Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 26, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number: 001-36711
Boot Barn Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
90-0776290
(I.R.S. employer
identification no.)
17100 Laguna Canyon Road
Irvine, California
(Address of principal executive offices)
92618
(Zip code)
(949) 453-4400
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.0001 par value
BOOT
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Emerging growth company ☐
Non-accelerated filer ☐
Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 23, 2026, the registrant had 29,904,482 shares of common stock outstanding, $0.0001 par value.
Boot Barn Holdings, Inc. and Subsidiaries
Form 10-Q
For the Thirteen and Twenty-Six Weeks Ended September 26, 2026
Page
PART I.
FINANCIAL INFORMATION
3
Item 1.
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 26, 2026 and March 28, 2026
Condensed Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks Ended September 26, 2026 and September 27, 2025
4
Condensed Consolidated Statements of Stockholders’ Equity for the Thirteen and Twenty-Six Weeks Ended September 26, 2026 and September 27, 2025
5
Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended September 26, 2026 and September 27, 2025
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
31
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
32
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
33
Signatures
34
2
Part 1. Financial Information
BOOT BARN HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
September 26,
March 28,
2026
Assets
Current assets:
Cash and cash equivalents
$
97,416
141,036
Accounts receivable, net
11,656
15,264
Inventories
975,272
844,637
Prepaid expenses and other current assets
40,046
33,462
Total current assets
1,124,390
1,034,399
Property and equipment, net
566,838
514,108
Right-of-use assets, net
703,782
638,425
Goodwill
197,502
Intangible assets, net
58,981
Other assets
8,771
6,660
Total assets
2,660,264
2,450,075
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
189,215
142,126
Accrued expenses and other current liabilities
172,298
159,103
Short-term lease liabilities
99,204
89,743
Total current liabilities
460,717
390,972
Deferred taxes
53,155
51,711
Long-term lease liabilities
759,102
683,737
Other liabilities
6,436
4,999
Total liabilities
1,279,410
1,131,419
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.0001 par value; September 26, 2026 - 100,000 shares authorized, 31,171 shares issued; March 28, 2026 - 100,000 shares authorized, 30,998 shares issued
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding
—
Additional paid-in capital
272,918
263,253
Retained earnings
1,252,455
1,129,848
Less: Common stock held in treasury, at cost, 1,080 and 614 shares at September 26, 2026 and March 28, 2026, respectively
(144,522)
(74,448)
Total stockholders’ equity
1,380,854
1,318,656
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Thirteen Weeks Ended
Twenty-Six Weeks Ended
September 27,
2025
Net sales
581,809
505,396
1,175,324
1,009,463
Cost of goods sold
365,317
321,247
718,940
628,093
Gross profit
216,492
184,149
456,384
381,370
Selling, general and administrative expenses
146,244
127,726
295,610
254,227
Income from operations
70,248
56,423
160,774
127,143
Interest expense
509
403
856
746
Other income, net
983
906
3,209
1,817
Income before income taxes
70,722
56,926
163,127
128,214
Income tax expense
18,227
14,704
40,520
32,584
Net income
52,495
42,222
122,607
95,630
Earnings per share:
Basic
1.74
1.38
4.05
3.13
Diluted
1.73
1.37
4.02
3.11
Weighted average shares outstanding:
30,239
30,540
30,300
30,568
30,412
30,750
30,506
30,780
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Additional
Common Stock
Paid-In
Retained
Treasury Shares
Shares
Amount
Capital
Earnings
Total
Balance at March 28, 2026
30,998
(614)
70,112
Issuance of common stock related to stock-based compensation
173
192
Repurchase of common stock
(158)
(25,253)
Tax withholding for net share settlement
(67)
(9,469)
Stock-based compensation expense
4,512
Balance at June 27, 2026
31,171
267,957
1,199,960
(839)
(109,170)
1,358,750
(241)
(35,352)
4,961
Balance at September 26, 2026
(1,080)
Balance at March 29, 2025
30,892
246,725
903,968
(298)
(19,639)
1,131,057
53,408
91
87
(78)
(12,627)
(29)
(4,195)
3,676
Balance at June 28, 2025
30,983
250,488
957,376
(405)
(36,461)
1,171,406
1
(73)
(74)
4,303
Balance at September 27, 2025
30,984
254,791
999,598
(478)
(49,162)
1,205,230
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
46,335
