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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 1, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-36107

BURLINGTON STORES, INC.

(Exact name of registrant as specified in its charter)


Delaware		80-0895227
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2006 Route 130 North Burlington, New Jersey		08016
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (609) 387-7800

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common stock

     BURL

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-Accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 62,815,195 shares of common stock outstanding as of August 1, 2026.

BURLINGTON STORES, INC.

INDEX


		Page
Part I—Financial Information		3

Item 1. Financial Statements (unaudited)		3

Condensed Consolidated Statements of Income - Three and Six Months Ended August 1, 2026 and August 2, 2025		3

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended August 1, 2026 and August 2, 2025		4

Condensed Consolidated Balance Sheets – August 1, 2026, January 31, 2026 and August 2, 2025		5

Condensed Consolidated Statements of Cash Flows – Six Months Ended August 1, 2026 and August 2, 2025		6

Notes to Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3. Quantitative and Qualitative Disclosures About Market Risk		34

Item 4. Controls and Procedures		35

Part II—Other Information		35

Item 1. Legal Proceedings		35

Item 1A. Risk Factors		35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		35

Item 3. Defaults Upon Senior Securities		36

Item 4. Mine Safety Disclosures		36

Item 5. Other Information		36

Item 6. Exhibits		37

SIGNATURES		38

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(All amounts in thousands, except per share data)


	Three Months Ended						Six Months Ended
	August 1,			August 2,			August 1,			August 2,
	2026			2025			2026			2025
REVENUES:
Net sales	$	2,997,778		$	2,701,026		$	5,850,088		$	5,201,101
Other revenue		4,485			4,045			8,636			7,991
Total revenue		3,002,263			2,705,071			5,858,724			5,209,092
COSTS AND EXPENSES:
Cost of sales		1,614,011			1,519,629			3,208,815			2,924,720
Selling, general and administrative expenses		1,019,173			949,931			2,008,547			1,817,989
Costs related to debt amendments and inducement charges		—		—				15,315			112
Depreciation and amortization		114,022			94,810			218,630			186,593
Impairment charges - long-lived assets		3,577			1,580			4,385			2,095
Other income - net		(4,156	)		(1,506	)		(5,607	)		(7,016	)
Interest income		(6,140	)		(4,124	)		(12,301	)		(8,834	)
Interest expense		19,659			17,427			36,154			33,237
Total costs and expenses		2,760,146			2,577,747			5,473,938			4,948,896
Income before income tax expense		242,117			127,324			384,786			260,196
Income tax expense		57,813			33,139			85,738			65,178
Net income	$	184,304		$	94,185		$	299,048		$	195,018

Net income per common share:
Common stock - basic	$	2.93		$	1.49		$	4.76		$	3.09
Common stock - diluted	$	2.88		$	1.47		$	4.67		$	3.05
Weighted average number of common shares:
Common stock - basic		62,867			63,061			62,814			63,075
Common stock - diluted		63,896			63,893			64,022			63,966

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(All amounts in thousands)


	Three Months Ended						Six Months Ended
	August 1,			August 2,			August 1,			August 2,
	2026			2025			2026			2025
Net income	$	184,304		$	94,185		$	299,048		$	195,018
Other comprehensive income (loss), net of tax:
Interest rate derivative contracts:
Net unrealized gain (loss) arising during the period		14,226			(7,055	)		21,449			(19,588	)
Net reclassification into earnings during the period		(1,917	)		(3,110	)		(3,894	)		(6,090	)
Other comprehensive income (loss), net of tax		12,309			(10,165	)		17,555			(25,678	)
Total comprehensive income	$	196,613		$	84,020		$	316,603		$	169,340

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(All amounts in thousands, except share and per share data)


	August 1,			January 31,			August 2,
	2026			2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	703,686		$	1,232,525		$	747,619
Accounts receivable—net		128,087			105,296			111,236
Merchandise inventories		1,541,344			1,311,903			1,414,814
Assets held for disposal		2,579			3,364			417
Prepaid and other current assets		214,546			118,444			299,960
Total current assets		2,590,242			2,771,532			2,574,046
Property and equipment—net		3,389,646			3,164,218			2,836,035
Operating lease assets		3,674,007			3,624,786			3,542,956
Tradenames		238,000			238,000			238,000
Goodwill		47,064			47,064			47,064
Deferred tax assets		2,139			2,139			2,248
Other assets		102,757			71,318			68,914
Total assets	$	10,043,855		$	9,919,057		$	9,309,263

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,108,717		$	1,019,152		$	1,024,320
Current operating lease liabilities		448,652			425,468			392,865
Other current liabilities		632,393			734,000			656,713
Current maturities of long term debt and other current debt		20,144			70,591			19,896
Total current liabilities		2,209,906			2,249,211			2,093,794
Long term debt		1,893,411			2,011,735			2,019,409
Long term operating lease liabilities		3,543,910			3,497,343			3,406,543
Other liabilities		74,723			75,738			77,097
Deferred tax liabilities		319,657			277,771			265,603
Commitments and contingencies (Note 11)
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: 84,135,812 shares, 83,337,586 shares and 83,205,672 shares, respectively
Outstanding: 62,815,195 shares, 62,717,720 shares and 63,035,016 shares, respectively		9			9			9
Additional paid-in-capital		2,470,382			2,369,633			2,300,269
Accumulated earnings		2,396,904			2,097,856			1,682,721
Accumulated other comprehensive income		34,908			17,353			16,844
Treasury stock, at cost		(2,899,955	)		(2,677,592	)		(2,553,026	)
Total stockholders' equity		2,002,248			1,807,259			1,446,817
Total liabilities and stockholders' equity	$	10,043,855		$	9,919,057		$	9,309,263

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(All amounts in thousands)


	Six Months Ended
	August 1,			August 2,
	2026			2025
OPERATING ACTIVITIES
Net income	$	299,048		$	195,018
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		218,630			186,593
Impairment charges—long-lived assets		4,385			2,095
Amortization of deferred financing costs		1,285			1,420
Accretion of long term debt instruments		1,015			733
Deferred income taxes		35,564			15,671
Non-cash stock compensation expense		68,416			54,264
Non-cash lease expense		(4,917	)		(2,534	)
Cash received from landlord allowances		28,257			13,570
Inducement charges		15,315			—
Changes in assets and liabilities:
Accounts receivable		(23,989	)		(23,343	)
Merchandise inventories		(229,441	)		(164,039	)
Prepaid and other current assets		(96,102	)		(42,928	)
Accounts payable		95,486			(17,276	)
Other current liabilities		(81,551	)		(60,826	)
Other long term assets and long term liabilities		2,277			(1,981	)
Other operating activities		946			(5,905	)
Net cash provided by operating activities		334,624			150,532
INVESTING ACTIVITIES
Cash paid for property and equipment		(532,384	)		(589,241	)
Lease acquisition costs		(5,126	)		(19,942	)
Net (removal costs) proceeds from sale of property and equipment and assets held for sale		(204	)		27,769
Net cash used in investing activities		(537,714	)		(581,414	)
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
Principal payments on long term debt—Term Loan Facility		(8,763	)		(7,506	)
Principal payment on long term debt— Convertible Notes		(128,638	)		(156,158	)
Purchase of treasury shares		(222,295	)		(154,883	)
Proceeds from stock option exercises		36,217			8,430
Other financing activities		(2,270	)		(1,080	)
Net cash (used in) provided by financing activities		(325,749	)		183,803
Decrease in cash and cash equivalents		(528,839	)		(247,079	)
Cash and cash equivalents at beginning of period		1,232,525			994,698
Cash and cash equivalents at end of period	$	703,686		$	747,619
Supplemental disclosure of cash flow information:
Interest paid	$	37,058		$	48,841
Income tax payments - net (a)	$	108,412		$	119,740
Non-cash investing and financing activities:
Shares issued in exchange of 2027 Convertible Notes	$	44,403		$	—
Acquisition of finance leases	$	250		$	—
Accrued purchases of property and equipment	$	128,331		$	166,322

(a)

Income tax payments - net is inclusive of the purchase of federal energy tax credits.

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 1, 2026

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

As of August 1, 2026, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 1,287 retail stores.

These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (Fiscal 2025 10-K). The balance sheet at January 31, 2026 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2025 10-K. Because the Company’s business is seasonal in nature, the operating results for the three and six month periods ended August 1, 2026 are not necessarily indicative of results for the fiscal year. Interest income was disaggregated from the financial statement line item other income, net on the Company’s Condensed Consolidated Statement of Income beginning in the fourth quarter of Fiscal 2025. The interest income and other income, net amounts for three and six months ended August 1, 2026 were retrospectively adjusted for comparability purposes.

Accounting policies followed by the Company are described in Note 1, “Summary of Significant Accounting Policies,” included in Part II, Item 8 of the Fiscal 2025 10-K.

Fiscal Year

The Company defines its fiscal year as the 52 or 53-week period ending on the Saturday closest to January 31. Fiscal 2026 is defined as the 52-week year ending January 30, 2027, and Fiscal 2025 is defined as the 52-week year ended January 31, 2026. The second quarters of Fiscal 2026 and Fiscal 2025 each consist of 13 weeks.

Segment Reporting

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 Condensed Consolidated Statements of Income. The measure of segment assets is reported on the Condensed 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)
	Three Months Ended						Six Months Ended
	August 1,			August 2,			August 1,			August 2,
	2026			2025			2026			2025
Total revenue	$	3,002,263		$	2,705,071		$	5,858,724		$	5,209,092

Cost of sales		1,614,011			1,519,629			3,208,815			2,924,720
Product sourcing costs		225,886			208,982			441,469			405,829
Other segment expenses (a)		793,287			740,949			1,567,078			1,412,160
Costs related to debt amendments and inducement charges		—		—				15,315			112
Depreciation and amortization		114,022			94,810			218,630			186,593
Impairment charges - long-lived assets		3,577			1,580			4,385			2,095
Other income - net		(4,156	)		(1,506	)		(5,607	)		(7,016	)
Interest income		(6,140	)		(4,124	)		(12,301	)		(8,834	)
Interest expense		19,659			17,427			36,154			33,237
Income tax expense		57,813			33,139			85,738			65,178
Net income	$	184,304		$	94,185		$	299,048		$	195,018

(a)

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

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (ASU 2024-04), which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The Company adopted ASU 2024-04 beginning in Fiscal 2026 and applied the accounting for induced conversions to the March 2026 exchange of certain of the 2027 Convertible Notes. Refer to Note 4, "Long Term Debt" for further discussion regarding this transaction.

There were no other new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements and notes thereto during the three and six month periods ended August 1, 2026.

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.

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 consolidated financial statements and disclosures.

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)" (ASU 2026-02), which introduces a comprehensive model that establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and compliance obligations that may be settled by using environmental credits. ASU 2026-02 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 2026-02 on its consolidated financial statements and disclosures.

2. Stockholders’ Equity

Activity for the three and six month periods ended August 1, 2026 and August 2, 2025 in the Company’s stockholders’ equity is summarized below:


	(in thousands, except share data)
	Common Stock				Additional Paid-in			Accumulated		Accumulated Other Comprehensive			Treasury Stock
	Shares		Amount		Capital			Earnings		Income			Shares			Amount			Total
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
Net income		—		—		—			114,744		—			—			—			114,744
Stock options exercised		61,930		0		11,158			—		—			—			—			11,158
Shares used for tax withholding		—		—		—			—		—			(168,428	)		(53,506	)		(53,506	)
Shares issued as part of convertible debt settlement		150,831		0		(3,883	)		—		—			—			—			(3,883	)
Shares purchased as part of publicly announced program		—		—		—			—		—			(257,906	)		(80,752	)		(80,752	)
Vesting of restricted shares		438,059		—		—			—		—			—			—			—
Stock based compensation		—		—		36,301			—		—			—			—			36,301
Unrealized gains on interest rate derivative contracts, net of related taxes of $2.6 million		—		—		—			—		7,223			—			—			7,223
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $0.7 million		—		—		—			—		(1,977	)		—			—			(1,977	)
Balance at May 2, 2026		83,988,406	$	9	$	2,413,209		$	2,212,600	$	22,599			(21,046,200	)	$	(2,811,850	)	$	1,836,567
Net income		—		—		—			184,304		—			—			—			184,304
Stock options exercised		133,567		0		25,059			—		—			—			—			25,059
Shares used for tax withholding		—		—		—			—		—			(4,138	)		(1,362	)		(1,362	)
Shares purchased as part of publicly announced program, inclusive of $0.1 million related to excise tax		—		—		—			—		—			(270,279	)		(86,743	)		(86,743	)
Vesting of restricted shares		13,839		—		—			—		—			—			—			—
Stock based compensation		—		—		32,114			—		—			—			—			32,114
Unrealized gains on interest rate derivative contracts, net of related taxes of $5.1 million		—		—		—			—		14,226			—			—			14,226
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $0.7 million		—		—		—			—		(1,917	)		—			—			(1,917	)
Balance at August 1, 2026		84,135,812	$	9	$	2,470,382		$	2,396,904	$	34,908			(21,320,617	)	$	(2,899,955	)	$	2,002,248


