Item 8.01. Other Events.

On August 31, 2021, Burlington Stores, Inc. (the "Company") entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with certain holders of its 2.25% Convertible Senior Notes due 2025 (the "Notes"). Under the terms of the Exchange Agreements, the holders have agreed to exchange $146,373,000 in aggregate principal amount of Notes held by them for a combination of an aggregate of $86,966,931 in cash and 459,944 shares of the Company's common stock. These exchange transactions are expected to close on September 9, 2021, subject to the satisfaction of customary closing conditions.

The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01Financial Statements and Exhibits.





Exhibit
Number            Description

99.1        Form of Exchange Agreement
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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