BURL Insider Sale: Vecchio Disposes 420 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Jennifer Vecchio, Group President and Chief Marketing Officer of Burlington Stores (BURL), reported multiple sales of company common stock on 09/02/2025. The Form 4 discloses three separate dispositions totaling 420 shares sold (173, 112 and 135 shares) at weighted-average prices of $286.83, $288.05 and $289.22, respectively, with reported price ranges for the component trades included in the footnotes. The filings state the sales were made pursuant to a Rule 10b5-1 trading plan adopted March 18, 2025. Post-transaction beneficial ownership lines show holdings of 64,836, 64,724 and 64,589 shares on successive lines, and two indirect holdings of 186 shares each are reported as UTMA custodial positions for her son and daughter. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Sales executed under a Rule 10b5-1 plan, adopted March 18, 2025, which provides a prearranged framework and affirmative defense for the trades
• Filing discloses weighted-average prices and price ranges for the component transactions, enhancing transparency
• Indirect custodial holdings (UTMA) disclosed for both son and daughter, clarifying ownership structure

Negative

• Insider disposed of 420 shares on 09/02/2025, reducing direct beneficial ownership as reported on the Form 4
• Weighted-average sale prices are high relative to typical retail ranges (reported $286.83 to $289.22), which may draw investor attention to insider selling activity

Insights

Financial Analyst

TL;DR: Insider sold a small number of shares under a pre-established 10b5-1 plan; transactions appear routine rather than material.

The reported disposals total 420 shares executed on 09/02/2025 at weighted-average prices between $286.83 and $289.22. The presence of a Rule 10b5-1 trading plan adopted March 18, 2025, indicates these sales were pre-planned and intended to provide an affirmative defense to allegations of trading on material nonpublic information. Given the reported post-transaction beneficial ownership levels (around 64.6k shares) and the modest absolute size of the sales, the transactions are unlikely to materially affect Burlington Stores' capitalization or signal a change in corporate outlook.

Corporate Governance Expert

TL;DR: Form 4 shows compliant disclosure of prearranged insider sales and custodial indirect holdings, meeting standard governance expectations.

The filing discloses the reporting persons officer role, sale details with weighted-average prices and price ranges, and explicit footnote that the trades were pursuant to a 10b5-1 plan. It also reports indirect UTMA custodial holdings for two children. The signature by an attorney-in-fact is documented. From a governance perspective, the filing supplies required transparency around timing, pricing ranges and plan adoption date, which supports compliance and disclosure best practices.

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)
09/02/2025

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	09/02/2025		S		173	D	$286.83(1)	64,836	D(2)
Common Stock	09/02/2025		S		112	D	$288.05(3)	64,724	D(2)
Common Stock	09/02/2025		S		135	D	$289.22(4)	64,589	D(2)
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.29 to $287.27. 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.

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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.69 to $288.33. 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 ranging from $288.86 to $289.76. 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.

	/s/ Christopher Schaub, as attorney-in-fact for Jennifer Vecchio	09/04/2025
	** 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 transactions did BURL reporting person Jennifer Vecchio disclose on the Form 4?

The Form 4 reports three dispositions on 09/02/2025 of 173, 112 and 135 shares (total 420 shares) of Burlington Stores common stock.

At what prices were the Burlington Stores shares sold in the Form 4?

The weighted-average prices reported are $286.83, $288.05 and $289.22; footnotes disclose component trade price ranges within those averages.

Were the sales by Jennifer Vecchio prearranged under a trading plan?

Yes. The Form 4 states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted March 18, 2025.

How many Burlington Stores shares does the Form 4 show as beneficially owned after the reported transactions?

The filing lists post-transaction beneficial ownership on successive lines as 64,836, 64,724 and 64,589 shares.

Does the Form 4 report any indirect holdings for the reporting person?

Yes. The filing reports two entries of 186 shares each held indirectly by the reporting person as UTMA custodian for her son and for her daughter.