	(in thousands, except share data)
	Common Stock				Additional Paid-in			Accumulated		Accumulated Other Comprehensive			Treasury Stock
	Shares		Amount		Capital			Earnings		Income			Shares			Amount			Total
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		—		—		—			100,833		—			—			—			100,833
Stock options exercised		20,536		—		2,766			—		—			—			—			2,766
Shares used for tax withholding		—		—		—			—		—			(96,295	)		(22,347	)		(22,347	)
Shares issued as part of convertible debt settlement		57,149		1		(5	)		—		—			—			—			(4	)
Shares purchased as part of publicly announced program, inclusive of $0.6 million related to excise tax		—		—		—			—		—			(445,285	)		(105,851	)		(105,851	)
Vesting of restricted shares		266,170		—		—			—		—			—			—			—
Stock based compensation		—		—		21,817			—		—			—			—			21,817
Unrealized losses on interest rate derivative contracts, net of related taxes of $4.5 million		—		—		—			—		(12,532	)		—			—			(12,532	)
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $1.1 million		—		—		—			—		(2,981	)		—			—			(2,981	)
Balance at May 3, 2025		83,149,208	$	9	$	2,262,157		$	1,588,536	$	27,009			(20,062,548	)	$	(2,525,514	)	$	1,352,197
Net income		—		—		—			94,185		—			—			—			94,185
Stock options exercised		31,490		—		5,664			—		—			—			—			5,664
Shares used for tax withholding		—		—		—			—		—			(5,634	)		(1,451	)		(1,451	)
Shares purchased as part of publicly announced program, inclusive of $0.2 million related to excise tax		—		—		—			—		—			(102,474	)		(26,061	)		(26,061	)
Vesting of restricted shares		24,974		—		—			—		—			—			—			—
Stock based compensation		—		—		32,448			—		—			—			—			32,448
Unrealized losses on interest rate derivative contracts, net of related taxes of $2.6 million		—		—		—			—		(7,055	)		—			—			(7,055	)
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $1.1 million		—		—		—			—		(3,110	)		—			—			(3,110	)
Balance at August 2, 2025		83,205,672	$	9	$	2,300,269		$	1,682,721	$	16,844			(20,170,656	)	$	(2,553,026	)	$	1,446,817

3. 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.

The following is a schedule of the Company’s future lease payments:


	(in thousands)
Fiscal Year	Operating Leases			Finance Leases
2026 (remainder)	$	313,509		$	1,865
2027		739,846			3,730
2028		711,122			3,537
2029		659,208			2,146
2030		583,514			2,040
Thereafter		2,117,444			16,643
Total future minimum lease payments		5,124,643			29,961
Amount representing interest		(1,132,081	)		(8,192	)
Total lease liabilities		3,992,562			21,769
Less: current portion of lease liabilities		(448,652	)		(2,618	)
Total long term lease liabilities	$	3,543,910		$	19,151

Weighted average discount rate		6.2	%		5.5	%
Weighted average remaining lease term (years)		7.9			11.3

The above schedule excludes approximately $610.5 million for 99 stores and an additional floor at the Company’s New York buying office that the Company has committed to open, expand or relocate but has not yet taken possession of the space. The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully collateralized basis.

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


	(in thousands)						(in thousands)
	Three Months Ended						Six Months Ended
	August 1, 2026			August 2, 2025			August 1, 2026			August 2, 2025

Finance lease cost:
Amortization of finance lease asset (a)	$	573		$	566		$	1,139		$	1,132
Interest on lease liabilities (b)		300			330			607			666
Operating lease cost (c)		181,758			168,666			361,542			333,471
Variable lease cost (c)		68,945			68,705			139,314			136,365
Total lease cost		251,576			238,267			502,602			471,634
Gain on sale and leaseback transaction (d)		—			—			—			(1,039	)
Less all rental income (e)		(1,228	)		(1,097	)		(2,408	)		(2,402	)
Total net rent expense (f)	$	250,348		$	237,170		$	500,194		$	468,193

(a)

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

(b)

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

(c)

Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. Variable lease cost is primarily comprised of real estate taxes, common area maintenance, insurance and percentage rent.

(d)

Gain included in line item “Other income - net” in the Company’s Condensed Consolidated Statements of Income.

(e)

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

(f)

Excludes an immaterial amount of short-term lease cost.

Supplemental cash flow disclosures related to leases are as follows:


	(in thousands)
	Six Months Ended
	August 1, 2026		August 2, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (a)	$	366,459	$	336,005
Cash payments for the principal portion of finance lease liabilities (b)	$	1,424	$	1,080
Cash payments for the interest portion of finance lease liabilities (a)	$	607	$	666
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets	$	315,218	$	389,743

(a)

Included within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

(b)

Included within financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

4. Long Term Debt

Long term debt consists of:


	(in thousands)
	August 1,			January 31,			August 2,
	2026			2026			2025
Senior secured term loan facility, adjusted SOFR (with a floor of 0.00%) plus 1.75%, matures on September 24, 2031	$	1,711,658		$	1,719,406		$	1,727,148
Convertible senior notes, 1.25%, matures on December 15, 2027		186,071			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		21,769			22,943			23,900
Unamortized deferred financing costs		(5,943	)		(7,706	)		(8,812	)
Total long-term debt		1,913,555			2,031,712			2,039,305
Less: current maturities (a)		(20,144	)		(19,977	)		(19,896	)
Long term debt, net of current maturities	$	1,893,411		$	2,011,735		$	2,019,409

(a)

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, which was included in the line item "Current maturities of long-term debt and other current debt" on the Consolidated Balance Sheet in the Fiscal 2025 10-K. The promissory note had a stated interest rate of zero percent and was repaid on the maturity date of February 9, 2026. The $50.6 million short-term promissory note is excluded from the balance as of January 31, 2026 in the table above.

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 August 1, 2026 of $1,721.8 million maturing on September 24, 2031.

On June 11, 2025, the Company entered into an amendment to the Term Loan Facility, which among other things, incurred $500.0 million of incremental term loans under the Term Loan Credit Agreement as additional 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 the existing Term B-7 Loans and are 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).

At August 1, 2026 and August 2, 2025, the interest rate related to the Term Loan Facility was 5.5% and 6.1%, respectively.

2025 Convertible Notes

On April 16, 2020, the Company issued its 2.25% Convertible Senior Notes due 2025 (the "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 (the "2027 Convertible Notes" and, together with the 2025 Convertible Notes, the "Convertible Notes").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. 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.

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%.

During the first quarter of Fiscal 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 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 common stock. These exchange transactions closed on March 19, 2026. The Company evaluated the accounting for this transaction under ASC 470‑20, “Debt—Debt with Conversion and Other Options,” as amended by ASU 2024‑04, “Clarifying the Accounting for Induced Conversions of Convertible Debt Instruments,” which was effective beginning in Fiscal 2026. These exchanges resulted in an inducement charge of $14.6 million, as well as legal and other transaction related fees of $0.7 million.

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.

On August 2, 2025, the Company had $945.7 million available under the ABL Line of Credit. Average borrowings during the three and six months ended August 2, 2025 amounted to $57.1 million and $40.4 million, respectively, at an average interest rate of 5.5% for both periods.

On August 1, 2026, the Company had $942.0 million available under the ABL Line of Credit. There were no borrowings under the ABL Line of Credit during the three and six months ended August 1, 2026.

5. Derivative Instruments and Hedging Activities

The Company accounts for derivatives and hedging activities in accordance with ASC 815, “Derivatives and Hedging” (ASC 815). As required by ASC 815, the Company records all derivatives on the balance sheet at fair value and adjusts to market on a quarterly basis. In addition, to comply with the provisions of ASC 820, “Fair Value Measurements” (ASC 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. In accordance with ASC 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. The Company classifies its derivative valuations in Level 2 of the fair value hierarchy.

On September 27, 2024, the Company terminated the 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.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of August 1, 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

Tabular Disclosure

The table below presents the fair value of the Company’s derivative financial instruments on a gross basis as well as their classification on the Company’s Condensed Consolidated Balance Sheets:

          
         (in thousands)

          
         Fair Values of Derivative Instruments

          
         August 1, 2026

         January 31, 2026

         August 2, 2025

         Derivatives Designated as Hedging Instruments

         Balance
Sheet
Location

         Fair
Value

         Balance
Sheet
Location

         Fair
Value

         Balance
Sheet
Location

         Fair
Value

Interest rate swap contracts

Other assets

$

43,952

Other assets

$

20,454

Other assets

$

18,508

Interest rate swap contracts

Other liabilities

$

—

Other liabilities

$

3,290

Other liabilities

$

4,803

The following table presents the unrealized gains and losses deferred to accumulated other comprehensive income resulting from the Company’s derivative financial instruments for each of the reporting periods:


	(in thousands)
	Three Months Ended						Six Months Ended
Interest Rate Derivatives:	August 1, 2026			August 2, 2025			August 1, 2026			August 2, 2025
Unrealized gains (losses), before taxes	$	19,375		$	(9,631	)	$	29,175		$	(26,703	)
Income tax (expense) benefit		(5,149	)		2,576			(7,726	)		7,115
Unrealized gains (losses), net of taxes	$	14,226		$	(7,055	)	$	21,449		$	(19,588	)

The following table presents information about the reclassification of gains and losses from accumulated other comprehensive income into earnings related to the Company’s derivative instruments for each of the reporting periods:


	(in thousands)
	Three Months Ended						Six Months Ended
Component of Earnings:	August 1, 2026			August 2, 2025			August 1, 2026			August 2, 2025
Interest benefit	$	(2,607	)	$	(4,241	)	$	(5,299	)	$	(8,304	)
Income tax expense		690			1,131			1,405			2,214
Net reclassification into earnings	$	(1,917	)	$	(3,110	)	$	(3,894	)	$	(6,090	)

The Company estimates that approximately $14.2 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense during the next twelve months.

6. Fair Value Measurements

The Company accounts for fair value measurements in accordance with ASC 820, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy:

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 5, “Derivative Instruments and Hedging Activities,” for further discussion regarding the fair value of the Company’s interest rate swap contracts.

Financial Assets

The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of August 1, 2026, January 31, 2026 and August 2, 2025 are summarized below:


	(in thousands)
	Fair Value Measurements at
	August 1,		January 31,		August 2,
	2026		2026		2025
Level 1
Cash equivalents	$	170,084	$	746,996	$	322,233

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 820. The fair value of the Company’s long-lived assets is calculated using a discounted cash-flow model that uses 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.

Impairment charges on long-lived assets were $3.6 million during the three month period ended August 1, 2026, primarily related to unrecoverable store assets at underperforming stores and impairment of assets held-for-sale. Impairment charges on long-lived assets were $1.6 million during the three month period ended August 2, 2025, related to unrecoverable assets at underperforming stores.

Impairment charges on long-lived assets were $4.4 million during the six month period ended August 1, 2026, primarily related to unrecoverable store assets at underperforming stores and impairment of assets held-for-sale. Impairment charges on long-lived assets were $2.1 million during the six month period ended August 2, 2025, related to unrecoverable assets at underperforming stores. During the six month period ended August 1, 2026 and the six month period ended August 2, 2025, the assets impaired had a remaining carrying value after impairments of $24.2 million and $18.4 million, respectively.

Financial Liabilities

The fair values of the Company’s financial liabilities are summarized below:


	(in thousands)
	August 1, 2026				January 31, 2026				August 2, 2025
	Principal Amount		Fair Value		Principal Amount		Fair Value		Principal Amount		Fair Value
Term Loan Facility	$	1,721,844	$	1,719,691	$	1,730,606	$	1,730,606	$	1,739,369	$	1,730,454
2027 Convertible Notes		186,071		339,280		297,069		451,205		297,069		433,049
ABL Line of Credit (a)		—		—		—		—		—		—
Total debt (b)	$	1,907,915	$	2,058,971	$	2,027,675	$	2,181,811	$	2,036,438	$	2,163,503

(a)

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

(b)

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

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

7. Income Taxes

Income tax expense was $57.8 million during the second quarter of Fiscal 2026 compared with $33.1 million during the second quarter of Fiscal 2025. The effective tax rate for the second quarter of Fiscal 2026 was 23.9% compared with 26.0% during the second quarter of Fiscal 2025. The increase in income tax expense is due to higher pre-tax income. The lower effective tax rate is primarily driven by the purchase of federal energy tax credits.

Income tax expense was $85.7 million during the six month period ended August 1, 2026 compared with $65.2 million during the six month period ended August 2, 2025. The effective tax rate for the six month period ended August 1, 2026 was 22.3% compared with 25.0% during the six month period ended August 2, 2025. The increase in income tax expense is due to higher pre-tax income. The lower effective tax rate is mainly driven by the tax benefit from stock-based compensation and purchase of federal energy tax credits.

