Burlington (BURL) CEO has 24,376 shares withheld to cover taxes

Rhea-AI Filing Summary

Burlington Stores, Inc. reported that Chief Executive Officer Michael B. O'Sullivan had 24,376 shares of common stock withheld on March 23, 2026 to cover tax obligations tied to performance-based restricted stock unit awards. After this tax-withholding disposition, he directly holds 167,366 shares of Burlington 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 NEW JERSEY 08016

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

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	03/23/2026		F(1)		24,376	D	$0	167,366	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 settlement of performance-based restricted stock unit awards.

	/s/ Christopher Schaub, as attorney-in-fact for Michael O'Sullivan	03/25/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Burlington Stores (BURL) CEO Michael O'Sullivan report in this Form 4?

Michael O'Sullivan reported a tax-withholding disposition of 24,376 common shares. These shares were withheld by the company to satisfy tax obligations from settling performance-based restricted stock units, rather than being sold in the open market.

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

No, the transaction was not an open-market sale. The 24,376 shares were withheld by Burlington Stores to pay tax liabilities triggered when performance-based restricted stock unit awards settled into common stock.

How many Burlington Stores (BURL) shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, CEO Michael O'Sullivan directly holds 167,366 shares of Burlington Stores common stock. This reflects his remaining stake following shares withheld to cover taxes on performance-based restricted stock units.

What does the F code mean in the Burlington Stores (BURL) CEO Form 4?

The F transaction code indicates payment of tax liability by delivering securities. In this case, Burlington withheld 24,376 shares of common stock from the CEO to satisfy tax obligations from performance-based restricted stock unit awards.

Does the Burlington Stores (BURL) Form 4 show any stock options or derivatives?

No derivative positions are listed in this Form 4. The filing only reports a non-derivative common stock transaction, where shares were withheld to cover taxes from the settlement of performance-based restricted stock unit awards.