CEO Michael O’Sullivan receives stock award at Burlington (NYSE: BURL)

Rhea-AI Filing Summary

Burlington Stores, Inc. reported that Chief Executive Officer Michael B. O’Sullivan acquired 54,768 shares of common stock on February 17, 2026 through the settlement of performance-based restricted stock units granted on May 1, 2023. After this award, he directly holds 191,742 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^*

O SULLIVAN MICHAEL B

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A(1)		54,768	A	$0.00	191,742	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. Shares acquired upon the settlement of performance-based restricted stock unit awards granted by the Company to the reporting person on May 1, 2023.

	/s/ Christopher Schaub, as attorney-in-fact for Michael O'Sullivan	02/19/2026
	** 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 did Burlington Stores (BURL) CEO report in this Form 4?

Burlington Stores CEO Michael B. O’Sullivan reported acquiring 54,768 shares of common stock. The shares were received as a performance-based restricted stock unit award granted on May 1, 2023 and settled on February 17, 2026.

How many Burlington Stores (BURL) shares does the CEO hold after this transaction?

After this transaction, CEO Michael B. O’Sullivan directly holds 191,742 shares of Burlington Stores common stock. This figure reflects his updated ownership following the settlement of the performance-based restricted stock unit award.

Was the Burlington Stores (BURL) CEO stock transaction a purchase or an award?

The Burlington Stores CEO transaction was an award, not an open-market purchase. He acquired 54,768 shares at no stated purchase price through settlement of performance-based restricted stock units granted on May 1, 2023.

What is the nature of the Burlington Stores (BURL) CEO’s new shares?

The new shares are common stock acquired upon settlement of performance-based restricted stock units. These units were originally granted to CEO Michael B. O’Sullivan by Burlington Stores on May 1, 2023 and settled on February 17, 2026.

Does the Burlington Stores (BURL) Form 4 indicate any share sales by the CEO?

This Form 4 indicates only an acquisition of shares by the CEO and no reported sales. It shows a grant-related award of 54,768 shares of common stock, increasing his direct holdings to 191,742 shares after the transaction.