Burlington Coat Factory Warehouse Corporation and Jennifer Vecchio. Annual Report on Form 10-K March 15, 2021 10.8+ Employment Agreement, dated as of April 23, 2019, by and between Burlington Stores, Inc. and Michael O’Sullivan. Current Report on Form 8-K April 23, 2019 10.9+ Employment Agreement dated May 24, 2022 by and between Burlington Stores, Inc. and Kristin Wolfe. Current Report on Form 8-K May 26, 2022 10.10+ Form of Directors and Officers Indemnification Agreement Registration Statement on Form S-1/A September 10, 2013 10.11+ Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017. Current Report on Form 8-K May 22, 2017 10.12+ Burlington Stores, Inc. 2022 Omnibus Incentive Plan Current Report on Form 8-K May 24, 2022 10.13+ First Amendment to Burlington Stores, Inc. 2022 Omnibus Incentive Plan Current Report on Form 8-K May 27, 2025 10.14+ Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc. and Employees with Employment Agreements or Subject to the Executive Severance Plan 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). Current Report on Form 8-K May 22, 2017 10.15+ Form of Non-Qualified Stock Option Agreement between Burlington Stores, Inc. and Employees without Current Report on Form 8-K May 22, 2017 85 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). 10.16+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019). Quarterly Report on Form 10-Q June 3, 2019 10.17+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made from and after May 2019). Quarterly Report on Form 10-Q June 3, 2019 10.18+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and Kristin Wolfe pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for Make-Whole RSU Award). Current Report on Form 8-K May 26, 2022 10.19+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and Kristin Wolfe pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for Make-Whole Option Award). Current Report on Form 8-K May 26, 2022 10.20+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. Quarterly Report on Form 10-Q August 25, 2022 10.21+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates). Quarterly Report on Form 10-Q August 25, 2022 10.22+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. Quarterly Report on Form 10-Q August 25, 2022 10.23+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates). Quarterly Report on Form 10-Q August 25, 2022 10.24+ Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. Quarterly Report on Form 10-Q August 25, 2022 10.25+ Form of Performance-Based Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for grants made to certain merchandising and planning associates). Quarterly Report on Form 10-Q August 25, 2022 10.26+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. 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 10.27+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Quarterly Report on Form 10-Q August 25, 2022 86 Incentive Plan (for special grants made to certain merchandising and planning associates). 10.28+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for special grants made to all other associates). Quarterly Report on Form 10-Q August 25, 2022 10.29+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan (for special grants made to all other associates). Quarterly Report on Form 10-Q August 25, 2022 10.30+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and non-employee directors pursuant to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. Quarterly Report on Form 10-Q August 25, 2022 10.31 Security Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture Current Report on Form 8-K April 16, 2020 10.32 Intellectual Property Security Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture Current Report on Form 8-K April 16, 2020 10.33 Pledge Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Grantors party thereto and Wilmington Trust, National Association, in its capacity as collateral agent under the Indenture Current Report on Form 8-K April 16, 2020 10.34 ABL Intercreditor Agreement, dated as of April 16, 2020, among Burlington Coat Factory Warehouse Corporation, the Guarantors party thereto, the Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Term Loan Facility, and Wilmington Trust, National Association, in its capacity as collateral agent and trustee under the Indenture Current Report on Form 8-K April 16, 2020 10.35+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made from and after May 20, 2020). Quarterly Report on Form 10-Q August 27, 2020 10.36+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after May 3, 2021). Quarterly Report on Form 10-Q May 27, 2021 10.37+ Form of Stock Option Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for grants made to certain merchandising and planning associates from and after May 3, 2021). Quarterly Report on Form 10-Q May 27, 2021 87 10.38+ Burlington Stores, Inc. Executive Severance Plan (Amended and Restated Effective March 26, 2021). Quarterly Report on Form 10-Q May 27, 2021 10.39+† Burlington Stores, Inc. Executive Severance Plan (Amended and Restated Effective March 17, 2026). 10.40+ Burlington Stores, Inc. Executive Change in Control Severance Plan. Quarterly Report on Form 10-Q May 30, 2025 10.41+ Employment Agreement dated July 12, 2021 by and between Burlington Stores, Inc. and Travis Marquette. Current Report on Form 8-K July 15, 2021 10.42+ Form of Restricted Stock Unit Award Notice and Agreement between Burlington Stores, Inc. and award recipients pursuant to the Burlington Stores, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 17, 2017 (for special grants made to certain merchandising and planning associates). Annual Report on Form 10-K March 16, 2022 19.1† Statement of Policy Concerning Securities Trading. 21.1† List of Subsidiaries of Burlington Stores, Inc. 23.1† Consent of Deloitte & Touche LLP. 31.1† Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2† Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2† Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Burlington Stores, Inc. Policy on Recoupment of Incentive Compensation Annual Report on Form 10-K March 15, 2024 101.INS† Inline XBRL Instance Document – the instance document does not appear in Interactive Data File, because its XBRL tags are embedded within the Inline XBRL document. 101.SCH† Inline XBRL Taxonomy Extension Schema Document 101.CAL† Inline Taxonomy Extension Calculation Linkbase Document 101.DEF† Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB† Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document 104† Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) + Indicates management contract or compensatory plan or arrangement. † Filed or furnished herewith. Item 16. Form 10-K Summary None. 88 SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. BURLINGTON STORES, INC. By: /s/ Michael O’Sullivan Michael O’Sullivan Chief Executive Officer Date: March 19, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 19 th day of March 2026. Signature Title /s/ Michael O’Sullivan Chief Executive Officer and Director (Principal Executive Officer) Michael O’Sullivan /s/ Kristin Wolfe Chief Financial Officer (Principal Financial Officer) Kristin Wolfe /s/ Stephen Ferroni Chief Accounting Officer (Principal Accounting Officer) Stephen Ferroni /s/ Ted English Director Ted English /s/ Shira Goodman Director Shira Goodman /s/ Michael Goodwin Director Michael Goodwin /s/ Jordan Hitch Director Jordan Hitch /s/ John Mahoney Director John Mahoney /s/ William McNamara Director William McNamara /s/ Jessica Rodriguez Director Jessica Rodriguez /s/ Laura Sen Director Laura Sen /s/ Michael Skirvin Director Michael Skirvin /s/ Paul Sullivan Director Paul Sullivan 89 /s/ Mary Ann Tocio Director Mary Ann Tocio 90