Tax withholding trims Burlington (NYSE: BURL) CFO share count

Rhea-AI Filing Summary

Burlington Stores, Inc. Chief Financial Officer Kristin Wolfe reported a routine tax-withholding transaction involving company stock. On settlement of performance-based restricted stock units, 4,186 shares of common stock were withheld to satisfy tax obligations rather than being sold in the open market. After this administrative disposition, Wolfe directly holds 28,051 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

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).

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^*

Wolfe Kristin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)		4,186	D	$0	28,051	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 Kristin Wolfe	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 (BURL) CFO Kristin Wolfe report in this Form 4?

Burlington CFO Kristin Wolfe reported a tax-related share disposition. Shares were withheld by the company to cover tax obligations upon settlement of performance-based restricted stock units, rather than sold in the market, and her remaining direct holdings were updated accordingly.

How many Burlington (BURL) shares were withheld for Kristin Wolfe’s taxes?

A total of 4,186 Burlington common shares were withheld to satisfy Kristin Wolfe’s tax obligations. This occurred in connection with the settlement of performance-based restricted stock unit awards, making it an administrative adjustment instead of an open-market sale of stock.

Is Kristin Wolfe’s Burlington (BURL) transaction an open-market sale of stock?

The transaction is not an open-market sale. The 4,186 Burlington shares were withheld by the company to cover tax liabilities triggered by performance-based restricted stock unit settlement, a common administrative process rather than a discretionary trade in the public market.

How many Burlington (BURL) shares does CFO Kristin Wolfe hold after this transaction?

Following the tax-withholding disposition, Kristin Wolfe directly holds 28,051 Burlington common shares. This updated figure reflects her position after 4,186 shares were withheld to pay taxes related to the settlement of performance-based restricted stock unit awards.

What triggered the tax withholding reported by Burlington (BURL) CFO Kristin Wolfe?

The tax withholding was triggered by the settlement of performance-based restricted stock unit awards. When these awards vested, 4,186 Burlington shares were withheld to cover associated tax obligations, which is typically handled as a non-market, administrative share disposition.

Does Burlington (BURL) CFO Kristin Wolfe’s Form 4 indicate any stock purchases or sales?

The Form 4 does not show any open-market purchases or sales. It reports only a tax-withholding disposition of 4,186 Burlington shares tied to performance-based restricted stock unit settlement, with Wolfe’s direct holdings updated to 28,051 shares afterward.