Net deferred taxes are as follows:


	(in thousands)
	August 1,		January 31,		August 2,
	2026		2026		2025
Deferred tax asset	$	2,139	$	2,139	$	2,248
Deferred tax liability		319,657		277,771		265,603
Net deferred tax liability	$	317,518	$	275,632	$	263,355

Net deferred tax assets relate to Puerto Rico deferred balances that have a future net benefit for tax purposes. Net deferred tax liabilities primarily relate to intangible assets and depreciation expense where the Company has a future obligation for tax purposes.

As of August 1, 2026, the Company had a $3.0 million deferred tax asset related to net operating losses, which relates to state net operating losses that expire at various dates between 2036 and 2040.

As of August 1, 2026, the Company has tax credit carry-forwards totaling $10.9 million, inclusive of $10.6 million in foreign tax credits which will begin to expire in Fiscal 2033 and $0.3 million of state tax credit carry-forwards that have an indefinite life.

As of August 1, 2026, January 31, 2026 and August 2, 2025, valuation allowances totaled $10.7 million, $8.4 million and $9.8 million, respectively. These valuation allowances relate to foreign tax credit carry-forwards and state tax credit carry-forwards. The Company believes it is more likely than not that this portion of the deferred tax assets will not be realized.

8. Capital Stock

Treasury Stock

The Company accounts for treasury stock under the cost method.

Shares Used to Satisfy Tax Withholding

During the six month period ended August 1, 2026, the Company acquired 172,566 shares of common stock from employees for approximately $54.9 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock unit awards, which was recorded in the line item “Treasury stock, at cost” on the Company’s Condensed Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Condensed Consolidated 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 the six month period ended August 1, 2026, the Company repurchased 528,185 shares of common stock for $167.4 million under its repurchase programs, which was recorded in the line item “Treasury stock, at cost” on the Company’s Condensed Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Condensed Consolidated Statements of Cash Flows. As of August 1, 2026, the Company had $217.6 million remaining under its share repurchase authorizations.

9. Net Income Per Share

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

restricted stock unit awards, and the if-converted method for the Convertible Notes. The following table presents the computation of basic and diluted net income per share:


	(in thousands, except per share data)
	Three Months Ended				Six Months Ended
	August 1,		August 2,		August 1,		August 2,
	2026		2025		2026		2025
Basic net income per share
Net income	$	184,304	$	94,185	$	299,048	$	195,018
Weighted average number of common shares – basic		62,867		63,061		62,814		63,075
Net income per common share – basic	$	2.93	$	1.49	$	4.76	$	3.09
Diluted net income per share
Net income	$	184,304	$	94,185	$	299,048	$	195,018
Shares for basic and diluted net income per share:
Weighted average number of common shares – basic		62,867		63,061		62,814		63,075
Assumed exercise of stock options and vesting of restricted stock		696		579		846		621
Assumed conversion of convertible debt		333		253		362		270
Weighted average number of common shares – diluted		63,896		63,893		64,022		63,966
Net income per common share – diluted	$	2.88	$	1.47	$	4.67	$	3.05

Approximately 95,000 and 98,000 shares of the Company’s stock-based compensation grants were excluded from diluted net income per share for the three and six month periods ended August 1, 2026, respectively, since their effect was anti-dilutive.

Approximately 180,000 and 201,000 shares related to the Company’s stock-based compensation grants were excluded from diluted net income per share for the three and six month periods ended August 2, 2025, respectively, since their effect was anti-dilutive.

10. Stock Based Compensation

As of August 1, 2026, there were 5,159,514 shares of common stock available for issuance under the 2022 Omnibus Incentive Plan.

Non-cash stock compensation expense is as follows:


	(in thousands)
	Three Months Ended				Six Months Ended
	August 1,		August 2,		August 1,		August 2,
Type of Non-Cash Stock Compensation	2026		2025		2026		2025
Restricted stock unit grants (a)	$	15,871	$	14,137	$	28,968	$	25,108
Stock option grants (a)		2,660		4,122		6,302		9,023
Performance stock unit grants (a)		13,583		14,189		33,146		20,133
Total (b)	$	32,114	$	32,448	$	68,416	$	54,264

(a)

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

(b)

The amounts presented in the table above exclude taxes. For the three and six month periods ended August 1, 2026, the tax benefit related to the Company’s non-cash stock compensation was approximately $5.7 million and $12.9 million, respectively. For the three and six month periods ended August 2, 2025, the tax benefit related to the Company’s non-cash stock compensation was approximately $5.9 million and $10.1 million, respectively.

Stock Options

Stock option transactions during the six month period ended August 1, 2026 are summarized as follows:


	Number of Shares			Weighted Average Exercise Price Per Share
Options outstanding, January 31, 2026		1,260,295		$	199.72
Options granted		—			—
Options exercised (a)		(195,497	)		185.26
Options forfeited		(12,110	)		186.55
Options outstanding, August 1, 2026		1,052,688			202.56

(a)

Options exercised during the six month period ended August 1, 2026 had a total intrinsic value of $27.4 million.

The following table summarizes information about the stock options vested and expected to vest during the contractual term of such options as of August 1, 2026:


	Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions)
Options vested and expected to vest		1,052,688		5.7	$	202.56	$	174.7
Options exercisable		817,687		5.1	$	208.33	$	131.0

Restricted Stock Units

Restricted stock unit transactions during the six month period ended August 1, 2026 are summarized as follows:


	Number of Shares			Weighted Average Grant Date Fair Value Per Award
Non-vested awards outstanding, January 31, 2026		727,513		$	207.18
Awards granted		273,944			317.71
Awards vested (a)		(256,242	)		200.52
Awards forfeited		(28,049	)		236.19
Non-vested awards outstanding, August 1, 2026		717,166			250.64

(a)

Restricted stock units vested during the six month period ended August 1, 2026 had a total intrinsic value of $81.3 million.

The fair value of each share of restricted stock granted during the six month period ended August 1, 2026 was based upon the closing price of the Company’s common stock on the grant date.

Performance Stock Units

The Company grants performance-based restricted stock units to its senior executives. Vesting of the performance stock units is based on continued service and the achievement of specified pre-established adjusted net income per share growth over a three-year performance period, as applicable for each grant. 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.

Performance stock unit transactions during the six month period ended August 1, 2026 are summarized as follows:


	Number of Shares			Weighted Average Grant Date Fair Value Per Award
Non-vested awards outstanding, January 31, 2026		363,954		$	200.92
Awards granted		213,530			255.46
Awards vested (a)		(195,656	)		184.94
Awards forfeited		(3,169	)		242.80
Non-vested awards outstanding, August 1, 2026		378,659			239.59

(a)

Performance-based stock awards vested during the six month period ended August 1, 2026 had a total intrinsic value of $62.3 million.

11. 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 letters of credit arrangements with various banks in the aggregate amount of $58.0 million, $50.4 million and $54.3 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively. Among these arrangements, as of August 1, 2026, January 31, 2026 and August 2, 2025, the Company had letters of credit outstanding in the amount of $57.9 million, $49.8 and $51.8 million, respectively, guaranteeing performance under various lease agreements, insurance contracts, and utility agreements. In addition, the Company had outstanding letters of credit arrangements related to certain merchandising agreements in the amounts of $0.1 million, $0.5 million and $2.6 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively. 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 $142.0 million, $149.6 million and $145.7 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively.

Purchase Commitments

The Company had $2,558.5 million of purchase commitments related to goods that were not received as of August 1, 2026.

Tariff Refunds

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). In April, US Customs launched a system to allow importers of record to file IEEPA tariff refunds. The Company received tariff refunds during the three month period ended August 1, 2026 resulting in a $55.5 million reduction to the line item “Cost of sales” in our Condensed Consolidated Statements of Income.

BURLINGTON STORES, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the significant factors affecting our condensed consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this report and the Consolidated Financial Statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (Fiscal 2025 10-K).

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Our actual results or other events may differ materially from those anticipated in these forward-looking statements due to various factors, including those discussed under the section of this Item 2 entitled “Safe Harbor Statement.”

Executive Summary

Introduction

We are a nationally recognized off-price retailer of high-quality, branded merchandise at everyday low prices. We opened our first store in Burlington, New Jersey in 1972, selling primarily coats and outerwear. Since then, we have expanded our store base to 1,287 stores as of August 1, 2026 in 47 states, Washington D.C. and Puerto Rico. We have diversified our product categories by offering 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.

Fiscal Year

Fiscal 2026 is defined as the 52-week year ending January 30, 2027. Fiscal 2025 is defined as the 52-week year ended January 31, 2026. The second quarters of Fiscal 2026 and Fiscal 2025 each consist of 13 weeks.

Store Openings, Closings, and Relocations

During the six month period ended August 1, 2026, we opened 91 new stores, inclusive of 12 relocations, and permanently closed four stores, exclusive of the aforementioned relocations, bringing our store count as of August 1, 2026 to 1,287 stores.

Ongoing Initiatives for Fiscal 2026

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

Merchandising

Our merchandising strategy is centered on delivering compelling value while remaining responsive to evolving customer preferences. Key initiatives include:

•

focusing on fashion, quality, brand, and price to inform our buying decisions and provide customers with outstanding value on their purchases;

•

delivering remarkable value every day with speed and agility through a culture of customer focus and continuous learning and innovation;

•

enabling buyers to spend more time in the market and take data-driven actions informed by current trends and opportunities;

•

following the off-price principles of opportunistic buying and in-season purchasing to more effectively chase the sales trend;

•

building capabilities to localize the assortment by region and store; and

•

continuing to grow our merchandising talent base.

Stores

We remain focused on delivering a neat, clean, easy-to-shop, organized, and consistent shopping experience for our customers while maintaining disciplined cost and inventory controls. Key initiatives include:

•

redesigning our stores with new interior layouts, signage and fixtures to better highlight our selection of trend-right, branded merchandise, and create an inviting environment for customers that accentuates the thrill of the treasure hunt;

•

reducing shortage by identifying risks and implementing innovative physical security solutions and technologies; and

•

getting fresh receipts out to the sales floor rapidly and efficiently.

Real Estate

We continue to selectively expand our store footprint in attractive locations to support long-term growth. Key initiatives include:

•

opening at least 100 net new stores per year and striving to exceed that, which we believe will allow us to operate 2,000 stores over the long-term;

•

prioritizing 25,000 square foot stores located in busy, convenient strip malls; and

•

downsizing and relocating select existing stores to incorporate our new store designs and reduce occupancy costs.

Supply Chain

We continue to invest in supply chain capabilities to support growth and improve operational efficiency. Key initiatives include:

•

driving cost savings through speed, flexibility, and efficiency in distribution and transportation; and

•

expanding and modernizing our supply chain network with flexible and efficient distribution centers purpose-built to execute our off-price business model.

Marketing

Our marketing efforts are focused on building a strong and renewed reputation with consumers. Key initiatives include:

•

communicating a strong value message to new and existing shoppers; and

•

investing in advertising that drives traffic to our stores.

Uncertainties and Challenges

As we strive to increase profitability, there are uncertainties and challenges that we face that could have a material impact on our revenues or income. Some of these uncertainties and challenges are summarized below. For a further discussion, please refer to the description under the heading “Risk Factors” in the Fiscal 2025 10-K and in Part II, Item 1A below.

General Economic Conditions. There remains a high level of uncertainty in the current macroeconomic and geopolitical environments, and prolonged inflationary pressures could continue to negatively impact the discretionary spending of the low-income shopper, our core customer. In addition to inflation, consumer spending habits, including spending for the merchandise that we sell, are affected by, among other things, prevailing global economic conditions, the costs of basic necessities and other goods, levels of employment, salaries and wage rates, prevailing interest rates, reductions in government benefits and lower tax refunds, housing and food costs, energy and fuel costs, commodities pricing, income tax rates and policies, immigration policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns are generally influenced by consumers’ disposable income, credit availability and debt levels.

A broad, protracted slowdown or downturn in the U.S. economy, an extended period of high unemployment or inflation rates, an uncertain domestic or global economic outlook or a financial crisis could adversely affect consumer spending habits resulting in lower net sales and profits than expected on a quarterly or annual basis. Conversely, if inflation declines, it could benefit our core customers who have been impacted by higher cost of living, and if economic growth slows, it could cause moderate and higher-income shoppers to become more value conscious. Either of these developments, if they occur, would be expected to improve our business. Consumer confidence is also affected by the domestic and international political situation. Our financial condition and operations could be impacted by changes in government regulations, initiatives or programs in areas including, but not limited to, trade and tariffs, taxes, healthcare, and immigration. In addition, trade and tariff regulations have had and are expected to continue to have an indirect impact on consumer prices. We will continue to monitor changes in tariff policy and the impact of these changes on our industry and the economy and seek to adjust to these changes as efficiently as possible. The outbreak or escalation of war, or the occurrence of terrorist acts or other hostilities in or affecting the U.S., or public health issues such as pandemics or epidemics, could lead to a decrease in spending by consumers. In addition, natural disasters, public health issues, industrial accidents and acts of war or conflicts in various parts of the world (such as the conflict in Ukraine or the conflict in the Middle East), could have the effect of disrupting supplies and raising prices globally which, in turn, may have adverse effects on the world and U.S. economies and lead to a downturn in consumer confidence and spending.

