BURL Form 4: President/COO withholds 182 RSUs, sells 84 shares under 10b5-1 plan

Rhea-AI Filing Summary

Insider transactions by Burlington Stores, Inc. (BURL): The filing shows that Travis Marquette, President and COO, had 182 shares withheld to satisfy taxes when restricted stock units vested on 10/06/2025, and sold additional common stock on 10/07/2025 in three blocks of 47, 24 and 13 shares at weighted-average prices near $260–263. After these transactions his beneficial ownership is reported as 22,592 shares. The sales on 10/07/2025 were made under a Rule 10b5-1 trading plan adopted on 06/11/2025. The filing was signed by an attorney-in-fact on 10/08/2025.

Positive

• Sales executed under a Rule 10b5-1 plan indicate pre-planned trades rather than ad-hoc insider selling
• Withholding of 182 shares for taxes reflects standard compensation settlement, not a cash-raising divestiture

Negative

• Insider reduced holdings by 266 shares, lowering beneficial ownership to 22,592 shares
• Weighted-average sale prices around $260–263 realize gains at current market levels (small volume may be viewed unfavorably by some investors)

Insights

Corporate Governance Analyst

Routine tax withholding and plan-based insider sales; no new compensation changes disclosed.

The transactions reflect RSU vesting tax withholding (182 shares) and scheduled sales of 84 shares executed under a Rule 10b5-1 plan. Such withholdings are a common mechanism to satisfy tax obligations when equity awards vest, and 10b5-1 plans authorize pre-set sales regardless of short-term price movements.

Key dependencies include continued adherence to the 10b5-1 plan terms and any company blackout windows. Investors can track subsequent Form 4s to see if ownership trends continue over the next months.

Equity Markets Analyst

Insider sales are small relative to total reported holdings and unlikely to be market-moving.

The total shares disposed (tax-withheld plus open-market sales) equal 266 shares, leaving 22,592 shares beneficially owned. The weighted-average sale prices are reported between $260.40 and $262.97, implying modest proceeds but no indication of large-scale liquidation.

Because the sale blocks are small and executed under a pre-established plan, material impact on supply-demand or valuation is unlikely in the near term; monitor filings for larger, non-plan sales within the next quarter.

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^*

Marquette Travis

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		F(1)		182	D	$262.37	22,676	D
Common Stock	10/07/2025		S		47	D	$260.78(2)	22,629	D(3)
Common Stock	10/07/2025		S		24	D	$261.67(4)	22,605	D(3)
Common Stock	10/07/2025		S		13	D	$262.84(5)	22,592	D(3)

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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.40 to $261.07. 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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.52 to $262.03. 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $262.73 and $262.97. 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 Travis Marquette	10/08/2025
	** 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

What did Travis Marquette (BURL) do on his Form 4 dated 10/08/2025?

The filing reports 182 shares withheld for tax withholding from RSU vesting on 10/06/2025 and the sale of 47, 24 and 13 shares on 10/07/2025 at weighted-average prices near $260–263.

Were the sales by the Burlington executive part of a trading plan?

Yes. The sales on 10/07/2025 were executed under a Rule 10b5-1 trading plan adopted on 06/11/2025.

How many Burlington (BURL) shares does the reporting person own after the transactions?

The reporting person beneficially owns 22,592 shares following the reported transactions.

What price range were the shares sold at?

Reported weighted-average sale prices fall in ranges between $260.40 and $262.97; the filing provides ranges and offers to supply exact per-trade details on request.

Was any of the transaction activity related to tax withholding?

Yes. 182 shares were withheld to satisfy tax withholding obligations tied to the vesting of restricted stock units.