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Burlington Stores, Inc.

For the period ended May 2, 2026. Filed May 28, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 2, 2026 · Filed May 28, 2026

BURL$246.76-1.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-11-01; filed 2025-11-25.

0001193125-25-297249

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-05-02; filed 2026-05-28.

0001193125-26-245274

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 200 previous paragraphs and 178 current paragraphs.

94 unchanged; 50 reworded; 33 added; 52 removed; 4 previous and 1 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (33)

Current report

We continue to focus on several ongoing strategic initiatives aimed at operating with flexibility, responsiveness, and efficiency in everything we do, while delivering great value to our customers through continued improvement in the execution of our off-price model. These initiatives are outlined below.

Current report

Our merchandising strategy is centered on delivering compelling value while remaining responsive to evolving customer preferences. Key initiatives include:

Current report

focusing on fashion, quality, brand, and price to inform our buying decisions and provide customers with outstanding value on their purchases;

Current report

delivering remarkable value every day with speed and agility through a culture of customer focus and continuous learning and innovation;

Current report

enabling buyers to spend more time in the market and take data-driven actions informed by current trends and opportunities;

Current report

following the off-price principles of opportunistic buying and in-season purchasing to more effectively chase the sales trend;

Current report

building capabilities to localize the assortment by region and store; and

Current report

We remain focused on delivering a neat, clean, easy-to-shop, organized, and consistent shopping experience for our customers while maintaining disciplined cost and inventory controls. Key initiatives include:

Current report

redesigning our stores with new interior layouts, signage and fixtures to better highlight our selection of trend-right, branded merchandise, and create an inviting environment for customers that accentuates the thrill of the treasure hunt;

Current report

reducing shortage by identifying risks and implementing innovative physical security solutions and technologies; and

Current report

getting fresh receipts out to the sales floor rapidly and efficiently.

Current report

We continue to selectively expand our store footprint in attractive locations to support long-term growth. Key initiatives include:

Current report

prioritizing 25,000 square foot stores located in busy, convenient strip malls; and

Current report

We continue to invest in supply chain capabilities to support growth and improve operational efficiency. Key initiatives include:

Current report

driving cost savings through speed, flexibility, and efficiency in distribution and transportation; and

Current report

expanding and modernizing our supply chain network with flexible and efficient distribution centers purpose-built to execute our off-price business model.

Current report

Our marketing efforts are focused on building a strong and renewed reputation with consumers. Key initiatives include:

Current report

communicating a strong value message to new and existing shoppers; and

Current report

On February 20, 2026, the U.S. Supreme Court issued a ruling limiting the authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”), creating uncertainty regarding the potential recovery of tariffs previously assessed under that statute. In April, US Customs launched a system to allow importers of record to file IEEPA tariff refunds. We have filed claims to seek recovery of such tariffs; however, the availability, timing, and amount of any refunds remain uncertain and depend on further legal, regulatory, and administrative actions.

Current report

Selling, general and administrative expenses as a percentage of net sales remained at 34.7% during the first quarter of Fiscal 2026, compared to the same percentage of net sales during the first quarter of Fiscal 2025. During the first quarter of 2026, improvements in occupancy and product sourcing costs were offset by increases in incentive compensation and marketing.

Current report

On a dollar basis, selling, general and administrative expenses increased by $121.3 million, or 14.0%, to $989.4 million during the first quarter of Fiscal 2026. The increase was primarily driven by our 127 net new stores opened since the end of the first quarter of Fiscal 2025, as well as an increase in incentive compensation.

Current report

Cost related to debt amendments and inducement charges amounted to $15.3 million during the first quarter of Fiscal 2026 compared with $0.1 million during the first quarter of Fiscal 2025. The increase is driven by an inducement charge related to the partial settlement of our 2027 Convertible Notes during the first quarter of Fiscal 2026. Refer to Note 4, “Long Term Debt,” for further discussion regarding this transaction.

Current report

During the three months ended May 2, 2026, certain holders of the 2027 Convertible Notes exchanged $111.0 million in aggregate principal amount of 2027 Convertible Notes held by them for a combination of an aggregate of $128.6 million in cash and 150,831 shares of our common stock. These exchanges resulted in an inducement charge of $14.6 million, as well as legal and other transaction related fees of $0.7 million.
Removed paragraphs (52)

Previous report

We continue to focus on a number of ongoing initiatives aimed at increasing our overall profitability. These initiatives include, but are not limited to:

Previous report

We strive to increase comparable store sales through the following initiatives:

Previous report

More Effectively Chasing the Sales Trend. We plan sales using conservative comparable store sales growth, holding and controlling liquidity, closely analyzing the sales trend by business, and remaining ready to chase that trend. We believe that these actions will also allow us to take greater advantage of great opportunistic buys.

