8-KOther EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Corporate Update (Mar 13, 2026)

Filed March 13, 2026For Securities:BURL

Summary

Burlington Stores, Inc. announced today a significant event related to its debt structure, entering into privately negotiated exchange agreements to repurchase a portion of its outstanding 1.25% Convertible Senior Notes due 2027. Approximately $81.9 million in principal amount of these notes will be exchanged for a combination of cash and Burlington's common stock. This move aims to deleverage the company's balance sheet and potentially reduce future interest expenses associated with these notes.

Key Highlights

  • 1Burlington Stores entered into exchange agreements to retire $81.9 million of its 1.25% Convertible Senior Notes due 2027.
  • 2The exchange will involve a combination of cash and Burlington's common stock, with the number of shares determined by a one-day volume-weighted average price (VWAP) on March 13, 2026.
  • 3These transactions are expected to strengthen the company's financial position by reducing outstanding debt.
  • 4The closing of these exchange transactions is anticipated on March 19, 2026, contingent on standard closing conditions.
  • 5This action indicates proactive management of the company's capital structure.
  • 6The filing includes the form of the Exchange and Subscription Agreement as an exhibit.

Frequently Asked Questions

The primary purpose is to reduce Burlington's outstanding debt by repurchasing a portion of its 1.25% Convertible Senior Notes due 2027. This is a debt management strategy aimed at deleveraging the balance sheet.

$81,874,000 in aggregate principal amount of the Notes is being exchanged. The consideration for the exchange consists of a combination of cash and shares of Burlington's common stock, with the share count to be determined by the one-day VWAP on March 13, 2026.

The exchange transactions are expected to close on March 19, 2026, provided that all customary closing conditions are met.

Yes, the issuance of new shares as part of the exchange consideration will result in some dilution to existing shareholders. The extent of the dilution will depend on the calculated VWAP and the resulting number of shares issued.