[Form 4] BURLINGTON STORES, INC. Insider Trading Activity

Rhea-AI Filing Summary

DoubleVerify (DV) Q2-25 10-Q highlights:

• Revenue rose 21% YoY to $189.0 m; 1H-25 revenue up 19% to $354.1 m.
• Gross margin (ex-D&A) remained robust at 82.5%.
• Operating income improved 23% YoY to $13.5 m, while net income grew 17% to $8.8 m ($0.05 EPS diluted).
• For 1H-25, net income fell 24% to $11.1 m as higher stock-based comp (+14% YoY to $51.3 m) and a 55% effective tax rate offset top-line growth.
• Cash & equivalents declined to $211.8 m (-$81.0 m YTD) after spending $82.3 m to acquire attribution platform Rockerbox and $82.2 m on share buybacks (5.1 m shares YTD). $140 m remains under the current $200 m authorization.
• Balance sheet: No outstanding debt on the $200 m revolver; equity $1.09 b, liabilities $206.9 m.
• Goodwill increased to $516.6 m (+$89 m) and intangibles to $116.1 m following Rockerbox.
• Cash flow: Operating cash flow up 29% YoY to $87.3 m; free cash outflow $15.2 m after capex and M&A.
• Segments: Activation $109.0 m (+25%), Measurement $62.9 m (+15%), Supply-side $17.2 m (+26%). Remaining performance obligations $37.7 m.
• No long-term debt or impairment charges; one securities-class-action filed May 2025 disclosed.

Overall: Solid double-digit revenue growth and strong margins offset by higher expense load, aggressive buybacks and acquisition cash use. Liquidity remains healthy with undrawn credit facility.

Positive

• Revenue up 21% YoY in Q2 driven by Activation and Supply-side growth
• Gross margin 82.5% remains industry-leading, underscoring pricing power
• Operating cash flow +29% YoY to $87.3 m, funding growth initiatives
• No outstanding debt with $200 m revolver provides liquidity flexibility
• Rockerbox acquisition broadens measurement suite and adds $17.7 m intangibles

Negative

• YTD net income down 24% despite higher sales, reflecting cost pressure
• Cash balance fell $81 m due to buybacks and acquisition outlays
• Stock-based compensation up 14% YoY, diluting operating leverage
• Effective tax rate jumped to 55.1% YTD, compressing EPS
• Class-action lawsuit filed May 2025 introduces potential legal risk

Insights

Sell-Side Equity Analyst

TL;DR: Top-line acceleration intact; profitability pressured by stock comp and taxes, but cash still ample.

DV delivered a 21% revenue jump—well ahead of ad-tech peers—thanks to Activation strength and early contribution from Rockerbox. Gross margin north of 80% reaffirms the scalability of the SaaS model. However, stock-based comp now equals 14% of sales and pushed 1H operating margin down 70 bps. The 55% YTD tax rate (vs 33% prior year) further clipped EPS. Cash burn stems largely from the $82 m Rockerbox deal and $82 m of share repurchases; with $212 m cash and an unused $200 m revolver, liquidity risk is low. Buybacks have reduced basic share count 5% YoY and are accretive at ~6× EV/S. Litigation exposure appears immaterial at this stage. I view the print as modestly positive: growth narrative intact, strategic M&A expands TAM, and balance-sheet flexibility preserved.

Risk Analyst

TL;DR: Rising execution risk from higher leverage to stock comp, tax volatility and new class-action.

While net leverage is zero, DV’s earnings quality is diluted by elevated non-cash comp (27 m in Q2) and a spiking tax rate linked to global mix and recent U.S. reform. Cash depletion of $81 m YTD narrows the margin of safety amid ongoing buybacks; remaining authorization equals 66% of cash on hand. Goodwill now 40% of assets, raising impairment sensitivity should growth slow. The May 2025 class action could add legal costs and management distraction. Nonetheless, robust operating cash flow and no debt mitigate immediate credit concerns. Overall neutral-to-slightly negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vecchio Jennifer

(Last) (First) (Middle)

2006 ROUTE 130 NORTH

(Street)

BURLINGTON NJ 08016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Burlington Stores, Inc. [ BURL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President and CMO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2025		S		37	D	$264.82	65,392	D(1)
Common Stock	08/01/2025		S		51	D	$267.27(2)	65,341	D(1)
Common Stock	08/01/2025		S		38	D	$268.38	65,303	D(1)
Common Stock	08/01/2025		S		218	D	$270.91(3)	65,085	D(1)
Common Stock	08/01/2025		S		76	D	$272.18(4)	65,009	D(1)
Common Stock								186	I	By reporting person as UTMA custodian for son
Common Stock								186	I	By reporting person as UTMA custodian for daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 18, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.06 to $267.76. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $270.66 to $271.44. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $272.14 and $272.21. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote to this Form 4.

	/s/ Christopher Schaub, as attorney-in-fact for Jennifer Vecchio	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How did DoubleVerify (DV) perform financially in Q2 2025?

DV posted $189 m revenue (+21% YoY), net income of $8.8 m and diluted EPS of $0.05.

What drove DV’s revenue growth this quarter?

Activation services rose 25%, Measurement 15%, and Supply-side 26%, reflecting higher ad volumes and expanded client adoption.

How much cash does DV have and is it carrying debt?

As of 30-Jun-25, DV held $211.8 m in cash and had no borrowings on its $200 m revolving credit facility.

What is the status of DV’s share repurchase program?

DV bought back 5.1 m shares for $82 m YTD; $140 m remains available under the current authorization.

What impact will the Rockerbox acquisition have?

The $82 m deal adds attribution technology, $72 m goodwill and $17.7 m intangibles; integration expected over the next year.