Seasonality of Sales and Weather Conditions. Our business, like that of most retailers, is subject to seasonal influences. In the second half of the year, which includes the back-to-school and holiday seasons, we generally realize a higher level of sales and net income.

Weather continues to be a contributing factor to the sale of our merchandise. Generally, our sales are higher if the weather is cold during the Fall and warm during the early Spring. Sales of cold weather clothing are generally increased by early cold weather during the Fall, while sales of warm weather clothing are generally increased by early warm weather conditions in the Spring. Although we have diversified our product offerings, we believe traffic to our stores is still driven, in part, by weather patterns.

Competition and Margin Pressure. We believe that in order to remain competitive with retailers, including off-price retailers and discount stores, we must continue to offer brand-name merchandise at a discount to prices offered by other retailers as well as an assortment of merchandise that is appealing to our customers.

The U.S. retail apparel and home furnishings markets are highly fragmented and competitive. We compete for business with department stores, off-price retailers, internet retailers, specialty stores, discount stores, wholesale clubs, and outlet stores as well as with certain traditional, full-price retail chains that have developed off-price concepts. At various times throughout the year, traditional full-price department store chains and specialty shops offer brand-name merchandise at substantial markdowns, which can result in prices approximating those offered by us at our Burlington Stores. We anticipate that competition will increase in the future. Therefore, we will continue to look for ways to differentiate our stores from those of our competitors.

The U.S. retail industry continues to face increased pressure on margins as overall challenging retail conditions have led consumers to be more value conscious. Additionally, lower-to-moderate income shoppers continue to face economic pressure due to higher cost of living. Our strategy to chase the sales trend allows us the flexibility to purchase less pre-season merchandise with the balance purchased in-season and opportunistically. It also provides us with the flexibility to shift purchases between suppliers and categories. We believe that this enables us to obtain better terms with our suppliers, which we expect will help offset any rising costs of goods.

Key Performance and Non-GAAP Measures

We consider numerous factors in assessing our performance. Key performance and non-GAAP measures used by management include net income, Adjusted Net Income, Adjusted EBITDA, Adjusted EBIT, comparable store sales, gross margin, inventory, and liquidity.

Net income. We earned net income of $184.3 million during the three month period ended August 1, 2026 compared with net income of $94.2 million during the three month period ended August 2, 2025. We earned net income of $299.0 million during the six month period ended August 1, 2026 compared with a net income of $195.0 million during the six month period ended August 2, 2025. These increases were primarily driven by higher sales, as well as increased gross margin rate, including a $55.5 million benefit from tariff refunds. Refer to the section below entitled “Results of Operations” for further explanation.

Adjusted Net Income, Adjusted EBITDA and Adjusted EBIT: Adjusted Net Income, Adjusted EBITDA and Adjusted EBIT are non-GAAP financial measures of our performance.

We define Adjusted Net Income as net income, exclusive of the following items, if applicable: (i) net favorable lease costs; (ii) costs related to debt amendments and inducement charges; (iii) impairment charges; (iv) amounts related to certain litigation matters; and (v) other unusual or non-recurring expenses, losses, charges or gains, all of which are tax effected to arrive at Adjusted Net Income.

We define Adjusted EBITDA as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) costs related to debt amendments and inducement charges; (iv) income tax expense; (v) depreciation and amortization; (vi) net favorable lease costs; (vii) impairment charges; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains.

We define Adjusted EBIT as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) costs related to debt amendments and inducement charges; (iv) income tax expense; (v) impairment charges; (vi) net favorable lease costs; (vii) amounts related to certain litigation matters; and (viii) other unusual or non-recurring expenses, losses, charges or gains.

We present Adjusted Net Income, Adjusted EBITDA and Adjusted EBIT because we believe they are useful supplemental measures in evaluating the performance of our business and provide greater transparency into our results of operations. In particular, we believe that excluding certain items that may vary substantially in frequency and magnitude from what we consider to be our core operating results are useful supplemental measures that assist investors and management in evaluating our ability to generate earnings and leverage sales, and to more readily compare core operating results between past and future periods.

We believe that these non-GAAP measures provide investors helpful information with respect to our operations and financial condition. Other companies in the retail industry may calculate these non-GAAP measures differently such that our calculation may not be directly comparable.

Adjusted Net Income has limitations as an analytical tool, and should not be considered either in isolation or as a substitute for net income or other data prepared in accordance with GAAP. Among other limitations, Adjusted Net Income does not reflect the following items, net of their tax effect:

•

net favorable lease costs;

•

costs related to debt amendments and inducement charges;

•

impairment charges on long-lived assets;

•

amounts charged for certain litigation matters; and

•

other unusual, non-recurring or extraordinary expenses, losses, charges or gains.

During the three and six months ended August 1, 2026, Adjusted Net Income increased $87.5 million to $189.3 million and increased $113.8 million to $318.2 million, respectively, compared to the same period in the prior year. These increases were primarily driven by higher sales, as well as increased gross margin rate, including a $55.5 million benefit from tariff refunds. Refer to the section below entitled “Results of Operations” for further explanation.

The following table shows our reconciliation of net income to Adjusted Net Income for the three and six months ended August 1, 2026 compared with the three and six months ended August 2, 2025:


	(unaudited)
	(in thousands)
	Three Months Ended						Six Months Ended
	August 1,			August 2,			August 1,			August 2,
	2026			2025			2026			2025

Net income	$	184,304		$	94,185		$	299,048		$	195,018
Net favorable lease costs (a)		2,047			1,932			3,849			4,070
Costs related to debt amendments and inducement charges (b)		—		—				15,315			112
Impairment charges - long-lived assets		3,577			1,580			4,385			2,095
Litigation matters (c)		—			6,750			750			6,334
Tax effect (d)		(655	)		(2,690	)		(5,179	)		(3,290	)
Adjusted Net Income	$	189,273		$	101,757		$	318,168		$	204,339

(a)

Net favorable lease costs represent the non-cash expense associated with favorable and unfavorable leases that were recorded as a result of purchase accounting related to the April 13, 2006 Bain Capital acquisition of Burlington Coat Factory Warehouse Corporation (the Merger Transaction). These expenses are recorded in the line item “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income.

(b)

Fiscal 2026 amount represents an inducement charge related to the Company's exchange of certain of the 2027 Convertible Notes during the first quarter of Fiscal 2026. Fiscal 2025 amount relates to the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025.

(c)

Relates to the final settlements and amounts charged for certain litigation matters.

(d)

Tax effect is calculated based on the effective tax rates (before discrete items) for the respective periods, adjusted for the tax effect for the impact of the reconciling items listed in the table above.

Adjusted EBIT and Adjusted EBITDA have limitations as analytical tools, and should not be considered either in isolation or as a substitute for net income or other data prepared in accordance with GAAP. Among other limitations, Adjusted EBIT does not reflect:

•

net interest expense;

•

net favorable lease costs;

•

costs related to debt amendments and inducement charges;

•

impairment charges on long-lived assets;

•

amounts charged for certain litigation matters;

•

income tax expense; and

•

other unusual, non-recurring or extraordinary expenses, losses, charges or gains.

Adjusted EBITDA is further adjusted for depreciation and amortization. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will likely have to be replaced in the future.

During the three and six months ended August 1, 2026, Adjusted EBIT increased $110.4 million to $261.3 million and increased $135.7 million to $432.9 million, respectively, compared to the same periods in the prior year. During the three and six months ended August 1, 2026, Adjusted EBITDA increased $129.6 million to $375.3 million and increased $167.8 million to $651.6 million, respectively, compared to the same periods in the prior year. These increases were primarily driven by higher sales, as well as increased gross margin rate, including a $55.5 million benefit of tariff refunds. Refer to the section below entitled “Results of Operations” for further explanation.

The following table shows our reconciliation of net income to Adjusted EBIT and Adjusted EBITDA for the three and six months ended August 1, 2026 compared with the three and six months ended August 2, 2025:


	(unaudited)
	(in thousands)
	Three Months Ended						Six Months Ended
	August 1,			August 2,			August 1,			August 2,
	2026			2025			2026			2025
Reconciliation of net income to Adjusted EBIT and Adjusted EBITDA
Net income	$	184,304		$	94,185		$	299,048		$	195,018
Interest expense		19,659			17,427			36,154			33,237
Interest income		(6,140	)		(4,124	)		(12,301	)		(8,835	)
Net favorable lease costs (a)		2,047			1,932			3,849			4,070
Costs related to debt amendments and inducement charges (b)		—		—				15,315			112
Impairment charges - long-lived assets		3,577			1,580			4,385			2,095
Litigation matters (c)		—			6,750			750			6,334
Income tax expense		57,813			33,139			85,738			65,178
Adjusted EBIT		261,260			150,889			432,938			297,209
Depreciation and amortization		114,022			94,810			218,630			186,593
Adjusted EBITDA	$	375,282		$	245,699		$	651,568		$	483,802

(a)

Net favorable lease costs represent the non-cash expense associated with favorable and unfavorable leases that were recorded as a result of purchase accounting related to the Merger Transaction. These expenses are recorded in the line item “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income.

(b)

(c)

Relates to the final settlements and amounts charged for certain litigation matters.

Comparable Store Sales. Comparable store sales measure performance of a store during the current reporting period against the performance of the same store in the corresponding period of a prior year. The method of calculating comparable store sales varies across the retail industry. As a result, our definition of comparable store sales may differ from other retailers.

We define comparable store sales as merchandise sales of those stores commencing on the first day of the fiscal month one year after the end of their grand opening activities, which normally conclude within the first two months of operations. If a store is closed for a specified period of time during a month, the store is removed from our calculation of comparable store sales for any such month, as well as during the month(s) of their grand re-opening activities. The change in our comparable store sales was as follows:


	Three Months Ended	Six Months Ended
August 1, 2026	2%	4%
August 2, 2025	5%	2%

Various factors affect comparable store sales, including, but not limited to, weather conditions, current economic conditions, the timing of our releases of new merchandise and promotional events, the general retail sales environment, consumer preferences and buying trends, changes in sales mix among distribution channels, competition, and the success of marketing programs.

Gross Margin. Gross margin is the difference between net sales and the cost of sales. Our cost of sales and gross margin may not be comparable to those of other entities, since some entities may include all of the costs related to their buying and distribution functions, certain store-related costs and other costs, in cost of sales. We include certain of these costs in the line items “Selling, general and administrative expenses” and “Depreciation and amortization” in our Condensed Consolidated Statements of Income. We include in our “Cost of sales” line item all costs of merchandise (net of purchase discounts and certain vendor allowances), inbound freight, distribution center outbound freight and certain merchandise acquisition costs, primarily commissions and import fees.

Gross margin as a percentage of net sales increased to 46.2% during the three month period ended August 1, 2026, compared with 43.7% during the three month period ended August 2, 2025. Gross margin as a percentage of net sales increased to 45.1% during the six month period ended August 1, 2026, compared with 43.8% during the six month period ended August 2, 2025. This improvement was primarily driven by $55.5 million of tariff refunds as well as improved merchandise margin.

Product sourcing costs, which are included in selling, general and administrative expenses, improved 20 and 30 basis points as a percentage of net sales during the three and six month periods ended August 1, 2026 compared with the three and six month periods ended August 2, 2025, respectively. These improvements were primarily driven by supply chain efficiency initiatives.

Inventory. Inventory as of August 1, 2026 increased to $1,541.3 million compared with $1,414.8 million as of August 2, 2025. The increase was attributable primarily to an 11% increase in comparable store inventory and new store inventory at 149 net new stores opened since the end of the second quarter of Fiscal 2025, partially offset by a decrease in reserve inventory.

Reserve inventory includes all inventory that is being stored for release either later in the season, or in a subsequent season. We intend to use our reserve merchandise to effectively chase sales trends. Reserve inventory was 43% of total inventory at the end of the second quarter of Fiscal 2026 compared to 50% at the end of the second quarter of Fiscal 2025.

In order to better serve our customers and maximize sales, we continue to refine our merchandising mix and inventory levels within our stores. By appropriately managing our inventories, we believe we will be better able to deliver a continual flow of fresh merchandise to our customers.

Liquidity. Liquidity measures our ability to generate cash. Management measures liquidity through cash flow, which is the measure of cash generated from or used in operating, financing, and investing activities. Cash and cash equivalents decreased $528.8 million during the six months ended August 1, 2026, compared with a decrease of $247.1 million during the six months ended August 2, 2025. Refer to the section below entitled “Liquidity and Capital Resources” for further explanation.

Results of Operations

The following table sets forth certain items in the Condensed Consolidated Statements of Income as a percentage of net sales for the three and six months ended August 1, 2026 and the three and six months ended August 2, 2025.


