Burlington Stores, Inc.

Amendment to Amended and Restated Bylaws

On March 12, 2025, the Board of Directors of Burlington Stores, Inc. approved and adopted an amendment to and restatement of the Company’s Amended and Restated Bylaws (Restated Bylaws), which became effective immediately. The Restated Bylaws were amended and restated as follows:

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Modifications to the provisions relating to advance notice of director nominations and other business at annual stockholder meetings, including to update, enhance, clarify or limit the scope of information and disclosures required regarding noticing stockholders, proposed nominees and other related persons, and to define and modify the definition of certain terms.

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Certain other ministerial changes, clarifications, technical edits and updates.

The foregoing summary of the Restated Bylaws does not purport to be a complete description of the amendments made to the Company’s Amended and Restated Bylaws. It is qualified in its entirety by reference to the complete text of the Restated Bylaws which is attached as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference herein.

Adoption, Modification or Termination of Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended February 1, 2025, no director or officer of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.