36,972
Stock-based compensation
9,473
7,979
Noncash lease expense
45,692
36,269
Amortization of debt issuance fees
82
54
Loss on disposal of assets
1,254
354
1,444
3,262
Changes in operating assets and liabilities:
3,668
165
(130,635)
(107,909)
(6,384)
(663)
(2,111)
(543)
48,051
40,994
8,610
6,985
1,437
1,072
Operating leases
(25,784)
(21,036)
Net cash provided by operating activities
123,739
99,585
Cash flows from investing activities
Purchases of property and equipment
(97,707)
(74,692)
Purchases of intangible assets
(304)
Proceeds from sale of property and equipment
8
15
Net cash used in investing activities
(97,699)
(74,981)
Cash flows from financing activities
Repayments on finance lease obligations
(499)
(460)
Debt issuance fees paid
(282)
Repurchases of common stock
(59,602)
(25,004)
Tax withholding payments for net share settlement
(4,269)
Proceeds from the exercise of stock options
Net cash used in financing activities
(69,660)
(29,646)
Net decrease in cash and cash equivalents
(43,620)
(5,042)
Cash and cash equivalents, beginning of period
69,770
Cash and cash equivalents, end of period
64,728
Supplemental disclosures of cash flow information:
Cash paid for income taxes
39,690
29,276
Cash paid for interest
661
624
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment
22,579
34,505
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Business Operations
Boot Barn Holdings, Inc. (the “Company”), the parent holding company of the group of operating subsidiaries that conduct the Boot Barn business, was formed on November 17, 2011, and is incorporated in the State of Delaware. The equity of the Company consists of 100,000,000 authorized shares and 31,170,734 issued and 30,090,758 outstanding shares of common stock as of September 26, 2026. The shares of common stock have voting rights of one vote per share.
The Company operates specialty retail stores that sell western and work boots and related apparel and accessories. The Company operates retail locations throughout the United States and sells its merchandise via the internet. The Company operated a total of 584 stores in 49 states as of September 26, 2026 and 539 stores in 49 states as of March 28, 2026. As of September 26, 2026, all stores operated under the Boot Barn name.
Recent Developments
The Company’s business and opportunities for growth depend on consumer discretionary spending, and as such, the Company’s results are particularly sensitive to economic conditions and consumer confidence. Inflation, tariff and import/export regulations, and other challenges affecting the global economy could impact the Company’s operations and will depend on future developments, which are uncertain. These and other effects make it more challenging for management to estimate the future performance of the Company’s business, particularly over the near-to-medium term. For further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2026 filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2026 (the “Fiscal 2026 10-K”).
Basis of Presentation
The Company’s condensed consolidated financial statements as of September 26, 2026 and March 28, 2026 and for the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025 are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and include the accounts of the Company and each of its subsidiaries, consisting of Boot Barn, Inc., RCC Western Stores, Inc., Baskins Acquisition Holdings, LLC, Sheplers, LLC and Sheplers Holding LLC (together with Sheplers, LLC, “Sheplers”). All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. The vast majority of the Company’s identifiable assets are in the United States. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted.
In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company’s financial position, results of operations and cash flows in all material respects as of the dates and for the periods presented. The results of operations presented in the interim condensed consolidated financial statements are not necessarily indicative of the full-year results that may be expected for the fiscal year ending March 27, 2027.
Fiscal Periods
The Company reports its results of operations and cash flows on a 52- or 53-week basis ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second, and third quarters each include thirteen weeks of operations, and the fourth quarter includes fourteen weeks of operations. Both the current fiscal year ending on March 27, 2027 (“fiscal 2027”) and the fiscal year ended on March 28, 2026 (“fiscal 2026”) consist of 52 weeks.