Previous report

Operating with Leaner Inventories. We are planning to carry less inventory in our stores going forward compared to historical levels, which we believe should result in the customer finding a higher mix of fresh receipts and great merchandise values. We believe that this should drive faster turns and lower markdowns, while simultaneously improving our customers’ shopping experience.

Previous report

Investment in Merchandising Capabilities. We plan to continue investing in training and coaching, improved tools and reporting, incremental headcount, especially in growing or under-developed businesses, and other forms of merchant support. We believe that these investments should improve our ability to strengthen vendor relationships, source great merchandise buys, more accurately assess value, and better forecast and chase the sales trend.

Previous report

Enhancing Existing Categories and Introducing New Categories. We have opportunities to expand our offerings in certain existing categories, such as ladies’ and junior apparel, beauty, and home merchandise, and maintain the flexibility to introduce new categories as we expand our merchandising capabilities.

Previous report

We intend to expand and enhance our retail store base through the following initiatives:

Previous report

We intend to increase our operating margins through the following initiatives:

Previous report

Improving Operational Flexibility. Our store and supply chain teams must continue to respond to the sales chase, enhancing their ability at flexing up and down based on trends, and allowing us to maximize leverage on sales.

Previous report

Optimizing Markdowns. We believe that our markdown system allows us to maximize sales and gross margin dollars based on forward-looking sales forecasts, sell-through targets and exit dates. Additionally, as we plan to carry less inventory in our stores compared to historical levels, we expect to drive faster turns, which should reduce the amount of markdowns taken compared to historical levels.

Previous report

Optimizing the Supply Chain. Our transportation initiatives have led to lower freight costs compared to recent levels, and we believe our efficiency and labor productivity initiatives will continue to result in lower supply chain costs over the next several years. We also believe there are longer-term supply chain opportunities through investments in automation and new purpose built processing buildings, and owning (rather than leasing) a larger portion of our distribution center network going forward.

Previous report

Challenging Expenses to Drive Operating Leverage. We believe sales growth will drive fixed cost operating leverage. In addition, by more conservatively planning our comparable store sales growth, we are forcing even tighter expense control throughout all areas of our business. We believe that this should put us in a strong position to drive favorable operating leverage on any sales ahead of the plan. Additionally, we plan to continue challenging the processes and operating norms throughout the organization with the belief that this will lead to incremental efficiency improvements and savings.

Previous report

Fiscal 2024 amounts relate to the partial write-off of the original issue discount and deferred debt costs related to the September 2024 extension and upsize of the Term Loan Facility.

Previous report

Fiscal 2024 amounts relate to the partial write-off of the original issue discount and deferred debt costs related to the September 2024 extension and upsize of the Term Loan Facility.

Previous report

Selling, general and administrative expenses as a percentage of net sales decreased to 35.0% during the third quarter of Fiscal 2025, compared to 35.4% during the third quarter of Fiscal 2024. The decrease was primarily driven by leverage on product sourcing costs and store payroll, partially offset by deleverage on occupancy and corporate costs. On a dollar basis, selling, general and administrative expenses increased by $54.4 million, or 6.1%, to $947.5 million during the third quarter of Fiscal 2025. The increase was primarily driven by our 108 net new stores opened since the end of the third quarter of Fiscal 2024.

Previous report

Impairment charges on long-lived assets were $3.8 million during the third quarter of Fiscal 2025, primarily related to one owned store expected to sell below net carrying value. Impairment charges on long-lived assets were $3.0 million during the third quarter of Fiscal 2024, related to stores that relocated and closed before the end of the respective lease-end dates.

Previous report

The recoverability assessment related to these store-level assets requires various judgments and estimates, including estimates related to future revenues, gross margin rates, store expenses and other assumptions. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current market conditions. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections for each store. Refer to Note 6, “Fair Value Measurements,” for further discussion regarding impairment charges.

Previous report

Interest income decreased $2.0 million during the third quarter of Fiscal 2025 to $4.9 million, compared to the same period in the prior year. The decreases are primarily driven by lower average cash balances as well as decreased interest rates.

Previous report

The average interest rate on the Term Loan Facility was 6.0% and 7.0% for the third quarter of Fiscal 2025 and the third quarter of Fiscal 2024, respectively. The average balance on the Term Loan Facility, excluding the original issue discount, was $1,737.8 million and $1,068.6 million for the third quarter of Fiscal 2025 and the third quarter of Fiscal 2024, respectively.

