BURLINGTON STORES, INC.

Capital structure and performance · Debt management and refinancing

Our ability to make payments on and to refinance our debt, and to fund planned capital expenditures, will depend on our ability to generate cash in the future, which is to some extent subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Credit and liquidity · Debt service and covenant compliance

Our 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.

Natural and catastrophic events · Pandemic and public health crises

Public health issues (such as pandemics or epidemics) have in the past and may in the future have the effect of disrupting supplies and raising prices globally which, in turn, may have adverse effects on the world and U.S. economies and lead to a downturn in consumer confidence and spending.

Economic and market conditions · Economic recession and downturns

Slowdown in the U.S. economy, an uncertain global economic outlook, interest rate volatility, or a credit crisis could adversely affect consumer spending habits, resulting in lower net sales and profits than expected on a quarterly or annual basis.

Geopolitical and trade · International conflicts and tensions

Natural disasters, industrial accidents, acts of war or global international conflicts (such as the conflict in Ukraine or the conflict in the Middle East), and public health issues (such as pandemics or epidemics) have in the past and may in the future have the effect of disrupting supplies and raising prices globally.

Natural and catastrophic events · Natural disasters and extreme weather

Extreme weather conditions in the areas in which our stores or distribution centers are located - especially in areas with a high concentration of our stores - could have a material adverse effect on our business, financial condition and results of operations.

Economic and market conditions · Inflation and deflation pressures

These factors include, among other things, prevailing global economic conditions, inflation (including the costs of basic necessities and other goods), levels of employment, salaries and wage rates, prevailing interest rates, housing and food costs, energy and fuel costs, commodities pricing.

Market position and competition · Competitive pressure and market share loss

We face increased competition from other retailers that could adversely affect our business. The retail sector is highly competitive, and retailers are constantly adjusting their business models, promotional activities and pricing strategies in response to changing conditions.

Customer and revenue · Changing customer preferences and behavior

Failure to identify customer trends and preferences to meet customer demand could negatively impact our performance and reputation. Customers are increasingly using technology and mobile devices to rapidly compare products and prices and to purchase products.

Strategic execution · Strategic transformation and turnaround risks

We may not be able to sustain our growth plans or successfully implement our long-range strategic goals. Executing these initiatives while also maintaining the current pace of our expansion may place increased demands on our operational, managerial and administrative resources.

Human capital and workforce · Skills shortage and training requirements

Because of the distinctive nature of our off-price model, we must provide significant internal training and development for key employees across the company, including within our buying organization. Similar to other retailers, we face challenges in securing and retaining sufficient talent in management and other key areas.

Human capital and workforce · Talent acquisition and retention

Our failure to attract, train and retain quality employees and temporary personnel in sufficient numbers could adversely affect our business. Many of our store and distribution center employees are in entry level or part-time positions with historically high rates of turnover, which can lead to increased training and retention costs.

Supply chain and procurement · Raw material availability and cost volatility

Many 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. Factors which affect overseas production could affect our vendors and, in turn, our ability to obtain inventory and the price levels at which they may be obtained.

Legal and litigation · Employment and labor law compliance

Complying with local zoning codes, real estate land use restrictions, employment-related laws, and other local laws across numerous jurisdictions is particularly challenging as we grow the number of our stores in new municipalities and need to stay abreast of changes in such local laws.

Data and privacy · Data protection and privacy laws

Compliance 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. As the regulatory environment relating to retailers' and other companies' obligation to protect such sensitive data becomes increasingly rigorous, with new and evolving requirements applicable to our business.

Corporate governance · Shareholder rights and activism

Our business could be impacted as a result of actions by activist stockholders or others. From time to time, we may be subject to legal and business challenges in the operation of our Company due to stockholder proposals, media campaigns, proxy contests, and other such actions instituted by activist stockholders.

Corporate governance · Internal controls and risk management

Although we have implemented policies and procedures to facilitate compliance with laws and regulations, this does not guarantee that vendors and other third parties with whom we do business will not violate such laws and regulations or our policies.

Reputation and brand · Esg environmental social governance performance

Many stakeholders, including investors, customers, employees, consumers and others, have increasingly focused on ESG topics, including environmental sustainability and corporate social responsibility matters such as climate change, packaging and waste reduction, and energy consumption.

Cybersecurity and data protection · Data breaches and cyber attacks

If we or third parties with which we do business were to fall victim to successful cyber-attacks or experience other material cybersecurity incidents, including the loss of individually identifiable customer or other confidential data or the inability to provide contracted services, we may incur substantial costs and suffer other negative consequences.

Cybersecurity and data protection · Third party data security and vendors

We rely extensively on various information systems, including data centers, hardware, software and applications. In addition, some aspects of our business involve the receipt, storage and transmission of customers' personal information and consumer preferences, as well as confidential information about our employees, our vendors and our Company, some of which is entrusted to third-party service providers and vendors.