2. Summary of Significant Accounting Policies
Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, to the consolidated financial statements included in the Company’s Fiscal 2026 10-K. Presented below and in the following notes is supplemental information that should be read in conjunction with those consolidated financial statements.
Comprehensive Income
The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements.
Segment Reporting
GAAP has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact its reportable segments. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM regularly reviews operations and financial performance at a consolidated level, based on a single operating segment. The Company operates as one operating and one reportable segment. Further, the Company’s operations represent one reporting unit for the purpose of its goodwill impairment analysis.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Among the significant estimates affecting the Company’s condensed consolidated financial statements are those relating to revenue recognition, lease accounting, inventories, goodwill, intangible and long-lived assets, stock-based compensation, and income taxes. Management regularly evaluates its estimates and assumptions based upon historical experience and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected.
Inventories consist primarily of purchased merchandise and are valued at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method and includes the cost of merchandise and import-related costs, including freight, duty, and agent commissions. The Company assesses the recoverability of inventory through a periodic review of historical usage and present demand. When the inventory on hand exceeds the foreseeable demand, the value of inventory that, at the time of the review, is not expected to be sold at or above cost is written down to its estimated net realizable value.
Leases
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases. Operating and finance lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. Related operating and finance lease right-of-use (“ROU”) assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. Amortization of both operating and finance lease ROU assets is performed on a straight-line basis and recorded as part of rent expense in cost of goods sold and selling, general and
administrative expenses on the consolidated statements of operations. The majority of total lease costs, related to the Company’s retail stores and distribution centers, is recorded as part of cost of goods sold, with the balance recorded in selling, general and administrative expenses on the condensed consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the condensed consolidated statements of operations.
Leases with initial terms of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred.
Fair Value of Certain Financial Assets and Liabilities
The Company follows FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which requires disclosure of the estimated fair value of certain assets and liabilities defined by the guidance as financial instruments. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and debt. ASC 820 defines the fair value of financial instruments as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.
Cash and cash equivalents, accounts receivable, and accounts payable are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified as Level 2 or Level 3 even though there may be certain significant inputs that are readily observable. The Company believes that the recorded values of its financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or duration.
Although a market quote for the fair value of its outstanding debt arrangement discussed in Note 5, “Revolving Credit Facility”, is not readily available, the Company believes that its carrying value approximates fair value due to the variable interest rates, which are Level 2 inputs. There were no material financial assets or liabilities requiring fair value measurements on a recurring basis as of September 26, 2026.
Stock Repurchases
In May 2025, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $200 million of shares of its common stock (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through a variety of methods, which could include open market purchases, which may or may not be pursuant to Rule 10b5-1 trading plans, privately negotiated transactions, block trades, accelerated share repurchase plans, or any combination of such methods. The timing and amount of shares repurchased will depend on the stock price, business and
9
market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors. The Company is not obligated to repurchase any specific amount of shares of common stock. The Repurchase Program does not have an expiration date and may be amended or terminated by the Board at any time without prior notice. In October 2026, the Board authorized the Company to repurchase an additional $400 million of shares of its common stock under the Repurchase Program. For additional information, see Note 11, “Subsequent Events.”
Under the Repurchase Program, the Company repurchased 240,937 and 399,388 shares of common stock during the thirteen and twenty-six weeks ended September 26, 2026, respectively, and 72,794 and 150,753 shares of common stock during the thirteen and twenty-six weeks ended September 27, 2025, respectively. The aggregate purchase price of these shares, excluding excise tax, was $35.0 million and $60.0 million during the thirteen and twenty-six weeks ended September 26, 2026, respectively, and $12.5 million and $25.0 million during the thirteen and twenty-six weeks ended September 27, 2025, respectively. As of September 26, 2026, there were $90.0 million in share repurchases remaining available under the Repurchase Program.