Previous report

Nine Month Period Ended November 1, 2025 Compared With the Nine Month Period Ended November 2, 2024

Previous report

Net sales improved $562.4 million, or 7.7%, to $7,907.1 million during the nine month period ended November 1, 2025, primarily driven by the net sales of 108 net new stores opened since the end of the third quarter of Fiscal 2024, as well as an increase of 2% in comparable stores sales during the nine month period ended November 1, 2025.

Previous report

Selling, general and administrative expenses as a percentage of net sales decreased to 35.0% during the nine month period ended November 1, 2025, compared to 35.2% during the nine month period ended November 2, 2024. The decrease was primarily driven by leverage in store payroll costs and product sourcing costs, partially offset by deleverage in occupancy. On a dollar basis, selling, general and administrative expenses increased by $183.2 million, or 7.1%, to $2,765.5 million during the nine month period ended November 1, 2025. The increase was primarily driven by our 108 net new stores opened since the end of the third quarter of Fiscal 2024.

Previous report

Depreciation and amortization expense amounted to $285.9 million during the nine month period ended November 1, 2025 compared with $256.1 million during the nine month period ended November 2, 2024. The increase in depreciation and amortization expense was primarily driven by new and non-comparable stores, as well as capital expenditures related to investments in our supply chain infrastructure.

Previous report

Impairment charges on long-lived assets were $5.9 million during the nine month period ended November 1, 2025, primarily related to two owned stores expected to sell below net carrying value as well as stores with unrecoverable assets. Impairment charges on long-lived assets were $11.3 million during the nine month period ended November 2, 2024, primarily related to a sale-leaseback transaction at one owned store sold below net carrying value and stores relocated and closed before the end of the respective lease-end dates.

Showing the first 40 of 52 passages. Open the source sections for the rest.

Reworded paragraphs (50)

Previous wording

We are a nationally recognized off-price retailer of high-quality, branded merchandise at everyday low prices. We opened our first store in Burlington, New Jersey in 1972, selling primarily coats and outerwear. Since then, we have expanded our store base to 1,211 stores as of November 1, 2025 in 46 states, Washington D.C. and Puerto Rico. We have diversified our product categories by offering an extensive selection of in-season, high-quality branded merchandise at up to 60% off other retailers’ prices, including: fashion-focused women’s apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

Current wording

We are a nationally recognized off-price retailer of high-quality, branded merchandise at everyday low prices. We opened our first store in Burlington, New Jersey in 1972, selling primarily coats and outerwear. Since then, we have expanded our store base to 1,242 stores as of May 2, 2026 in 47 states, Washington D.C. and Puerto Rico. We have diversified our product categories by offering an extensive selection of in-season, high-quality branded merchandise at up to 60% off other retailers’ prices, including: fashion-focused women’s apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

Previous wording

Fiscal 2025 is defined as the 52-week year ended January 31, 2026. Fiscal 2024 is defined as the 52-week year ending February 1, 2025. The first, second, and third quarters of Fiscal 2025 and Fiscal 2024 each consist of 13 weeks.

Current wording

Fiscal 2026 is defined as the 52-week year ended January 30, 2027. Fiscal 2025 is defined as the 52-week year ending January 31, 2026. The first quarters of Fiscal 2026 and Fiscal 2025 each consist of 13 weeks.

Previous wording

During the nine month period ended November 1, 2025, we opened 129 new stores, inclusive of 18 relocations, and permanently closed eight stores, exclusive of the aforementioned relocations, bringing our store count as of November 1, 2025 to 1,211 stores.

Current wording

During the three month period ended May 2, 2026, we opened 40 new stores, inclusive of six relocations, and permanently closed four stores, exclusive of the aforementioned relocations, bringing our store count as of May 2, 2026 to 1,242 stores.

Previous wording

Adhering to a Market Focused and Financially Disciplined Real Estate Strategy. We have grown our store base consistently since our founding in 1972. We believe there is significant opportunity to expand our retail store base in the United States. As a result of our smaller store prototype, we have identified numerous market opportunities that we believe will allow us to operate 2,000 stores over the long term. We expect to average about 100 net new stores per year, for a total of 500 net new stores over the five-year period from Fiscal 2024 through Fiscal 2028.

Current wording

opening at least 100 net new stores per year and striving to exceed that, which we believe will allow us to operate 2,000 stores over the long-term;

Previous wording

Enhancing the Store Experience. We continue to invest in select store relocations and downsizes to improve the customer experience, taking into consideration the age, size, sales, and location of a store. Relocations provide an opportunity, upon lease expirations, to right-size our stores, improve our competitive positioning, incorporate our new prototype store designs and reduce occupancy costs. Downsizes provide an opportunity to right-size our stores, within our existing space, improve co-tenancy, incorporate our new store designs and reduce occupancy costs.

