Item 8.01 Other Events.

On March 15, 2022, 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 $55,635,000 in aggregate principal amount of Notes held by them for an amount in cash to be calculated based on the volume-weighted average price of the Company's common stock over a two-day measurement period beginning on March 16, 2022. These exchange transactions are expected to close on March 21, 2022, 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 9.01 Financial 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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