Burlington CEO gets 12,292 RSUs, 6,423 shares withheld

Burlington Stores, Inc.'s Chief Executive Officer Michael B. O’Sullivan reported routine equity compensation activity.

Rhea-AI Filing Summary

Burlington Stores, Inc.'s Chief Executive Officer Michael B. O’Sullivan reported routine equity compensation activity. On May 1, 2026, he received a grant of 12,292 restricted stock units, which will vest in four equal annual installments on each of the first four anniversaries of the grant date.

The filing also shows 6,423 shares of Common Stock were disposed of through share withholding to cover tax obligations tied to RSU vesting, including 1,305 shares at $309.27 on May 4, 2026 and several entries at $318.00 on May 1, 2026. After these transactions, he directly holds 173,235 shares of Burlington common stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider O SULLIVAN MICHAEL B

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,305	$309.27	$404K
Grant/Award	Common Stock	12,292	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,553	$318.00	$494K
Exercise Price or Tax Liability	Common Stock	1,677	$318.00	$533K
Exercise Price or Tax Liability	Common Stock	1,888	$318.00	$600K

Holdings After Transaction: Common Stock — 173,235 shares (Direct)

Footnotes (2)

1. F1. Restricted stock units granted on May 1, 2026, vesting one-quarter on each of the first four anniversaries of the grant date.
2. F2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

Key Figures

RSU grant size: 12,292 shares Tax-withheld shares: 6,423 shares Tax-withholding price 1: $309.27 per share +2 more

5 metrics

RSU grant size 12,292 shares Restricted stock units granted on May 1, 2026

Tax-withheld shares 6,423 shares Shares withheld to satisfy tax obligations on RSU vesting

Tax-withholding price 1 $309.27 per share 1,305 shares withheld on May 4, 2026

Tax-withholding price 2 $318.00 per share Multiple withholding transactions on May 1, 2026

Post-transaction holdings 173,235 shares Common stock held directly after latest reported transaction

Key Terms

Restricted stock units, tax withholding obligations, Form 4, Chief Executive Officer

4 terms

Restricted stock units financial

"Restricted stock units granted on May 1, 2026, vesting one-quarter on each"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations in connection"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Chief Executive Officer financial

"officer_title": "Chief Executive Officer""

A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Burlington Stores (BURL) CEO report in this Form 4?

CEO Michael B. O’Sullivan reported an equity grant and tax-related share withholding. He received 12,292 restricted stock units and had 6,423 shares withheld to cover taxes from RSU vesting, leaving him with 173,235 shares held directly.

How many Burlington (BURL) shares were granted to the CEO in this filing?

The CEO received 12,292 restricted stock units of Burlington common stock. The grant was made on May 1, 2026 and vests in four equal annual installments, one-quarter on each of the first four anniversaries of the grant date.

Why were Burlington Stores (BURL) shares disposed of in this Form 4?

The dispositions reflect tax withholding, not open-market sales. A total of 6,423 shares were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units, as described in the filing footnotes.

At what prices were Burlington (BURL) shares withheld for taxes?

Tax-withheld shares were valued at $309.27 and $318.00 per share. One transaction on May 4, 2026 involved 1,305 shares at $309.27, while several transactions on May 1, 2026 used a price of $318.00 per share.

How many Burlington Stores (BURL) shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly holds 173,235 Burlington shares. This figure reflects his position following the RSU grant and the share withholding for tax obligations disclosed in the Form 4.

How do the CEO’s new restricted stock units vest at Burlington (BURL)?

The 12,292 restricted stock units vest over four years. According to the filing, they vest one-quarter on each of the first four anniversaries of the May 1, 2026 grant date, creating a multi-year equity incentive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 04:15 PM Learn about SEC filing dates

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^*

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)
05/01/2026

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(1)	05/01/2026		A		12,292	A	$0.00	179,658	D
Common Stock	05/01/2026		F(2)		1,553	D	$318	178,105	D
Common Stock	05/01/2026		F(2)		1,677	D	$318	176,428	D
Common Stock	05/01/2026		F(2)		1,888	D	$318	174,540	D
Common Stock	05/04/2026		F(2)		1,305	D	$309.27	173,235	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. Restricted stock units granted on May 1, 2026, vesting one-quarter on each of the first four anniversaries of the grant date.

2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Christopher Schaub, as attorney-in-fact for Michael O'Sullivan	05/05/2026
	** 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)