Current wording

downsizing select existing stores to incorporate our new store designs and reduce occupancy costs.

Previous wording

General Economic Conditions. There remains a high level of uncertainty in the current macroeconomic and geopolitical environments, and prolonged inflationary pressures continue to negatively impact the discretionary spending of the low-income shopper, our core customer. In addition to inflation, consumer spending habits, including spending for the merchandise that we sell, are affected by, among other things, prevailing global economic conditions, the costs of basic necessities and other goods, levels of employment, salaries and wage rates, prevailing interest rates, reductions in government benefits and lower tax refunds, housing costs, energy costs, commodities pricing, income tax rates and policies, immigration policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns are generally influenced by consumers’ disposable income, credit availability and debt levels.

Current wording

General Economic Conditions. There remains a high level of uncertainty in the current macroeconomic and geopolitical environments, and prolonged inflationary pressures could continue to negatively impact the discretionary spending of the low-income shopper, our core customer. In addition to inflation, consumer spending habits, including spending for the merchandise that we sell, are affected by, among other things, prevailing global economic conditions, the costs of basic necessities and other goods, levels of employment, salaries and wage rates, prevailing interest rates, reductions in government benefits and lower tax refunds, housing and food costs, energy and fuel costs, commodities pricing, income tax rates and policies, immigration policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns are generally influenced by consumers’ disposable income, credit availability and debt levels.

Previous wording

Net income. We earned net income of $104.8 million during the three month period ended November 1, 2025 compared with net income of $90.6 million during the three month period ended November 2, 2024. We earned net income of $299.8 million during the nine month period ended November 1, 2025 compared with a net income of $242.9 million during the nine month period ended November 2, 2024. These increases were primarily driven by higher sales, as well as increased gross margin rate. Refer to the section below entitled “Results of Operations” for further explanation.

Current wording

Net income. We earned net income of $114.7 million during the three month period ended May 2, 2026 compared with net income of $100.8 million during the three month period ended May 3, 2025. This increase was primarily driven by higher sales, as well as increased gross margin rate. Refer to the section below entitled “Results of Operations” for further explanation.

Previous wording

We define Adjusted Net Income as net income, exclusive of the following items, if applicable: (i) net favorable lease costs; (ii) loss on extinguishment of debt; (iii) costs related to debt amendments; (iv) impairment charges; (v) amounts related to certain litigation matters; and (vi) other unusual or non-recurring expenses, losses, charges or gains, all of which are tax effected to arrive at Adjusted Net Income.

Current wording

We define Adjusted Net Income as net income, exclusive of the following items, if applicable: (i) net favorable lease costs; (ii) costs related to debt amendments and inducement charges; (iii) impairment charges; (iv) amounts related to certain litigation matters; and (v) other unusual or non-recurring expenses, losses, charges or gains, all of which are tax effected to arrive at Adjusted Net Income.

Previous wording

We define Adjusted EBITDA as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) loss on extinguishment of debt; (iv) costs related to debt amendments; (v) income tax expense; (vi) depreciation and amortization; (vii) net favorable lease costs; (viii) impairment charges; (ix) amounts related to certain litigation matters; and (x) other unusual or non-recurring expenses, losses, charges or gains.

Current wording

We define Adjusted EBITDA as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) costs related to debt amendments and inducement charges; (iv) income tax expense; (v) depreciation and amortization; (vi) net favorable lease costs; (vii) impairment charges; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains.

Previous wording

We define Adjusted EBIT as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) loss on extinguishment of debt; (iv) costs related to debt amendments; (v) income tax expense; (vi) impairment charges; (vii) net favorable lease costs; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains.

Current wording

We define Adjusted EBIT as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) costs related to debt amendments and inducement charges; (iv) income tax expense; (v) impairment charges; (vi) net favorable lease costs; (vii) amounts related to certain litigation matters; and (viii) other unusual or non-recurring expenses, losses, charges or gains.

Previous wording

During the three and nine months ended November 1, 2025, Adjusted Net Income increased $7.6 million to $107.5 million and increased $47.6 million to $311.8 million, respectively, compared to the same periods in the prior year. These increases were primarily driven by higher sales, as well as increased gross margin rate. Refer to the section below entitled “Results of Operations” for further explanation.

Current wording

During the three months ended May 2, 2026, Adjusted Net Income increased $26.3 million to $128.9 million compared to the same period in the prior year. These increases were primarily driven by higher sales, as well as increased gross margin rate. Refer to the section below entitled “Results of Operations” for further explanation.

