Burlington (BURL) CHRO Pasch reports 3-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Burlington Stores, Inc. Chief Human Resources Officer Matthew Pasch reported an automatic share withholding tied to equity compensation. On 02/02/2026, 3 shares of common stock were withheld at a price of $298.68 per share to cover tax obligations from vesting restricted stock units. Following this tax withholding event, Pasch directly beneficially owned 7,940 shares of Burlington Stores common stock.

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

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

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^*

Pasch Matthew

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		F(1)		3	D	$298.68	7,940	D

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. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Christopher Schaub, as attorney-in-fact for Matthew Pasch	02/04/2026
	** 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).
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FAQ

What insider transaction did Burlington Stores (BURL) report for Matthew Pasch?

Burlington Stores reported that Chief Human Resources Officer Matthew Pasch had 3 shares of common stock withheld. These shares were used to satisfy tax withholding obligations related to vesting restricted stock units on February 2, 2026, rather than a discretionary open-market sale.

Was the Burlington Stores (BURL) Form 4 transaction an open-market sale?

No, the Form 4 shows shares withheld for taxes, not an open-market sale. Three shares of common stock were retained by the company at $298.68 per share to cover tax obligations from restricted stock unit vesting.

How many Burlington Stores (BURL) shares does Matthew Pasch own after this Form 4?

After the reported tax withholding, Matthew Pasch beneficially owns 7,940 shares of Burlington Stores common stock directly. This figure reflects his holdings following the 3-share withholding related to the vesting of restricted stock units on February 2, 2026.

What was the price used for the Burlington Stores (BURL) tax withholding shares?

The 3 shares withheld for tax purposes were valued at $298.68 per share. This price is used solely to calculate the value of shares applied to satisfy tax withholding obligations associated with the vesting of restricted stock units for Matthew Pasch.

Who is the insider involved in this Burlington Stores (BURL) Form 4 filing?

The insider is Matthew Pasch, Burlington Stores’ Chief Human Resources Officer. He is a reporting person under Section 16 and filed this Form 4 to disclose shares withheld to cover taxes from the vesting of his restricted stock units.

Does the Burlington Stores (BURL) Form 4 indicate indirect ownership or third-party entities?

No, the transaction is reported as directly owned by Matthew Pasch, with ownership form marked as "D". There is no indication of trusts, LLCs, or other entities, and no footnote disclaims his beneficial ownership or voting and investment authority.