	Percentage of Net Sales
	Three Months Ended						Six Months Ended
	August 1,			August 2,			August 1,			August 2,
	2026			2025			2026			2025
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Other revenue		0.1			0.1			0.1			0.2
Total revenue		100.1			100.1			100.1			100.2
Cost of sales		53.8			56.3			54.9			56.2
Selling, general and administrative expenses		34.0			35.2			34.3			35.0
Costs related to debt amendments and inducement charges		—			—			0.3			0.0
Depreciation and amortization		3.8			3.5			3.7			3.6
Impairment charges - long-lived assets		0.1			0.1			0.1			—
Other income - net		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Interest income		(0.2	)		(0.1	)		(0.2	)		(0.2	)
Interest expense		0.7			0.6			0.6			0.6
Total costs and expenses		92.1			95.5			93.6			95.1
Income before income tax expense		8.0			4.6			6.5			5.1
Income tax expense		1.9			1.2			1.5			1.3
Net income		6.1	%		3.4	%		5.0	%		3.8	%

Three Month Period Ended August 1, 2026 Compared With the Three Month Period Ended August 2, 2025

Net sales

Net sales improved $296.8 million, or 11.0%, to $2,997.8 million during the second quarter of Fiscal 2026, primarily driven by both an increase in net sales of $254.8 million from our 149 net new stores opened since the end of the second quarter of Fiscal 2025 and non-comparable stores, as well as an increase of 2%, or $42.0 million, in comparable stores sales during the six month period ended August 1, 2026.

Cost of sales

Cost of sales as a percentage of net sales decreased to 53.8% during the second quarter of Fiscal 2026, compared to 56.3% during the second quarter of Fiscal 2025. This improvement was driven primarily by $55.5 million of tariff refunds as well as improved merchandise margin. On a dollar basis, cost of sales increased $94.4 million, or 6.2%, primarily driven by our overall increase in sales, partially offset by tariff refunds.

Selling, general and administrative expenses

Selling, general and administrative expenses as a percentage of net sales decreased to 34.0% during the second quarter of Fiscal 2026, compared to 35.2% during the second quarter of Fiscal 2025. The decrease was primarily driven by improvements in occupancy, selling supplies, legal reserve, and product sourcing costs.

On a dollar basis, selling, general and administrative expenses increased by $69.2 million, or 7.3%, to $1,019.2 million during the second quarter of Fiscal 2026. The increase was primarily driven by our 149 net new stores opened since the end of the second quarter of Fiscal 2025.

During the second quarter of Fiscal 2026, we incurred costs related to leases acquired through bankruptcy proceedings. The acquisition of these leases resulted in $4.4 million and $10.8 million of pre-opening costs that are recorded in the line item, “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income during the second quarter of Fiscal 2026 and the second quarter of Fiscal 2025, respectively.

Depreciation and amortization

Depreciation and amortization expense amounted to $114.0 million during the second quarter of Fiscal 2026 compared with $94.8 million during the second quarter of Fiscal 2025. The increase in depreciation and amortization expense was primarily driven by new and non-comparable stores, as well as capital expenditures related to investments in our supply chain infrastructure.

Impairment charges – long-lived assets

Impairment charges on long-lived assets were $3.6 million during the second quarter of Fiscal 2026, related to unrecoverable store assets at underperforming stores and impairment of assets held-for-sale. Impairment charges on long-lived assets were $1.6 million during the second quarter of Fiscal 2025, related to unrecoverable store assets.

The recoverability assessment related to these store-level assets requires various judgments and estimates, including estimates related to future revenues, gross margin rates, store expenses and other assumptions. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current market conditions. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections for each store. Refer to Note 6, “Fair Value Measurements,” for further discussion regarding impairment charges.

Interest expense

Interest expense increased $2.2 million during the second quarter of Fiscal 2026 to $19.7 million, compared to the same period in the prior year, which was driven by an increase in net borrowings.

Income tax expense

Income tax expense was $57.8 million during the second quarter of Fiscal 2026 compared with income tax expense of $33.1 million during the second quarter of Fiscal 2025. The effective tax rate for the second quarter of Fiscal 2026 was 23.9% compared with 26.0% during the second quarter of Fiscal 2025. The increase in income tax expense is due to higher pre-tax income. The lower effective tax rate is primarily driven by the purchase of federal energy tax credits.

At the end of each interim period we are required to determine the best estimate of our annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. Use of this methodology during the second quarter of Fiscal 2026 resulted in an annual effective income tax rate of approximately 27% (before discrete items) as our best estimate.

Net income

We earned net income of $184.3 million for the second quarter of Fiscal 2026 compared with $94.2 million for the second quarter of Fiscal 2025. This increase was primarily driven by higher sales, as well as increased gross margin rate. Net income included $41.3 million, net of income taxes, for the second quarter of Fiscal 2026 related to tariff refunds. Net income also included $3.3 million and $8.1 million, net of income taxes, for the second quarter of Fiscal 2026 and for the second quarter of Fiscal 2025, respectively, related to the bankruptcy acquired leases.

Six Month Period Ended August 1, 2026 Compared With the Six Month Period Ended August 2, 2025

Net sales

Net sales improved $649.0 million, or 12.5%, to $5,850.1 million during the six month period ended August 1, 2026, primarily driven by both an increase in net sales of $451.7 million from our 149 net new stores opened since the end of the second quarter of Fiscal 2025, as well as an increase of 4%, or $197.3 million, in comparable stores sales during the six month period ended August 1, 2026.

Cost of sales

Cost of sales as a percentage of net sales decreased to 54.9% during the six month period ended August 1, 2026, compared to 56.2% during the six month period ended August 2, 2025. This improvement was driven primarily by $55.5 million of tariff refunds as well as improved merchandise margin. On a dollar basis, cost of sales increased $284.1 million, or 9.7%, primarily driven by our overall increase in sales.

Selling, general and administrative expenses

Selling, general and administrative expenses as a percentage of net sales decreased to 34.3% during the six month period ended August 1, 2026, compared to 35.0% during the six month period ended August 2, 2025. The decrease was primarily driven by an improvement in occupancy costs and product sourcing costs, partially offset by an increase in incentive compensation. On a dollar basis, selling, general and administrative expenses increased by $190.6 million, or 10.5%, to $2,008.5 million during the six month period ended August 1, 2026. The increase was primarily driven by our 149 net new stores opened since the end of the second quarter of Fiscal 2025.

During the six month period ended August 1, 2026 and August 2, 2025, we incurred costs related to leases acquired through bankruptcy proceedings. The acquisition of these leases resulted in $11.8 million and $16.6 million of pre-opening costs that are recorded in the line item, “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income during the six month period ended August 1, 2026 and August 2, 2025, respectively.

Depreciation and amortization

Depreciation and amortization expense amounted to $218.6 million during the six month period ended August 1, 2026 compared with $186.6 million during the six month period ended August 2, 2025. The increase in depreciation and amortization expense was primarily driven by new and non-comparable stores.

Impairment charges – long-lived assets

Impairment charges on long-lived assets were $4.4 million during the six month period ended August 1, 2026, related to unrecoverable store assets at underperforming stores and impairment of assets held-for-sale. Impairment charges on long-lived assets were $2.1 million during the six month period ended August 2, 2025, related to unrecoverable store assets.

Interest expense

Interest expense increased $2.9 million during the six month period ended August 1, 2026 to $36.2 million, compared to the same period in the prior year, which was driven by an increase in net borrowings.

Income tax expense

Income tax expense was $85.7 million during the six month period ended August 1, 2026 compared with income tax expense of $65.2 million during the six month period ended August 2, 2025. The effective tax rate for the six month period ended August 1, 2026 was 22.3% compared with 25.0% during the six month period ended August 2, 2025. The increase in income tax expense is due to higher pre-tax income. The lower effective tax rate is mainly driven by the tax benefit from stock-based compensation and purchase of federal energy tax credits.

At the end of each interim period we are required to determine the best estimate of our annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. Use of this methodology during the six month period ended August 1, 2026 resulted in an annual effective income tax rate of approximately 27% (before discrete items) as our best estimate.

Net income

We earned net income of $299.0 million for the six month period ended August 1, 2026 compared with $195.0 million for the six month period ended August 2, 2025. This increase was primarily driven by higher sales, as well as increased gross margin rate. Net income included $41.3 million, net of income taxes, for the first half of Fiscal 2026 related to tariff refunds. Net income also included $8.8 million and $12.4 million, net of income taxes, for the first half of Fiscal 2026 and for the first half of Fiscal 2025, respectively, related to the bankruptcy acquired leases.

Liquidity and Capital Resources

Our ability to satisfy interest payment and future principal payment obligations on our outstanding debt will depend largely on our future performance which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. If we do not have sufficient cash flow to service interest payment and future principal payment obligations on our outstanding indebtedness and if we cannot borrow or obtain equity financing to satisfy those obligations, our business and results of operations will be materially adversely affected. We cannot be assured that any replacement borrowing or equity financing could be successfully completed on terms similar to our current financing agreements, or at all.

We believe that cash generated from operations, along with our existing cash and our ABL Line of Credit, will be sufficient to fund our expected cash flow requirements and planned capital expenditures for at least the next twelve months as well as the foreseeable future. However, there can be no assurance that we would be able to offset declines in our comparable store sales with savings initiatives.

As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities in the open market, in privately negotiated transactions, by tender offer, by exchange transaction or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity and other factors and may be commenced or suspended at any time. The amounts involved and total consideration paid may be material.

From time to time, we evaluate options to opportunistically increase, refinance or extend our debt. Our assessment will be based on our capital needs for, among other things, facility purchases, capital improvements and expenditures. No assurance can be given that we will enter into such agreements.

Cash Flow for the Six Month Period Ended August 1, 2026 Compared With the Six Month Period Ended August 2, 2025

We used $528.8 million of cash during the six month period ended August 1, 2026 compared with a use of $247.1 million during the six month period ended August 2, 2025.

Net cash provided by operating activities amounted to $334.6 million during the six month period ended August 1, 2026, compared with $150.5 million during the six month period ended August 2, 2025. The increase in our operating cash flows was primarily driven by improved sales and gross margin, including a $55.5 million benefit of tariff refunds, partially offset by changes in working capital.

Net cash used in investing activities was $537.7 million during the six month period ended August 1, 2026 compared with $581.4 million during the six month period ended August 2, 2025. This change was primarily the result of the timing of spend related to investments in our supply chain infrastructure.

Net cash used in financing activities was $325.7 million during the six month period ended August 1, 2026 compared with net cash provided by financing activities of $183.8 million during the six month period ended August 2, 2025. This change was primarily driven by the term loan upsize during the second quarter of Fiscal 2025.

Changes in working capital also impact our cash flows. Working capital equals current assets minus current liabilities. We had working capital at August 1, 2026 of $380.3 million compared with $480.3 million at August 2, 2025. The decrease in working capital was primarily due to increased accounts payable, decreased prepaid assets, increased current operating lease liabilities, and decreased cash, partially offset by increased inventory. We had working capital at January 31, 2026 of $522.3 million.

Capital Expenditures

For the six month period ended August 1, 2026, capital expenditures, net of $28.3 million of landlord allowances, amounted to $426.7 million (inclusive of accrued capital expenditures).

We estimate that we will spend approximately $875 million, net of approximately $55 million of landlord allowances, in capital expenditures during Fiscal 2026, including approximately $445 million, net of the previously mentioned landlord allowances, for store expenditures (new stores, relocations, downsizes and other store expenditures). In addition, we estimate that we will spend approximately $290 million to support our supply chain initiatives, with the remaining capital used to support our information technology and other business initiatives.

We are in the process of selecting a site for relocation of our corporate headquarters. The timing and amount of expenditures related to this relocation are still uncertain. Thus, the above estimated capital expenditures exclude any potential costs related to the relocation that could be incurred during Fiscal 2026.

Share Repurchase Program

On May 20, 2025, our 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 the six month period ended August 1, 2026, we repurchased 528,185 shares of common stock for $167.4 million under these repurchase programs. As of August 1, 2026, we had $217.6 million remaining under our share repurchase authorization.

We are authorized to repurchase shares of our outstanding common stock from time to time on the open market or in privately negotiated transactions under our repurchase program. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. Our share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common stock under the program.

Dividends

We currently do, and intend to continue to, retain all available funds and any future earnings to fund all of the Company's capital expenditures, business initiatives, and to support any potential opportunistic capital structure initiatives. Therefore, at this time, we do not anticipate paying cash dividends in the near term. Our ability to pay dividends on our common stock will be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions under the terms of current and any future agreements governing our indebtedness. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in our current and future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our Board of Directors deems relevant.

In addition, since we are a holding company, substantially all of the assets shown on our Condensed Consolidated Balance Sheets are held by our subsidiaries. Accordingly, our earnings, cash flow and ability to pay dividends are largely dependent upon the earnings and cash flows of our subsidiaries and the distribution or other payment of such earnings to us in the form of dividends.

Operational Growth

During the six month period ended August 1, 2026, we opened 91 new stores, inclusive of 12 relocations, and closed four stores, exclusive of the aforementioned relocations, bringing our store count as of August 1, 2026 to 1,287 stores.

Debt and Hedging

As of August 1, 2026, our obligations, inclusive of original issue discount, include $1,711.7 million under our Term Loan Facility, $186.1 million of our 2027 Convertible Notes and no outstanding borrowings on our ABL Line of Credit. Our debt obligations also include $21.8 million of finance lease obligations as of August 1, 2026.