Previous wording

The following table shows our reconciliation of net income to Adjusted Net Income for the three and nine months ended November 1, 2025 compared with the three and nine months ended November 2, 2024:

Current wording

The following table shows our reconciliation of net income to Adjusted Net Income for the three months ended May 2, 2026 compared with the three months ended May 3, 2025:

Previous wording

Fiscal 2025 amount relates to the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025. Fiscal 2024 amounts relate to the September 2024 extension and upsizing of the Term Loan Facility in the third quarter of Fiscal 2024.

Current wording

Fiscal 2026 amount represents an inducement charge related to the Company's exchange of certain of the 2027 Convertible Notes during the first quarter of Fiscal 2026. Fiscal 2025 amount relates to the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025.

Previous wording

During the three and nine months ended November 1, 2025, Adjusted EBIT increased $14.6 million to $155.9 million and increased $67.2 million to $453.1 million, respectively, compared to the same periods in the prior year. During the three and nine months ended November 1, 2025, Adjusted EBITDA increased $26.4 million to $255.2 million and increased $97.0 million to $739.0 million, respectively, compared to the same periods in the prior year. These increases were primarily driven by higher sales, as well as increased gross margin rate. Refer to the section below entitled “Results of Operations” for further explanation.

Current wording

During the three months ended May 2, 2026, Adjusted EBIT increased $25.4 million to $171.7 million compared to the same period in the prior year. During the three months ended May 2, 2026, Adjusted EBITDA increased $38.2 million to $276.3 million compared to the same period in the prior year. These increases were primarily driven by higher sales, as well as increased gross margin rate. Refer to the section below entitled “Results of Operations” for further explanation.

Previous wording

The following table shows our reconciliation of net income to Adjusted EBIT and Adjusted EBITDA for the three and nine months ended November 1, 2025 compared with the three and nine months ended November 2, 2024:

Current wording

The following table shows our reconciliation of net income to Adjusted EBIT and Adjusted EBITDA for the three months ended May 2, 2026 compared with the three months ended May 3, 2025:

Previous wording

Fiscal 2025 amount relates to the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025. Fiscal 2024 amounts relate to the September 2024 extension and upsizing of the Term Loan Facility in the third quarter of Fiscal 2024.

Current wording

Fiscal 2026 amount represents an inducement charge related to the Company's exchange of certain of the 2027 Convertible Notes during the first quarter of Fiscal 2026. Fiscal 2025 amount relates to the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025.

Previous wording

We define comparable store sales as merchandise sales of those stores commencing on the first day of the fiscal month one year after the end of their grand opening activities, which normally conclude within the first two months of operations. If a store is closed for seven or more days during a month, our policy is to remove that store from our calculation of comparable store sales for any such month, as well as during the month(s) of their grand re-opening activities. The change in our comparable store sales was as follows:

Current wording

We define comparable store sales as merchandise sales of those stores commencing on the first day of the fiscal month one year after the end of their grand opening activities, which normally conclude within the first two months of operations. If a store is closed for a specified period of time during a month, the store is removed from our calculation of comparable store sales for any such month, as well as during the month(s) of their grand re-opening activities. The change in our comparable store sales was as follows:

Previous wording

Cost of sales as a percentage of net sales decreased to 56.1% during the nine month period ended November 1, 2025, compared to 56.6% during the nine month period ended November 2, 2024. This improvement was driven primarily by lower freight costs and higher merchandise margin. On a dollar basis, cost of sales increased $277.6 million, or 6.7%, primarily driven by our overall increase in sales.

Current wording

Gross margin as a percentage of net sales increased to 44.1% during the three month period ended May 2, 2026, compared with 43.8% during the three month period ended May 3, 2025. This improvement was driven primarily by improved merchandise margin and freight costs.

Previous wording

Gross margin as a percentage of net sales increased to 44.2% during the three month period ended November 1, 2025, compared with 43.9% during the three month period ended November 2, 2024. Gross margin as a percentage of net sales increased to 43.9% during the nine months ended November 1, 2025, compared with 43.4% during the nine months ended November 2, 2024. These improvements were driven primarily by lower freight costs and higher merchandise margin. Product sourcing costs, which are included in selling, general and administrative expenses, improved 40 basis points and 10 basis points as a percentage of net sales during the three and nine month periods ended November 1, 2025, respectively, compared with the three and nine month periods ended November 2, 2024.

Current wording

Product sourcing costs, which are included in selling, general and administrative expenses, improved 30 basis points as a percentage of net sales during the three month period ended May 2, 2026 compared with the three month period ended May 3, 2025.