Revenue Recognition
Revenue is recorded for store sales upon the purchase of merchandise by customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. E-commerce sales are recorded when control transfers to the customer, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net sales. Shipping costs incurred by the Company are included in cost of goods sold. Sales taxes that are collected in connection with revenue transactions are withheld and remitted to the respective taxing authorities. As such, sales taxes are excluded from revenue.
Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption, and other promotions. The sales returns reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return percentages. The total reserve for returns is recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company accounts for the return asset and liability separately on a gross basis.
The Company maintains a customer loyalty program under which members accumulate points based on purchase activity. For members to maintain their active point balance, they must make a qualifying purchase of merchandise at least once in a 365-day period. Once a loyalty program member achieves a certain point level, the member earns awards that may be redeemed for credits on merchandise purchases. To redeem awards, the member must make a qualifying purchase of merchandise within 60 days of the date the award was granted. Unredeemed awards and accumulated partial points are accrued as unearned revenue until redemption or expiration and, upon redemption and expiration, recorded as an adjustment to net sales using the relative standalone selling price method. The unearned revenue for this program is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and was $7.7 million and $7.0 million as of September 26, 2026 and September 27, 2025, respectively. The following table provides a reconciliation of the activity related to the Company’s customer loyalty program:
Customer Loyalty Program
(in thousands)
September 26, 2026
September 27, 2025
Beginning balance as of March 28, 2026 and March 29, 2025, respectively
7,948
6,168
Year-to-date provisions
11,463
10,515
Year-to-date award redemptions
(11,668)
(9,691)
Ending balance
7,743
6,992
Proceeds from the sale of gift cards are deferred until the customers use the cards to acquire merchandise. Gift cards, gift certificates, and store credits do not have expiration dates, and unredeemed gift cards, gift certificates, and store credits are subject to state escheatment laws. Amounts remaining after escheatment are recognized in net sales in the period escheatment occurs and the liability is considered to be extinguished. The Company defers recognition of a layaway sale and its related profit to the accounting period when the customer receives the layaway merchandise. Income from the redemption of gift cards, gift card breakage, and the sale of layaway merchandise is included in net sales.
10
Deferred revenue is recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The following table provides a reconciliation of the activity related to the Company’s gift card program:
Gift Card Program
34,578
28,285
Year-to-date issued
18,546
16,838
Year-to-date redemptions
(20,161)
(18,042)
32,963
27,081
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This ASU requires additional disclosure of certain costs and expenses within the notes to the financial statements. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendments should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adoption on its financial disclosures.
3. Segment Reporting
The Company is an omni-channel lifestyle retail chain devoted to western and work-related footwear, apparel, and accessories in the United States, and derives revenue from customers purchasing product from the Company’s stores and e-commerce websites. The Company’s CODM is its Chief Executive Officer. The CODM regularly reviews operations and financial performance at a consolidated level. The Company operates as one operating and one reportable segment.
The CODM uses net income, as reported on the Condensed Consolidated Statement of Operations, to manage business activities on a consolidated basis and to evaluate and assess the performance of the Company when determining how to allocate capital resources. Segment performance is monitored and resource allocation is determined during the annual budget process. The CODM does not review segment assets at a different asset level or category than what is presented on the condensed consolidated balance sheets.
11
The following table presents information about our segment revenue, segment profit or loss, and significant expenses (in thousands):
Net Sales
Less:
Merchandise cost of goods sold1
277,837
250,826
549,445
492,493
Buying, occupancy, and distribution center expenses2
87,480
70,421
169,495
135,600
Selling expenses3
110,962
94,237
220,953
186,380
Other general and administrative expenses4
35,282
33,489
74,657
67,847
Other segment expenses5
17,753
14,201
38,167
31,513
1 Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs.
2 Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation, and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel. Consolidated depreciation expense was $24.1 million and $19.5 million for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively, and $46.3 million and $37.0 million for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively.
3 Selling expenses include all store-level salaries and hourly labor costs, store overhead, and other operating costs, including advertising, pay-per-click, marketing campaigns, operating supplies, repairs and maintenance, credit card fees, and costs of third-party services.
