Current Report · Items 8.01, 9.01 · 8-K

BURLINGTON STORES, INC.

BURLNYSEEQUITYCurrent

Other Events

Filed Mar 13, 2026Accepted Mar 13, 2026, 6:46 AM EDTCIK 1579298Accession 0001193125-26-105012

Company context

Burlington Stores, Inc., headquartered in New Jersey, is a nationally recognized off-price retailer with Fiscal 2025 net sales of $11.5 billion. The Company is a Fortune 500 company and its common stock is traded on the New York Stock Exchange under the ticker symbol “BURL.” The Company operated 1,287 stores as of the end of the second quarter of Fiscal 2026 in 47 states, Washington D.C. and Puerto Rico, principally under the name Burlington Stores. The Company’s stores offer an extensive selection of in-season, high-quality branded merchandise at up to 60% off other retailers' prices, including fashion-focused women’s apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

Current securities

BURLNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events

Item 8.01. Entry into a Material Definitive Agreement. On March 12, 2026, Burlington Stores, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 1.25% Convertible Senior Notes due 2027 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange $81,874,000 in aggregate principal amount of Notes held by them for an amount in cash and a number of shares to be calculated based on the volume-weighted average price of the Company’s common stock over a one-day measurement period on March 13, 2026. These exchange transactions are expected to close on March 19, 2026, subject to the satisfaction of customary closing conditions. The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached as Exhibit 99.1 hereto.

Filed exhibits (1)

EX-99.1 (by filename) burl-ex99_1.htm

EX-99.1 2 burl-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1 Exchange Agreement Burlington Stores, Inc. 1.25% Convertible Senior Notes due 2027 March 12, 2026 The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”), hereby agrees to exchange, with Burlington Stores, Inc., a Delaware corporation (the “Company”), certain 1.25% Convertible Senior Notes due 2027, CUSIP 122017 AD8 (the “Notes”) for the Exchange Consideration (as defined below) pursuant to this exchange agreement (the “Agreement”). The Investor understands that the exchange (the “Exchange”) is being made without registration of the offer or sale of the Shares (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction and that each Exchanging Investor participating in the Exchange is required to be an institutional “accredited investor” within the meaning of…

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