Term Loan Facility

On June 11, 2025, we entered into 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 additional 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.

At August 1, 2026 and August 2, 2025, the interest rate related to the Term Loan Facility was 5.5% and 6.1%, respectively.

ABL Line of Credit

On July 25, 2025, we 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.

On August 2, 2025, we had $945.7 million available under the ABL Line of Credit. Average borrowings during the three and six months ended August 2, 2025 amounted to $57.1 million and $40.4 million, respectively, at an average interest rate of 5.5% for both periods.

On August 1, 2026, we had $942.0 million available under the ABL Line of Credit. There were no borrowings under the ABL Line of Credit during the three and six months ended August 1, 2026.

2025 Convertible Notes

On April 16, 2020, we issued our 2.25% Convertible Senior Notes due 2025 (the "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, we 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, we 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, we closed the issuance of approximately $297.1 million aggregate principal amount of our 1.25% Convertible Senior Notes due 2027 (the "2027 Convertible Notes" and, together with the 2025 Convertible Notes, the "Convertible Notes").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 our 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 our common stock on September 7, 2023 on The New York Stock Exchange. Upon conversion, we will pay cash for the aggregate principal amount of 2027 Convertible Notes being converted, and pay (and deliver, if applicable) cash, shares of our common stock or a combination thereof, at our election, in respect of the remainder (if any) of our conversion obligation in excess of such aggregate principal amount. On or after December 20, 2025 and prior to the 21st scheduled trading day immediately preceding December 15, 2027, we will be able to redeem for cash all or any portion of the 2027 Convertible Notes, at our option, if the last reported sale price of our 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.

If we undergo a fundamental change, subject to certain conditions, holders of the 2027 Convertible Notes may require us to repurchase for cash all or any portion of our 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%.

During the first quarter of Fiscal 2026, we entered into separate, privately negotiated exchange agreements with certain holders of the 2027 Convertible Notes. Under the terms of the Exchange Agreements, the holders 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 our common stock. These exchange transactions closed on March 19, 2026. We evaluated the accounting for this transaction under ASC 470‑20, “Debt—Debt with Conversion and Other Options,” as amended by ASU 2024‑04, “Clarifying the Accounting for Induced Conversions of Convertible Debt Instruments,” which was effective beginning in Fiscal 2026. These exchanges resulted in an inducement charge of $14.6 million, as well as legal and other transaction related fees of $0.7 million.

Hedging

During the second quarter of Fiscal 2025, we entered into a $200.0 million interest rate swap agreement with a fixed interest rate of 3.76%. On the same date, we also entered into a $100.0 million interest rate swap agreement with a fixed interest rate of 3.73%.

In total, we have interest rate swaps which hedge $1,100.0 million of variable rate exposure under our Term Loan Facility. The interest rate swaps are designated as cash flow hedges and expire on September 24, 2031. Refer to Note 5, “Derivative Instruments and Hedging Activities,” for further discussion regarding our derivative transactions.

Certain Information Concerning Contractual Obligations

We had $2,558.5 million of purchase commitments related to goods that were not received as of August 1, 2026, and had $5,124.6 million of future minimum lease payments under operating leases as of August 1, 2026. Other than the items disclosed here, and in the "Debt and Hedging" section above, there were no other significant changes regarding our obligations to make future payments under current contracts from those included in our Fiscal 2025 10-K.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. We believe there are several accounting policies that are critical to understanding our historical and future performance as these policies affect the reported amounts of revenues and other significant areas that involve management’s judgments and estimates. The preparation of our Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities; (ii) the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements; and (iii) the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, inventories, long-lived assets, intangible assets, goodwill, insurance reserves, leases and income taxes. Historical experience and various other factors that are believed to be reasonable under the circumstances form the basis for making estimates and judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. A critical accounting estimate meets two criteria: (1) it requires assumptions about highly uncertain matters and (2) there would be a material effect on the Condensed Consolidated Financial Statements from either using a different, although reasonable, amount within the range of the estimate in the current period or from reasonably likely period-to-period changes in the estimate.

Our critical accounting policies and estimates are consistent with those disclosed in Note 1, “Summary of Significant Accounting Policies,” to the audited Consolidated Financial Statements, included in Part II, Item 8 of the Fiscal 2025 10-K.

Safe Harbor Statement

This report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, the industry in which we operate and other matters, as well as management’s beliefs and assumptions and other statements regarding matters that are not historical facts. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Such statements may include, but are not limited to, future impacts of current macroeconomic conditions, proposed store openings and closings, proposed capital expenditures, ongoing strategic initiatives and the intended results of those initiatives, future performance or results, the effect of the adoption of recent accounting pronouncements on our condensed consolidated financial position, results of operations and cash flows, and the outcome of contingencies such as legal proceedings. Our forward-looking statements are subject to risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual events or results to differ materially from those we expected include: general economic conditions, such as inflation, and the domestic and international political situation and the related impact on consumer confidence and spending; competitive factors, including the scale and potential consolidation of some of our competitors, rise of e-commerce spending, pricing and promotional activities of major competitors, and an increase in competition within the markets in which we compete; seasonal fluctuations in our net sales, operating income and inventory levels; the reduction in traffic to, or the closing of, the other destination retailers in the shopping areas where our stores are located; our ability to identify changing consumer preferences and demand; our ability to meet evolving regulatory requirements and stakeholder expectations regarding our environmental, social or governance matters; extreme and/or unseasonable weather conditions caused by climate change or otherwise adversely impacting demand; effects of public health crises, epidemics or pandemics; our ability to sustain our growth plans or successfully implement our long-range strategic plans; our ability to execute our opportunistic buying and inventory management process; our ability to optimize our existing stores or maintain favorable lease terms; the availability, selection and purchasing of attractive brand name merchandise on favorable terms; our ability to attract, train and retain quality employees and temporary personnel in sufficient numbers; labor costs and our ability to manage a large workforce; the solvency of parties with whom we do business and their willingness to perform their obligations to us; import risks, including tax and trade policies, tariffs and government regulations; disruption in our distribution network; our ability to protect our information systems against service interruption, misappropriation of data, breaches of security, or other cyber-related attacks; risks related to the methods of payment we accept; the success of our advertising and marketing programs in generating sufficient levels of customer traffic and awareness; damage to our corporate reputation or brand; impact of potential loss of executives or other key personnel; our ability to comply with existing and changing laws, rules, regulations and local codes; lack of or insufficient insurance coverage; issues with merchandise safety and shrinkage; our ability to comply with increasingly rigorous privacy and data security regulations; impact of legal and regulatory proceedings relating to us; use of social media by us or by third parties at our direction in violation of applicable laws and regulations; our ability to generate sufficient cash to fund our operations and service our debt obligations; our ability to comply with covenants in our debt agreements; the consequences of the possible conversion of our convertible notes; our reliance on dividends, distributions and other payments, advance and transfers of funds from our subsidiaries to meet our obligations; the volatility of our stock price; the impact of the anti-takeover provisions in our governing documents; impact of potential shareholder activism and other risks discussed from time to time in our filings with the Securities and Exchange Commission (SEC), including those under the heading “Risk Factors” in the Fiscal 2025 10-K.

Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Recent Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies,” to our Condensed Consolidated Financial Statements in Part I, Item 1 for a discussion of recent accounting pronouncements and their impact on our Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to our quantitative and qualitative disclosures about market risk from those included in the Fiscal 2025 10-K.

Item 4. 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 report, August 1, 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 August 1, 2026.

During the quarter ended August 1, 2026, 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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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. Refer to Note 11, "Commitments and Contingencies," to our Condensed Consolidated Financial Statements for further detail.

Item 1A. Risk Factors.

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Fiscal 2025 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information regarding our purchases of common stock during the three fiscal months ended August 1, 2026:


Month	Total Number of Shares Purchased		Average Price Paid Per Share (a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands)
May 3, 2026 through May 30, 2026		73,075	$	301.48		73,075	$	282,194
May 31, 2026 through July 4, 2026		134,242	$	321.93		134,242	$	238,978
July 5, 2026 through August 1, 2026		62,962	$	340.33		62,962	$	217,550
Total		270,279				270,279

(a)

Includes commissions for the shares repurchased under our publicly announced share repurchase programs.

(b)

On August 15, 2023, our Board of Directors authorized the repurchase of up to $500.0 million of common stock, which expired on August 15, 2025. During the second quarter of Fiscal 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. For a further discussion of our share repurchase programs, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Program.”

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

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

On June 23, 2026, Travis Marquette, the Company’s President and Chief Operating Officer, adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to 50% of the net vested shares of the Company’s common stock received in connection with the vesting of up to an aggregate of 26,096 shares of the Company’s common stock, subject to certain conditions. The plan’s expiration date is May 10, 2027.

During the three-month period ended August 1, 2026, other than the trading arrangement noted above, 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.

Item 6. Exhibits.


Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	Filing Date
10.1†	Severance Agreement by and between Burlington Coat Factory Warehouse Corporation and Matthew Pasch dated as of July 31, 2026.
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.
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 XBRL 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)

† Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements 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.

    

     /s/ Michael O’Sullivan

    

     Michael O’Sullivan
Chief Executive Officer
(Principal Executive Officer)

    

     /s/ Kristin Wolfe

    

     Kristin Wolfe
Chief Financial Officer
(Principal Financial Officer)

    

Date: August 27, 2026

EX-10.1

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Exhibit 10.1

2006 Route 130 North, Burlington, NJ 08016

Phone: (609) 387-7800 Fax: (609) 239-9675

PERSONAL AND CONFIDENTIAL

July 28, 2026

Via Electronic Mail

Matthew Pasch

Dear Matt:

This letter sets forth the proposal of Burlington Coat Factory Warehouse Corporation (the “Company”) regarding your separation from employment with the Company. Upon your acceptance of the terms and conditions set forth in this Letter Agreement (the “Letter Agreement”) and the General Release attached hereto as Exhibit A (the “Release”), the Company agrees to provide you with the severance package set forth in this Letter Agreement on the conditions described herein. For the purposes of this Letter Agreement, reference to the Company shall also include reference to any or all of Burlington Coat Factory Warehouse Corporation or Burlington Stores, Inc., wherever appropriate or as their interests may appear. Terms referenced but not defined herein shall have the meaning set forth in the Burlington Stores, Inc. Executive Severance Plan (amended and restated, effective March 17, 2026) (the “Severance Plan”).

Last Date of Employment:

(a)

Your last day of employment with the Company will be September 1, 2026 (“Last Day”); provided, however, that the Company may terminate your employment at any time prior to September 1, 2026 upon notice to you, in which case (i) you will continue to be entitled to receive the payments and benefits provided for in Paragraph 5 of this Letter Agreement in accordance with the terms of this Letter Agreement and the Severance Plan (provided such termination of employment is without Cause) and (ii) references to “Last Day” in this Letter Agreement shall be deemed to refer to the date on which the Company provides notice to you of your termination of employment.

(b)

From the Effective Date (as defined below), through your Last Day, you will continue to perform your duties as Executive Vice President and Chief Human Resources Officer; provided, however, that the Company may relieve you of any or all duties at any time prior to your Last Day. As of the Last Day, you shall no longer serve as an officer of the Company or any of its subsidiaries.

(c)

You will be paid your unpaid base salary through your Last Day. The payment(s) set forth in this paragraph will be made in accordance with the Company’s regular payroll practices (or sooner if required by applicable law) and is not conditioned upon your signing this Letter Agreement. The Company will withhold from the above payment(s) all

Matthew Pasch

July 28, 2026

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applicable federal, state and local taxes, and other designated or required withholdings and deductions.

Equity: Except as modified in this Letter Agreement, all outstanding equity awards shall be governed by the terms of the respective award agreements.

Other Benefits: All employee benefits not specifically continued by this Letter Agreement will terminate as of your Last Day.

No Additional Amounts Due: You acknowledge that other than the payment(s) set forth in Paragraph 1(c) of this Letter Agreement, the Company does not owe you any additional amounts for anything, except as otherwise provided herein.

Severance Benefits:

(a)

Your termination of employment is subject to the Severance Plan. Therefore, subject to (i) your execution of this Letter Agreement, (ii) your continued employment through the Last Day (and provided your employment is not terminated by the Company for Cause), (iii) your execution and non-revocation of the General Release attached hereto as Exhibit A, and (iv) your compliance with the terms of this Letter Agreement, the Severance Plan, and the Existing Obligations (as defined below), the Company will provide you with the following:

(i)

The Company will pay you the equivalent of one hundred and four (104) weeks (i.e., two (2) years) of your current base salary. These payments will be paid to you in bi-weekly installments in accordance with the Company’s regular payroll practices, and the Company will deduct from such payments all applicable federal, state and local taxes and other designated or required withholdings and deductions. The first payment will be forwarded to you on the first applicable payroll following the Release Effective Date (as defined in Exhibit A), and will cover all payment periods from the Last Day through the date of such first payment (the two-year time period associated with the amount of severance offered is hereinafter known as the “Severance Period”); provided, however, in the event that you obtain employment with any other employer or are otherwise retained by any other entity during the Severance Period, you shall promptly (and within ten (10) business days of accepting such employment or service) notify the Company regarding the terms of such employment or service and your severance pay benefit shall be reduced, dollar-for-dollar, by the amount of any income that you receive from any other employer or entity during the Severance Period; provided, further, that, in the event that you fail to notify the Company regarding such new employment or service within ten (10) business days of accepting such employment or service, you shall cease to be entitled to any further payment of severance pay benefits hereunder.