4 Includes corporate compensation and benefits, travel expenses, corporate occupancy costs, stock-based compensation costs, legal and professional fees, insurance, and other related corporate costs.
5 Includes interest expense, other income/(loss), and income tax expense.
Disaggregated Revenue
The Company disaggregates net sales into the following major merchandise categories:
% of Net Sales
Footwear
47
%
48
Apparel
37
36
Hats, accessories and other
16
17
100
The Company further disaggregates net sales between stores and e-commerce:
Stores
92
E-commerce
12
Geographic Information
Approximately 0.3% and 0.4% of the Company’s consolidated net sales for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively, and 0.4% of the Company’s consolidated net sales for each of the twenty-six weeks ended September 26, 2026 and September 27, 2025, were generated from customers outside of the United States. Substantially all of the Company’s long-lived assets are held in the United States.
4. Goodwill and Intangible Assets, Net
The Company performs its annual goodwill impairment assessment on the first day of its fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. The Company’s goodwill balance was $197.5 million as of both September 26, 2026 and March 28, 2026. As of September 26, 2026, the Company had identified no indicators of impairment with respect to its goodwill and intangible asset balances.
During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company did not record any intangible asset impairment charges.
As of both September 26, 2026 and March 28, 2026, the Company had net indefinite lived intangible assets of $59.0 million.
During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company did not record amortization expense for intangible assets.
5. Revolving Credit Facility
Under that certain Credit Agreement, dated as of June 29, 2015, by and among Wells Fargo Bank, National Association as agent (“Wells Fargo”), the lenders party thereto (collectively, the “Lenders”), Boot Barn, Inc. and Sheplers, LLC (together, the “Borrowers”), and the Company and Sheplers Holding LLC (together, the “Guarantors” and, together with Wells Fargo, the Lenders, and the Borrowers, the “Credit Agreement Parties”) (as amended by Amendment No. 1 to Credit Agreement, dated as of January 25, 2017, Amendment No. 2 to Credit Agreement and Amendment No. 1 to Collateral Agreement, dated as of May 26, 2017, Amendment No. 3 to Credit Agreement, dated as of June 6, 2019, Amendment No. 4 to Credit Agreement and Amendment No. 2 to Collateral Agreement, dated as of July 11, 2022, Amendment No. 5 to Credit Agreement, dated as of March 11, 2026, and Amendment No. 6 to Credit Agreement, dated as of July 28, 2026, the “Credit Agreement”), the Company has a $500.0 million syndicated senior secured asset-based revolving credit facility (the “Wells Fargo Revolver”). Under the Wells Fargo Revolver, the sublimit for letters of credit is $10.0 million, and the maturity date is July 28, 2031.
Revolving credit loans under the Wells Fargo Revolver bear interest at per annum rates equal to, at the Company’s option, either (i) the base rate plus an applicable margin for base rate loans, or (ii) Term SOFR plus an applicable margin for SOFR rate loans. The base rate is calculated at the highest of (a) the federal funds rate plus 0.5%, (b) Term SOFR for a one-month tenor in effect on such day plus 1.0%, and (c) the Wells Fargo prime rate. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For SOFR rate loans, the applicable margin ranges from 1.00% to 1.25%, and for base rate loans it ranges from 0.00% to 0.25%. The interest on base rate loans under the Wells Fargo Revolver is payable in quarterly installments ending on the maturity date and for SOFR rate loans is payable on the earlier of the last day of each interest period applicable thereto, or on each three-month interval of such interest period. The Company also pays a commitment fee of 0.25% per annum of the actual daily amount of the unutilized revolving loans.
The borrowing base of the Wells Fargo Revolver is calculated on a monthly basis and is based on the amount of eligible credit card receivables, commercial accounts, inventory, and available reserves.
