Burlington Stores Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 11, 2025

BURLINGTON STORES, INC.

(Exact Name of Registrant As Specified In Charter)

2006 Route 130 North

Burlington, New Jersey 08016

(Address of Principal Executive Offices, including Zip Code)

(609) 387-7800

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2025, Burlington Coat Factory Warehouse Corporation (the “Company”), an indirect wholly-owned subsidiary of Burlington Stores, Inc., entered into Amendment No. 12 (the “Amendment”) to the Credit Agreement dated as of February 24, 2011 (as amended by that certain Amendment No. 1 dated as of May 16, 2012, as further amended by that certain Amendment No. 2 dated as of February 15, 2013, as further amended by that certain Amendment No. 3 dated as of May 17, 2013, as further amended by that certain Amendment No. 4 dated as of August 13, 2014, as further amended by that certain Amendment No. 5 dated as of July 29, 2016, as further amended by that certain Amendment No. 6 dated as of November 17, 2017, as further amended by that certain Amendment No. 7 dated as of November 2, 2018, as further amended by that certain Amendment No. 8 dated as of February 26, 2020, and as further amended by that certain Amendment No. 9 dated as of June 24, 2021, and as further amended by that certain Amendment No. 10 dated as of May 11, 2023, and as further amended by that certain Amendment No. 11 dated as of September 24, 2024, the “Term Loan Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and facility guarantors party thereto. JPMorgan Chase Bank, N.A., BofA Securities, Inc., and Wells Fargo Securities, LLC, acted as joint lead arrangers and joint bookrunners for the Amendment.

The parties entered into the Amendment in order to, among other things, incur $500 million of incremental term loans (the “Incremental Term Loans”) under the Term Loan Credit Agreement as additional Term B-7 Loans. The Incremental Term Loans were issued with an original issue discount of 99.0 and are otherwise on terms identical to the existing Term B-7 Loans and are fungible with the existing Term B-7 Loans. After giving effect to Incremental Term Loans, the outstanding principal amount of Term B-7 Loans (including the Incremental Term Loans) is $1,743,750,000. The proceeds of the Incremental Term Loans will be used to fund general corporate purposes including costs associated with the purchase of a distribution center and repay ABL borrowings.

The foregoing description of the Amendment is qualified in its entirety by reference to such document, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 with respect to the Amendment is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 13, 2025