Burlington Stores (BURL) risk factors, FY2026 10-K

Macroeconomic, Industry and Business Risks

1. 01A downturn in general economic conditions or consumer spending or inflationary conditions could adversely affect our business44% rewritten
2. 02We face increased competition from other retailers that could adversely affect our business
3. 03Our net sales, operating income and inventory levels fluctuate on a seasonal basis
4. 04A reduction in traffic to, or the closing of, the other destination retailers in the shopping areas where our stores are located could significantly reduce our sales
5. 05Failure to identify customer trends and preferences to meet customer demand could negatively impact our performance and reputation
6. 06Extreme and/or unseasonable weather conditions caused by climate change or otherwise, or natural disasters, could have a significant adverse effect on our business
7. 07We may be unable to meet evolving regulatory requirements and stakeholder expectations regarding environmental, social or governance (ESG) matters20% rewritten
8. 08of compliance as a result; however, claimants have sought to permanently enjoin the two laws and there remains much uncertainty with respect to the final outcome of these and other climate-related lawsNew

Strategic Risks

1. 09We may not be able to sustain our growth plans or successfully implement our long-range strategic goals
2. 10Failure to execute our opportunistic buying and inventory management process could adversely affect our business

Operational Risks

1. 11If we cannot optimize our existing stores or maintain favorable lease terms, our growth strategy and profitability could be negatively impacted
2. 12If we are unable to purchase attractive brand name merchandise in sufficient quantities at competitive prices, we may be unable to offer an appealing merchandise mix and our sales may be harmed
3. 13Our failure to attract, train and retain quality employees and temporary personnel in sufficient numbers could adversely affect our business52% rewritten
4. 14Labor costs, including healthcare costs, and other challenges from our large workforce may adversely affect our results and profitability
5. 15Parties with whom we do business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations to us
6. 16Many of our vendors produce merchandise overseas, and our business is exposed to the risk of foreign and domestic operations and international tax and tariff policies and trade relations
7. 17fluctuation in our vendors’ local currency against the dollar, which may increase our cost of goods sold; and26% rewritten
8. 18Any of the foregoing factors, or a combination thereof, could have a material adverse effect on our business40% rewritten
9. 19Any disruption to our distribution network could cause disruptions in our business, a loss of sales and profits, increases in our expenses, and other material adverse effects
10. 20If we are unable to protect our information systems against service interruption, misappropriation of data, breaches of security, or other cyber-related attacks, our operations could be disrupted, we may suffer financial losses and our reputation may be damaged
11. 21security and oversight for processing, transmission, storage and the protection of confidential information, and to recover from unexpected outages58% rewritten
12. 22damage to our competitiveness, stock price, and long-term stockholder value
13. 23We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business85% rewritten
14. 24Our future growth and profitability could be adversely affected if our advertising and marketing programs are not effective in generating sufficient levels of customer awareness and traffic
15. 25convert customer awareness into actual store visits and product purchases
16. 26Damage to our corporate reputation or brand could adversely affect our sales and operating results
17. 27The loss of executives or other key personnel may disrupt our business and adversely affect our financial results

Legal, Regulatory, Compliance and Tax Risks

1. 28Difficulty complying with existing and changing laws, rules, regulations and local codes could negatively affect our business operations and financial performance
2. 29The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our losses
3. 30Issues with safety and merchandise shrinkage could damage our sales and financial results
4. 31Compliance with increasingly rigorous privacy and data security regulations could be costly, affect or limit our business opportunities and how we collect and/or use data, and potentially subject us to fines and lawsuits
5. 32Legal and regulatory proceedings could have an adverse impact on our results of operations
6. 33Use of social media by the Company or third parties at our direction in violation of applicable laws and regulations may adversely impact our reputation or subject us to fines or other penalties

Risk Related to Our Substantial Indebtedness and Corporate Structure

1. 34Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations37% rewritten
2. 35Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our results of operations and our financial condition
3. 36The conditional conversion feature of the 2027 Convertible Notes, if triggered, may adversely affect our financial condition and operating results
4. 37Conversion of the 2027 Convertible Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2027 Convertible Notes, or may otherwise depress the price of our common stock43% rewritten
5. 38We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations

Risks Related to Ownership of Our Common Stock

1. 39Our stock price has been and may continue to be volatile23% rewritten
2. 40Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that stockholders might consider favorable
3. 41require the approval of holders of at least 75% of the outstanding shares of our voting common stock to amend the amended and restated bylaws and certain provisions of the amended and restated certificate of incorporation
4. 42Our business could be impacted as a result of actions by activist stockholders or others