(ii)

Your current medical, dental, and vision benefits (if applicable) will remain in effect through the end of the month following your Last Day (should your Last Day be the last day of the month, then your benefits will end on your Last Day). Thereafter, you and your currently covered dependents are entitled to continue participating in the Company’s medical, dental, and vision insurance program (if applicable) under the Consolidated Omnibus

Matthew Pasch

July 28, 2026

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Budget Reconciliation Act (“COBRA”), relating to the continuation of your medical, dental, and vision benefits (if applicable), and you and your currently eligible dependents may continue medical, dental, and vision insurance (if applicable) to the extent permitted by COBRA and to the extent permitted under the Burlington Coat Factory Welfare Benefit Plan. COBRA benefits, should you choose to elect them, begin on the first day of the month following your Last Day. The Company’s COBRA Administrator, Wex Health, will provide you with the COBRA Specific Rights Notice regarding your COBRA rights by separate letter. If you sign this Letter Agreement and the Release and elect COBRA by the deadline noted in the COBRA Specific Rights Notice, the Company will pay for the employer share of your monthly COBRA premium, and you will be responsible for the employee share, for up to the end of the eighteen (18) month period following your Last Day (the “Subsidized Coverage Period”). Following the conclusion of the Subsidized Coverage Period, should you notify the Company as set forth in Section 4.5 of the Severance Plan that you are not eligible to receive medical, dental, and/or vision coverage from any other employer or entity, the Company will issue you a one-time, lump sum payment in an amount (following appropriate taxes, withholdings and deductions) that will be equal to six (6) months’ worth of the employer portion of your monthly COBRA premium (the “One-Time Lump Sum Payment”). The One-Time Lump Sum Payment will be made to you on the first payroll following the conclusion of the Subsidized Coverage Period and receipt of your notification that you are not eligible to receive medical, dental, and/or vision coverage from any other employer or entity. Notwithstanding anything in this subparagraph to the contrary, in the event you become employed by another employer or retained by another entity during any portion of the Severance Period and are eligible to receive medical, dental, and/or vision coverage from such other employer or entity, you and your currently eligible dependents will cease to be entitled to the benefit set forth in this paragraph as of the date of your eligibility for benefits in such other employer’s or entity’s plan. The provisions contained in this subparagraph are not intended to extend your COBRA continuation coverage beyond the otherwise applicable COBRA period.

(iii)

The Company will provide you with an additional payment equal to a “pro rata” portion of the bonus you were eligible to receive for fiscal year 2026, if any, in accordance with the terms and conditions as set forth in Section 4.3 of the Severance Plan. For the avoidance of doubt, you shall not be due any bonus under any Company bonus plan for fiscal year 2027 or for any time thereafter.

(iv)

The Company will provide you with six (6) months of outplacement services offered by Lee Hecht Harrison.

(b)

In addition to the benefits provided to you pursuant to the Severance Plan, subject to (i) your execution of this Letter Agreement, (ii) your compliance with the terms of this Letter Agreement, the Severance Plan, and the Existing Obligations, (iii) your continued employment through the Last Day (and provided that your employment is not terminated by the Company for Cause), and (iv) your execution and non-revocation of the Release attached hereto as Exhibit A, then the Company will provide you with the following: the performance-based restricted stock units granted to you in 2024 (the “Award”) shall remain outstanding and shall vest or be forfeited based on attainment of the actual level of performance as if you remained employed through the end of the applicable performance period and prorated to reflect the

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July 28, 2026

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portion of the applicable performance period worked prior to your Last Day.

(c)

You understand and agree that you shall cease to be entitled to any further payment of severance pay benefits (or any other benefits) set forth above and included herein should you violate or threaten to violate any of the provisions of this Letter Agreement, the Severance Plan, any equity grant agreement, or any other existing obligations, including but not limited to, your confidentiality, non-solicitation, non-competition, and other post-employment obligations to the Company (which are subject to the exceptions set forth in Paragraph 13 of this Letter Agreement) and, to the extent permitted by law, the Company shall be entitled to recoup any such benefits paid to you. If the Company decides to do so, it will stop providing you with the severance benefits set forth above beginning on the date of your violation or threatened violation of your obligations under this Letter Agreement, the Severance Plan, any equity grant agreement, or any other agreement. In such event, you understand and agree that all terms and conditions of this Letter Agreement shall remain in full force and effect, including but not limited to, the general release set forth below.

(d)

You acknowledge that the amounts and benefits provided to you in this paragraph constitute a severance package, and you acknowledge that Paragraph 5(a) provides you with compensation and benefits pursuant to the Severance Plan. The payments and other benefits set forth in this paragraph are in lieu of any additional compensation, and you will not receive, and are not entitled to receive, any additional bonuses, incentive payments, discretionary payments or other amounts.

(e)

This Letter Agreement is intended to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code (the “Code”) to the maximum extent possible and shall be interpreted and construed consistently with such intent. For the avoidance of doubt, this Letter Agreement shall be subject to the terms of the Severance Plan relating to the application of Section 409A of the Code.

Continuing Cooperation: You agree to cooperate with the Company during the Severance Period and thereafter on any actual or threatened legal matters involving you, the Company, and/or the Company’s affiliates or related companies, including with respect to any internal investigation or administrative, regulatory, or judicial inquiry, investigation, proceeding or arbitration, but excluding any claims brought by you against the Company. You understand and agree that your reasonable cooperation includes, but is not limited to, making yourself available to the Company upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over all relevant documents which are or may come into your possession. The term “cooperation” does not mean that you must provide information that is favorable to the Company; it means only that you will provide truthful information within your knowledge and possession upon request of the Company. To facilitate your compliance, you must notify the Company of any change to your contact information including your address, telephone number and electronic mail address within seven (7) days of any such change. The Company agrees that all requests for cooperation will reasonably account for personal and professional commitments. In the event the Company requires your cooperation in accordance with this paragraph after your Last Day, the Company

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July 28, 2026

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shall reimburse you for reasonable travel expenses provided that you submit to the Company appropriate documentation of such expenses within thirty (30) calendar days after such expenses are incurred.

General Release:

(a) In consideration for the above, and all of the terms of this Letter Agreement, you, Matthew Pasch, for yourself, your agents, successors, heirs, executors, administrators, and assigns (all of whom are hereinafter individually and collectively referred to in this paragraph as “Releasors”), do hereby release, remise and forever discharge the Company and each of its respective parents, subsidiaries, affiliates, related companies, divisions, predecessors, successors, interests, assigns, and/or entities in which each has an ownership interest, and each of their present, former and future officers, directors, employees, trustees, agents, representatives, attorneys, investors and insurers and each of their heirs, successors, executors, assigns, and administrators and all persons acting by, through, under and/or in concert with any of them (all of whom are hereinafter individually and collectively referred to in this paragraph as “Releasees”) of and from any and all claims, demands, causes of action, actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys’ fees, damages, penalties, punitive damages and liability of any nature whatsoever, in law or in equity or otherwise, which Releasors have had, now have, shall or may have, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, by reason of any cause, matter or thing whatsoever, from the beginning of time to the date you sign this Letter Agreement.

(b) By the general release set forth in this paragraph, you acknowledge that you are waiving and releasing all claims relating to or arising out of your employment with the Company, the terms and conditions of your employment, and the separation of that employment, including but not limited to, claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent infliction of emotional distress, any and all other torts, and claims for attorneys’ fees, as well as the following statutory claims described below.

(c) You further acknowledge that various local, state and federal laws prohibit discrimination based on, including but not limited to, age, gender, sexual orientation, race, color, national origin, religion, handicap, veteran’s status, and other protected classifications. These include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871, and the Civil Rights Act of 1991 (relating to gender, national origin, religion, race and certain other kinds of job discrimination), the Pregnancy Discrimination Act, the Equal Pay Act, the Rehabilitation Act of 1973 and the Americans with Disabilities Act (relating to disability discrimination in employment), and all other federal, state, or local laws prohibiting any form of employment discrimination, each as amended and all including their respective implementing regulations.

Matthew Pasch

July 28, 2026

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You also understand and acknowledge that there are various federal and state laws governing benefit issues, wage and hour issues, and other employment issues, including, but not limited to, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, other state and local wage and hour laws, and other laws, each as amended and all including their respective implementing regulations.

You acknowledge that you are waiving and releasing any claims you may have under any of these statutes and under any other federal, state or municipal statute, ordinance, executive order or regulation relating to discrimination in employment, wage and hour issues, or in any way pertaining to employment relationships. You understand and acknowledge that this general release applies to all such employment-related claims that you now have or may have had from the beginning of time to the date you sign this Letter Agreement.

(d) You further agree that, subject to applicable law, neither you, nor anyone on your behalf, shall or may seek, or be entitled to recover reasonable attorneys’ fees and costs pursuant to any of the aforementioned federal, state or municipal statutes, or any other such laws. You understand and acknowledge that the release set forth in this paragraph applies to all claims and causes of action, including but not limited to, employment-related claims, which you now have or may have had from the beginning of time to the date you sign this Letter Agreement.

(e) You further represent and warrant that you have not filed any private civil actions, claims, or complaints with any federal, state, or local court against any of the Releasees. Nothing contained herein shall prohibit you from filing a charge with or participating in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”), or any comparable state or local agency; however, you waive the right to recover any damages or fees in connection with any such charge, except that nothing in this Letter Agreement limits your right to receive an award or bounty for providing information to a governmental authority pursuant to any whistleblower law or regulation. Moreover, nothing in this Letter Agreement shall be construed to waive any right that is not subject to waiver by private agreement, including, without limitation, any claims arising under state unemployment insurance or workers’ compensation laws.

Unemployment Compensation: The Company agrees not to contest your claim for unemployment compensation. However, you understand and agree that: (a) all decisions as to unemployment compensation benefits are made by the applicable state unemployment compensation agency and not by the Company and (b) the Company may be required by law to provide information and/or documentation to the applicable state unemployment compensation agency and that such actions are not in violation of this paragraph.

Return of Company Property: Except as modified by this Letter Agreement, on or prior to your Last Day (or at any time if requested by the Company), you are required to return to the Company all Company-owned property in your possession, custody or control (including in your home, automobile and elsewhere), including, but not limited to, badges, keys, access cards, credit cards, smart phones, tablets, computer equipment, and all documents or

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July 28, 2026

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electronically stored information in your possession, custody or control that relate to the Company, the services of the Company, or the performance of your job duties with the Company. Notwithstanding the above, the Company will allow you to keep your Company-issued cellular phone (and the number associated with that cellular phone) and your Company-issued iPad so long as you take the necessary steps with the Company’s IT department prior to your Last Day to remove any Company information (including, but not limited to, Company confidential information) from such devices and to transfer the number of the cellular phone to a personal cellular phone account to become effective following your Last Day. You understand and agree that all costs associated with those devices will be your sole responsibility following your Last Day. By signing this Letter Agreement, you represent and confirm that, except as provided herein, all such property, documents and materials have already been returned, or will be returned to the Company as of your Last Day, and any and all Company information will be removed from the Company-issued cellular phone and iPad that you will be keeping prior to your Last Day.

10.

Company Confidential Information: You acknowledge that during your employment with the Company, you acquired and developed knowledge of and information concerning the confidential and proprietary information of the Company and other Releasees (including, but not limited to, existing and prospective customer, supplier, and vendor information; Company trade secrets; pricing and marketing strategies; business plans; and all strategic, marketing, promotional, and financial information). Subject to the exceptions set forth in Paragraph 13 of this Letter Agreement, you agree not to disclose any such information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever unless authorized in writing to do so by the Company, or to use any such information for your own purpose or for the benefit of any person, firm, corporation, association or other entity other than the Company or other Releasees.

11.

Confidentiality of this Letter Agreement: Subject to applicable law and the exceptions set forth in Paragraph 13 of this Letter Agreement, the existence, terms and conditions of this Letter Agreement shall be kept confidential by you, except that you may disclose the terms and conditions of this Letter Agreement to your immediate family, attorney(s), accountant(s), and tax preparer(s), provided that they also keep this Letter Agreement and its terms and conditions confidential. Notwithstanding the foregoing, you shall not be restricted from discussing matters of this Letter Agreement that have been publicly disclosed.

12.

Non-Disparagement: Subject to the exceptions set forth in Paragraph 13 of this Letter Agreement, from the date of this Letter Agreement and thereafter, you agree not to make any disparaging remarks, comments or statements (whether written, oral or electronic/digital) concerning the Company or any of the Releasees.