Previous wording

Inventory. Inventory at November 1, 2025 increased to $1,658.4 million compared with $1,440.7 million at November 2, 2024. The increase was attributable primarily to an increase in reserve inventory and 108 net new stores opened since the end of the third quarter of Fiscal 2024. Comparable store inventories decreased 2% compared to the third quarter of Fiscal 2024.

Current wording

Inventory. Inventory at May 2, 2026 increased to $1,444.2 million compared with $1,315.3 million at May 3, 2025. The increase was attributable primarily to an 11% increase in comparable store inventory and new store inventory at 127 net new stores opened since the end of the first quarter of Fiscal 2025, partially offset by a slight decrease in reserve inventory.

Previous wording

Reserve inventory includes all inventory that is being stored for release either later in the season, or in a subsequent season. We intend to use our reserve merchandise to effectively chase sales trends. Reserve inventory was 35% of total inventory at the end of the third quarter of Fiscal 2025 compared to 32% at the end of the third quarter of Fiscal 2024.

Current wording

Reserve inventory includes all inventory that is being stored for release either later in the season, or in a subsequent season. We intend to use our reserve merchandise to effectively chase sales trends. Reserve inventory was 41% of total inventory at the end of the first quarter of Fiscal 2026 compared to 48% at the end of the first quarter of Fiscal 2025.

Previous wording

Liquidity. Liquidity measures our ability to generate cash. Management measures liquidity through cash flow, which is the measure of cash generated from or used in operating, financing, and investing activities. Cash and cash equivalents decreased $410.6 million during the nine months ended November 1, 2025, compared with a decrease of $67.6 million during the nine months ended November 2, 2024. Refer to the section below entitled “Liquidity and Capital Resources” for further explanation.

Current wording

Liquidity. Liquidity measures our ability to generate cash. Management measures liquidity through cash flow, which is the measure of cash generated from or used in operating, financing, and investing activities. Cash and cash equivalents decreased $485.2 million during the three months ended May 2, 2026, compared with a decrease of $623.6 million during the three months ended May 3, 2025. Refer to the section below entitled “Liquidity and Capital Resources” for further explanation.

Previous wording

The following table sets forth certain items in the Condensed Consolidated Statements of Income as a percentage of net sales for the three and nine months ended November 1, 2025 and the three and nine months ended November 2, 2024.

Current wording

The following table sets forth certain items in the Condensed Consolidated Statements of Income as a percentage of net sales for the three months ended May 2, 2026 and the three months ended May 3, 2025.

Previous wording

Net sales improved $179.8 million, or 7.1%, to $2,706.0 million during the third quarter of Fiscal 2025, primarily driven by net sales from our 108 net new stores opened since the end of the third quarter of Fiscal 2024 as well as an increase of 1% in comparable stores sales during the three month period ended November 1, 2025.

Current wording

Net sales improved $352.2 million, or 14.1%, to $2,852.3 million during the first quarter of Fiscal 2026, primarily driven by both an increase in net sales of $196.9 million from our 127 net new stores opened since the end of the first quarter of Fiscal 2025 and non-comparable stores, as well as an increase of 6%, or $155.3 million, in comparable stores sales during the three month period ended May 2, 2026.

Previous wording

Cost of sales as a percentage of net sales decreased to 55.8% during the third quarter of Fiscal 2025, compared to 56.1% during the third quarter of Fiscal 2024. This improvement was driven primarily by lower freight costs and higher merchandise margin. On a dollar basis, cost of sales increased $91.7 million, or 6.5%, primarily driven by our overall increase in sales.

Current wording

Cost of sales as a percentage of net sales decreased to 55.9% during the first quarter of Fiscal 2026, compared to 56.2% during the first quarter of Fiscal 2025. This improvement was driven primarily by improved merchandise margin and freight costs. On a dollar basis, cost of sales increased $189.7 million, or 13.5%, primarily driven by our overall increase in sales.

Previous wording

During the third quarter of Fiscal 2025, the Company incurred costs related to leases acquired through bankruptcy proceedings. The acquisition of these leases resulted in $10.9 million of pre-opening costs that are recorded in the line item, “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income during the third quarter of Fiscal 2025. There were none of these costs incurred during the third quarter of Fiscal 2024.

Current wording

During the first quarter of Fiscal 2026, the Company incurred costs related to leases acquired through bankruptcy proceedings. The acquisition of these leases resulted in $7.4 million and $5.8 million of pre-opening costs that are recorded in the line item, “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income during the first quarter of Fiscal 2026 and the first quarter of Fiscal 2025, respectively.

