UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 512, 2026

BURLINGTON STORES, INC.

(Exact Name of Registrant As Specified In Charter)



Delaware	001-36107	80-0895227
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2006 Route 130 North

Burlington, New Jersey 08016

(Address of Principal Executive Offices, including Zip Code)

(609) 387-7800

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001 per share	BURL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

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. ☐

Item 28.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition.~~Definitive Agreement.

On March 512, 2026, Burlington Stores, Inc. ~~issued~~(the a“Company”) ~~press~~entered ~~release~~into ~~announcing~~separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its ~~operating~~1.25% ~~results~~Convertible ~~for~~Senior Notes due 2027 (the ~~fourth~~“Notes”). ~~quarter~~Under ~~and~~the ~~fiscal~~terms ~~year~~of ~~ended~~the ~~January~~Exchange 31Agreements, ~~2026.~~the Aholders ~~copy~~have agreed to exchange $81,874,000 in aggregate principal amount of Notes held by them for an amount in cash and a number of shares to be calculated based on the ~~press~~volume-weighted ~~release~~average isprice ~~furnished~~of asthe ~~Exhibit~~Company’s 99common stock over a one-day measurement period on March 13, 2026.1 These exchange transactions are expected to ~~this~~close ~~Current~~on ~~Report~~March 19, 2026, subject to the satisfaction of customary closing conditions.

The ~~information~~foregoing ~~contained~~description ~~in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes~~ of ~~Section 18 of, or otherwise regarded as filed under,~~ the ~~Securities~~ Exchange ~~Act~~Agreements ofis ~~1934,~~qualified asin ~~amended~~its ~~(the~~entirety ~~“Exchange Act”), nor shall it be deemed incorporated~~ by reference ~~into~~to ~~any filing under~~ the ~~Securities~~form ~~Act~~ of ~~1933, as amended, or the~~ Exchange ~~Act~~Agreement, ~~except~~a ascopy ~~shall~~of bewhich ~~expressly~~is ~~set~~attached ~~forth~~as byExhibit ~~specific~~99.1 ~~reference in such filing~~hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
99.1	~~Press~~Form ~~Release~~of ~~dated~~Exchange ~~March~~and 5,Subscription ~~2026 (earnings release announcement)~~Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

     BURLINGTON STORES, INC.

    

     /s/ David Glick

     David Glick
Group Senior Vice President of Investor Relations and Treasurer

Date: March 513, 2026

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