13.

Exceptions: You acknowledge and agree that nothing contained in this Letter Agreement or in any agreement between you and the Company limits your ability to file a charge or complaint with the EEOC, the National Labor Relations Board, the Occupational Safety and Health Administration, the SEC, or any other federal, state or local law enforcement agency, governmental agency or commission (“Government Agencies”). You further understand that this Letter Agreement does not limit your ability to communicate with any Government

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July 28, 2026

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Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Letter Agreement does not limit your right to seek or receive a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, or any other whistleblower award for information provided to any Government Agencies. You further acknowledge that, subject to applicable law, in connection with any such communication with any Government Agencies, you are not permitted to disclose any information that is protected by the attorney-client privilege or any other privilege belonging to the Company, as the Company does not waive and intends to preserve such privileges. You are further notified that, pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

14.

Existing Obligations: By signing this Letter Agreement, you reaffirm and ratify any existing non-competition, non-solicitation, confidentiality, and any other post-employment obligations you have under any other agreement (including, but not limited to, the Severance Plan (including the non-competition, non-solicitation, confidential information and other obligations set forth in Section 4.8 of the Severance Plan) or any equity grant agreement) with the Company and/or its affiliates and related companies (such obligations, collectively, “Existing Obligations”).

15.

References: The Company agrees that it will only provide your name, dates of employment, title and salary information in response to any reference request. To obtain this neutral reference, you agree that you will provide your social security number and the Company’s Work Number Employer Code (13200) to the person seeking proof of your employment with the Company and will direct that person to contact The Work Number at its website, www.theworknumber.com, or by phone at 1-800-367-5690 to obtain proof of your employment with the Company.

16.

Miscellaneous:

(a) Assignment: The Company may assign this Letter Agreement and such assignment will take effect for the benefit of any successors or assigns of the Company created by merger, reorganization, sale of assets or otherwise. You hereby consent and agree to such assignment and enforcement of such rights and obligations by the Company’s successors or assigns. You may not assign this Letter Agreement.

(b) No Admission: This Letter Agreement is not, and shall not be construed to be, an admission of liability, culpability or any other legal conclusion.

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July 28, 2026

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(c) Governing Law and Forum Selection: To the extent not governed by federal law, this Letter Agreement shall be interpreted, enforced and governed under the laws of the State of New Jersey. You agree that any dispute, controversy or claim arising out of or related to this Letter Agreement, including the validity of this arbitration clause, or any breach of this Letter Agreement shall be submitted to and decided by binding arbitration in Burlington, New Jersey. Arbitration shall be conducted in accordance with the American Arbitration Association’s Employment Arbitration Rules then in effect, as modified by the Company’s Early Dispute Resolution Program Rules and Procedures (STEPS) then in effect. Any arbitral award determination shall be final and binding upon the parties and may be entered as a judgment in a court of competent jurisdiction.

(d) Construction: If any provision of this Letter Agreement is declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions of the Letter Agreement shall not be affected thereby and the illegal or invalid part, term or provision shall be deemed not to be a part of this Letter Agreement.

(e) Entire Agreement: This Letter Agreement, together with the Severance Plan and the Existing Obligations, constitutes the entire understanding between the parties regarding your separation from employment with the Company and supersedes any prior written or oral agreements regarding such employment (with the exceptions set forth herein). You acknowledge that there are no representations by the Company, oral or written, which are not set forth in this Letter Agreement upon which you relied upon in signing this Letter Agreement. This Letter Agreement cannot be modified or amended except by written agreement signed by both you and the Chief Executive Officer of the Company.

(f) Counterparts and Electronic Signatures: This Letter Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which taken together constitute one and the same agreement. The counterparts of this Letter Agreement may be executed and delivered by facsimile or other electronic means by you or the Company and each may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received.

17.

Acknowledgment; Review Period: You acknowledge and certify that you: (a) have been advised to consult with an attorney prior to executing this Letter Agreement; (b) have been given five (5) business days from receipt of this Letter Agreement to consider its terms (although you may sign it sooner); (c) have carefully read and fully understand all of the provisions of this Letter Agreement; and (d) are entering into this Letter Agreement knowingly, voluntarily and of your own free will, and intending to be legally bound.

If you choose to accept the terms of this Letter Agreement, please return it to me signed by you no later than August 2, 2026. This Letter Agreement shall become effective upon the date that you sign it (the “Effective Date”). If you do not return it to me signed by August 2, 2026, we shall assume that you have elected not to accept the terms and conditions of this Letter Agreement, and the offer set forth herein shall thereafter be null and void.

Matthew Pasch

July 28, 2026

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Your signature below indicates your acceptance of this Letter Agreement and shall cause this Letter Agreement to be binding upon you, your heirs, representatives and assigns. Your signature shall also signify that you have read and understand the Letter Agreement, and have reviewed it with an attorney or have elected not to do so.

We wish you much success in the future.

Sincerely,

BURLINGTON coat factory warehouse CORPORATION

By: /s/ Michael O’Sullivan

Name: Michael O’Sullivan

Title: Chief Executive Officer

Date: July 31, 2026

Accepted and Agreed to on this

31st day of July 2026, and

intending to be legally bound.

By: /s/ Matthew Pasch

Matthew Pasch

September 1, 2026

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Exhibit A

General Release of Claims

In exchange for the consideration described in Paragraph 5 of the Letter Agreement, dated as of July 28, 2026 (the “Letter Agreement”) by and between Burlington Coat Factory Warehouse Corporation (the “Company”) and Matthew Pasch (“you”), and in accordance with the terms of the Letter Agreement, you hereby agree to the terms of this General Release of Claims (this “Release”), as follows:

Last Date of Employment. You acknowledge and agree that your separation from employment with the Company was effective as of September 1, 2026 (the “Last Day”).

No Other Payments or Benefits. You acknowledge and agree that Releasees (as defined below) have fully satisfied any and all obligations owed to you arising out of or relating to your employment with the Company or any other Releasees through the Last Day, and no further sums, payments or benefits are owed to you by the Company or any other Releasees arising out of or relating to your employment with the Company or any other Releasees, except as expressly provided in Paragraph 5 of the Letter Agreement.

Release of Claims.

(a)

In consideration for the above, and all of the terms of the Letter Agreement, you, Matthew Pasch, for yourself, your agents, successors, heirs, executors, administrators, and assigns (all of whom are hereinafter individually and collectively referred to in this paragraph as “Releasors”), do hereby release, remise and forever discharge the Company and each of its respective parents, subsidiaries, affiliates, related companies, divisions, predecessors, successors, interests, assigns, and/or entities in which each has an ownership interest, and each of their present, former and future officers, directors, employees, trustees, agents, representatives, attorneys, investors and insurers and each of their heirs, successors, executors, assigns, and administrators and all persons acting by, through, under and/or in concert with any of them (all of whom are hereinafter individually and collectively referred to in this paragraph as “Releasees”) of and from any and all claims, demands, causes of action, actions, rights, damages, judgments, costs, compensation, suits, debts, dues, accounts, bonds, covenants, agreements, expenses, attorneys’ fees, damages, penalties, punitive damages and liability of any nature whatsoever, in law or in equity or otherwise, which Releasors have had, now have, shall or may have, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, by reason of any cause, matter or thing whatsoever, from the beginning of time to the date you sign this Release.

(b)

By the general release set forth in this paragraph, you acknowledge that you are waiving and releasing all claims relating to or arising out of your employment with the Company, the terms and conditions of your employment, and the separation of

Matthew Pasch

September 1, 2026

Page 2 of 5

that employment, including but not limited to, claims for breach of contract or implied contract, wrongful, retaliatory or constructive discharge, negligence, misrepresentation, fraud, detrimental reliance, promissory estoppel, defamation, invasion of privacy, impairment of economic opportunity, tortious interference with contract or business relationships, intentional or negligent infliction of emotional distress, any and all other torts, and claims for attorneys’ fees, as well as the following statutory claims described below.

(c)

You further acknowledge that various local, state and federal laws prohibit discrimination based on, including but not limited to, age, gender, sexual orientation, race, color, national origin, religion, handicap, veteran’s status, and other protected classifications. These include, but are not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871, and the Civil Rights Act of 1991 (relating to gender, national origin, religion, race and certain other kinds of job discrimination), the Pregnancy Discrimination Act, the Equal Pay Act, the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act (relating to age discrimination in employment) (“ADEA”), the Rehabilitation Act of 1973 and the Americans with Disabilities Act (relating to disability discrimination in employment), and all other federal, state, or local laws prohibiting any form of employment discrimination, each as amended and all including their respective implementing regulations.

(d)

You further agree that, subject to applicable law, neither you, nor anyone on your behalf, shall or may seek, or be entitled to recover reasonable attorneys’ fees and costs pursuant to any of the aforementioned federal, state or municipal statutes, or any other such laws. You understand and acknowledge that the release set forth in this paragraph applies to all claims and causes of action, including but not limited to, employment-related claims, which you now have or may have had from the beginning of time to the date you sign this Release.

Matthew Pasch

September 1, 2026

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(e) You further represent and warrant that you have not filed any private civil actions, claims, or complaints with any federal, state, or local court against any of the Releasees. Nothing contained herein shall prohibit you from filing a charge with or participating in an investigation conducted by the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any comparable state or local agency; however, you waive the right to recover any damages or fees in connection with any such charge, except that nothing in this Release limits your right to receive an award or bounty for providing information to a governmental authority pursuant to any whistleblower law or regulation. Moreover, nothing in this Release shall be construed to waive any right that is not subject to waiver by private agreement, including, without limitation, any claims arising under state unemployment insurance or workers’ compensation laws.

Effective Date; ADEA Release.

(a)

You understand and acknowledge that this Release specifically applies to any claims you may have against Releasees pursuant to the ADEA. The Company advises you to consult with an attorney of your choosing prior to signing this Release. You represent that you have had the opportunity to review this Release with an attorney of your choice. You represent that you have carefully read and fully understand all provisions of this Release, and you have the full power, capacity and authority to enter into this Release. You also agree and acknowledge that you are receiving payments and/or benefits to which you would not otherwise be entitled unless you sign this Release, that you have voluntarily consented to this Release, and that you have entered into this Release freely, knowingly and voluntarily.

(b)

You acknowledge and agree that (i) you were presented with this Release on September 1, 2026, (ii) you have had at least twenty-one (21) calendar days to consider and sign this Release, and (iii) you have seven (7) calendar days from the date you sign this Release to revoke your acceptance of this Release. You agree that any changes to this Release, whether material or immaterial, do not restart the running of the twenty-one (21) day period. If you choose to revoke your acceptance of this Release, you must do so in writing and send the revocation to Burlington Coat Factory Warehouse Corporation, President and CEO, 2006 Route 130 North, Burlington, NJ 08016, with a copy to the General Counsel at the same address. This revocation must be received within the seven (7) calendar day revocation period. If you do not properly revoke your acceptance of this Release, it will be effective eight (8) calendar days after you sign it (the “Release Effective Date”).

If the above requirements are not met, this Release will not be effective and you will not receive the payments and benefits set forth in Paragraph 5 of the Letter Agreement.

Matthew Pasch

September 1, 2026

Page 4 of 5

General Provisions. The provisions of Paragraphs 9, 13 and 16 of the Letter Agreement are hereby incorporated by reference as if fully set forth herein and shall apply mutatis mutandis with respect to the subject matter of this Release.

[Signature Page Follows]

Matthew Pasch

September 1, 2026

Page 5 of 5

Please sign and date this Release, in the spaces provided below and send the complete, signed copy to Michael O’Sullivan. If you sign this Release prior to the Last Day, the Company will return this Release to you and you will be asked to re-execute this Release on or after the Last Day.

YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS RELEASE, THAT YOU WERE ADVISED TO CONSULT AN ATTORNEY ABOUT THIS RELEASE, AND THAT YOU ARE SIGNING THIS RELEASE KNOWINGLY AND VOLUNTARILY.

ACCEPTED AND AGREED:

Matthew Pasch

Date

EX-31.1

Exhibit 31.1

I, Michael O’Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Burlington Stores, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: August 27, 2026

    

     /s/ Michael O’Sullivan

    

     Michael O’Sullivan

    

     Chief Executive Officer

    

     (Principal Executive Officer)

    

EX-31.2

Exhibit 31.2

I, Kristin Wolfe, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Burlington Stores, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: August 27, 2026

    

     /s/ Kristin Wolfe

    

     Kristin Wolfe

    

     Chief Financial Officer

    

     (Principal Financial Officer)

    

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Burlington Stores, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended August 1, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael O’Sullivan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

     Date: August 27, 2026

    

     /s/ Michael O’Sullivan

    

     Michael O’Sullivan

    

     Chief Executive Officer

    

     (Principal Executive Officer)

    

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Burlington Stores, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended August 1, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kristin Wolfe, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.

     Date: August 27, 2026

    

     /s/ Kristin Wolfe

    

     Kristin Wolfe

    

     Chief Financial Officer

    

     (Principal Financial Officer)

    