Previous wording

Depreciation and amortization expense amounted to $99.3 million during the third quarter of Fiscal 2025 compared with $87.5 million during the third quarter of Fiscal 2024. The increase in depreciation and amortization expense was primarily driven by new and non-comparable stores.

Current wording

Depreciation and amortization expense amounted to $104.6 million during the first quarter of Fiscal 2026 compared with $91.8 million during the first quarter of Fiscal 2025. The increase in depreciation and amortization expense was primarily driven by new and non-comparable stores.

Previous wording

Interest expense increased $1.4 million during the third quarter of Fiscal 2025 to $19.2 million, compared to the same period in the prior year. Increases related to the upsize of the Term Loan Facility were partially offset by increased capitalized interest as a result of the ongoing construction of a distribution center. Additionally, the Company paid down the 2025 Convertible Notes during the first quarter of Fiscal 2025.

Current wording

Interest expense increased $0.7 million during the first quarter of Fiscal 2026 to $16.5 million, compared to the same period in the prior year. An increase related to the upsize of the Term Loan Facility was partially offset by increased capitalized interest as a result of the ongoing construction of a distribution center and exchange of certain of convertible notes.

Previous wording

Income tax expense was $33.3 million during the third quarter of Fiscal 2025 compared with income tax expense of $27.4 million during the third quarter of Fiscal 2024. The effective tax rate for the third quarter of Fiscal 2025 was 24.1% compared with 23.2% during the third quarter of Fiscal 2024. The increase in income tax expense is due to higher pre-tax income. The lower tax rate in the prior period was primarily attributable to a favorable adjustment related to adopting the foreign tax credit.

Current wording

Income tax expense was $27.9 million during the first quarter of Fiscal 2026 compared with income tax expense of $32.0 million during the first quarter of Fiscal 2025. The effective tax rate for the first quarter of Fiscal 2026 was 19.6% compared with 24.1% during the first quarter of Fiscal 2025. The decrease in income tax expense and the lower tax rate was primarily attributable to the tax benefit from stock-based compensation.

Previous wording

At the end of each interim period we are required to determine the best estimate of our annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. Use of this methodology during the third quarter of Fiscal 2025 resulted in an annual effective income tax rate of approximately 26% (before discrete items) as our best estimate.

Current wording

At the end of each interim period we are required to determine the best estimate of our annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. Use of this methodology during the first quarter of Fiscal 2026 resulted in an annual effective income tax rate of approximately 27% (before discrete items) as our best estimate.

Previous wording

We earned net income of $104.8 million for the third quarter of Fiscal 2025 compared with $90.6 million for the third quarter of Fiscal 2024. This increase was primarily driven by higher sales, as well as increased gross margin rate. Net income included $8.2 million, net of income taxes, for the third quarter of Fiscal 2025 related to the bankruptcy acquired leases. There were no such costs during the third quarter of Fiscal 2024.

Current wording

We earned net income of $114.7 million for the first quarter of Fiscal 2026 compared with $100.8 million for the first quarter of Fiscal 2025. This increase was primarily driven by higher sales, as well as increased gross margin rate. Net income included $5.5 million and $4.3 million, net of income taxes, for the first quarter of Fiscal 2026 and the first quarter of Fiscal 2025, respectively, related to the bankruptcy acquired leases.

Previous wording

Cash Flow for the Nine Month Period Ended November 1, 2025 Compared With the Nine Month Period Ended November 2, 2024

Current wording

Cash Flow for the Three Month Period Ended May 2, 2026 Compared With the Three Month Period Ended May 3, 2025

Previous wording

We used $410.6 million of cash during the nine month period ended November 1, 2025 compared with a use of $67.6 million during the nine month period ended November 2, 2024.

Current wording

We used $485.2 million of cash during the three month period ended May 2, 2026 compared with a use of $623.6 million during the three month period ended May 3, 2025.

Previous wording

Net cash provided by operating activities amounted to $293.9 million during the nine month period ended November 1, 2025, compared with $320.2 million during the nine month period ended November 2, 2024. The decrease in our operating cash flows was primarily driven by the impact of changes in working capital, partially offset by improved sales and gross margin.

Current wording

Net cash provided by operating activities amounted to $61.5 million during the three month period ended May 2, 2026, compared with net cash used in operating activities of $28.9 million during the three month period ended May 3, 2025. The increase in our operating cash flows was primarily driven by improved sales and gross margin, partially offset by the impact of changes in working capital.

Previous wording

Net cash used in investing activities was $837.8 million during the nine month period ended November 1, 2025 compared with $535.9 million during the nine month period ended November 2, 2024. This change was primarily the result of the timing of spend related to investments in our supply chain infrastructure, as well as the timing of new store construction.

Current wording

Net cash used in investing activities was $289.7 million during the three month period ended May 2, 2026 compared with $412.7 million during the three month period ended May 3, 2025. This change was primarily the result of the timing of spend related to investments in our supply chain infrastructure.

Previous wording

Net cash provided by financing activities was $133.3 million during the nine month period ended November 1, 2025 compared with $148.1 million during the nine month period ended November 2, 2024. This change was primarily driven by the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025 and an increase in treasury stock repurchases, partially offset by net proceeds related to the upsize of the Term Loan Facility during the second quarter of Fiscal 2025.

Current wording

Net cash used by financing activities was $257.0 million during the three month period ended May 2, 2026 compared with $182.0 million during the three month period ended May 3, 2025. This change was primarily driven by borrowings on the ABL Line of Credit during the first quarter of Fiscal 2025, compared to no borrowings during the first quarter of Fiscal 2026.

Previous wording

Changes in working capital also impact our cash flows. Working capital equals current assets minus current liabilities. We had working capital at November 1, 2025 of $458.8 million compared with $389.0 million at November 2, 2024. The increase in working capital was primarily due to increased inventory and decreased current maturities of long term debt related to the settlement of the 2025 Convertible Notes, partially offset by a lower cash balance. We had working capital at February 1, 2025 of $356.3 million.

Current wording

Changes in working capital also impact our cash flows. Working capital equals current assets minus current liabilities. We had working capital at May 2, 2026 of $352.7 million compared with $115.3 million at May 3, 2025. The increase in working capital was primarily due to increased cash balance. We had working capital at January 31, 2026 of $522.3 million.

Previous wording

For the nine month period ended November 1, 2025, capital expenditures, net of $31.1 million of landlord allowances, amounted to $835.2 million (inclusive of accrued capital expenditures).

Current wording

For the three month period ended May 2, 2026, capital expenditures, net of $20.1 million of landlord allowances, amounted to $193.6 million (inclusive of accrued capital expenditures).

Previous wording

We estimate that we will spend approximately $950 million, net of approximately $55 million of landlord allowances, in capital expenditures during Fiscal 2025, including approximately $445 million, net of the previously mentioned landlord allowances, for store expenditures (new stores, relocations, downsizes and other store expenditures). In addition, we estimate that we will spend approximately $415 million to support our supply chain initiatives, with the remaining capital used to support our information technology and other business initiatives.

Current wording

We estimate that we will spend approximately $875 million, net of approximately $55 million of landlord allowances, in capital expenditures during Fiscal 2026, including approximately $445 million, net of the previously mentioned landlord allowances, for store expenditures (new stores, relocations, downsizes and other store expenditures). In addition, we estimate that we will spend approximately $290 million to support our supply chain initiatives, with the remaining capital used to support our information technology and other business initiatives.

Previous wording

During the nine month period ended November 1, 2025, we repurchased 761,731 shares of common stock for $192.0 million under these repurchase programs. As of November 1, 2025, we had $444.5 million remaining under our share repurchase authorization.

Current wording

During the three month period ended May 2, 2026, we repurchased 257,906 shares of common stock for $80.8 million under these repurchase programs. As of May 2, 2026, we had $304.2 million remaining under our share repurchase authorization.

Showing the first 40 of 50 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The Term Loan Facility is collateralized by a first lien on BCFWC’s and each guarantor’s equity interests, equipment, intellectual property, and certain favorable leases and real estate, and certain related assets and proceeds thereof (subject to certain exceptions), and a second lien on BCFWC’s and each guarantor’s other assets and proceeds thereof (subject to certain exceptions).
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

There were no borrowings under the ABL Line of Credit during the third quarter of Fiscal 2025 and Fiscal 2024.

Previous report — wording carried elsewhere

During the nine month periods ended November 1, 2025 and November 2, 2024, the Company incurred costs related to leases acquired through bankruptcy proceedings. The acquisition of these leases resulted in $27.5 million and $9.4 million of pre-opening costs that are recorded in the line item, “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income during the nine month periods ended November 1, 2025 and November 2, 2024, respectively.

Previous report — wording carried elsewhere

At the end of each interim period we are required to determine the best estimate of our annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. Use of this methodology during the nine month period ended November 1, 2025 resulted in an annual effective income tax rate of approximately 26% (before discrete items) as our best estimate.

Previous report — wording carried elsewhere

On August 15, 2023, our Board of Directors authorized the repurchase of up to $500.0 million of common stock, which expired on August 15, 2025.