The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of September 26, 2026 and March 28, 2026 were zero and $4.0 million, respectively. Total interest expense incurred on the Wells Fargo Revolver during the thirteen and twenty-six weeks ended September 26, 2026 was $0.3 million and $0.5 million,
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respectively, and the weighted average interest rate for the thirteen weeks ended September 26, 2026 was 6.8%. Total interest expense incurred on the Wells Fargo Revolver during the thirteen and twenty-six weeks ended September 27, 2025 was $0.2 million and $0.4 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 27, 2025 was 7.3%.
All obligations under the Wells Fargo Revolver are unconditionally guaranteed and secured by substantially all assets of the Company and each of its direct and indirect domestic subsidiaries (other than certain immaterial subsidiaries), which are not named as borrowers under the Wells Fargo Revolver.
The Wells Fargo Revolver contains customary provisions relating to mandatory prepayments, restricted payments, voluntary payments, affirmative and negative covenants, and events of default. In addition, the terms of the Wells Fargo Revolver require the Company to maintain, on a consolidated basis, a Consolidated Fixed Charge Coverage Ratio (as defined in the Wells Fargo Revolver) of at least 1.00:1.00 during such times as a covenant trigger event shall exist. The Wells Fargo Revolver also requires the Company to pay additional interest of 2.0% per annum upon triggering certain specified events of default set forth therein. For financial accounting purposes, the requirement for the Company to pay a higher interest rate upon an event of default is an embedded derivative. As of September 26, 2026 and March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.
As of September 26, 2026, the Company was in compliance with the Wells Fargo Revolver debt covenants.
Debt Issuance Costs
Debt issuance costs totaling $3.0 million have been incurred under the Wells Fargo Revolver and are included as assets on the condensed consolidated balance sheets in prepaid expenses and other current assets. Total unamortized debt issuance costs were $1.3 million and $0.1 million as of September 26, 2026 and March 28, 2026, respectively. These amounts are being amortized to interest expense over the term of the Wells Fargo Revolver.
Total amortization expense of $0.1 million and less than $0.1 million related to the Wells Fargo Revolver is included as a component of interest expense in the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively.
Total amortization expense of $0.1 million related to the Wells Fargo Revolver is included as a component of interest expense in the twenty-six weeks ended September 26, 2026 and September 27, 2025.
6. Stock-Based Compensation
Equity Incentive Plans
On October 19, 2014, the Company approved the 2014 Equity Incentive Plan, which was amended as of August 24, 2016 (as amended, the “2014 Plan”). The 2014 Plan authorized the Company to issue awards to employees, consultants, and directors for up to a total of 3,600,000 shares of common stock, par value $0.0001 per share. All awards granted by the Company under the 2014 Plan were nonqualified stock options, restricted stock awards, restricted stock units (“RSUs”) or performance share units (“PSUs”). Options granted under the 2014 Plan have a life of eight to ten years and vested over service periods of four or five years or in connection with certain events as defined by the 2014 Plan and as determined by the Compensation Committee of the Board (the “Compensation Committee”). Restricted stock awards granted under the 2014 Plan vested over one or four years, as determined by the Compensation Committee. RSUs granted under the 2014 Plan vested over service periods of one, four or five years, as determined by the Compensation Committee. PSUs granted under the 2014 Plan were subject to the vesting criteria discussed further below.
On August 26, 2020, the Company’s stockholders approved the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan, and on August 25, 2021, the Company’s stockholders approved Amendment No. 2021-1 to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (as amended, the “2020 Plan”). Following August 26, 2020, no further grants were made under the 2014 Plan. The 2020 Plan authorized the issuance of awards to employees (including executive officers) of the Company or any of its subsidiaries or other Affiliates (as defined in the 2020 Plan) and non-employee directors of the Board or any member of any board of directors of any Affiliate for up to a total of 2,000,000 shares of
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common stock. All awards granted under the 2020 Plan were market-based stock options, RSUs or PSUs. Market-based stock options granted under the 2020 Plan were subject to the vesting criteria discussed in Note 9 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 29, 2025 filed with the SEC on May 15, 2025. Outstanding RSUs granted under the 2020 Plan vest over service periods ranging from one to four years. Outstanding PSUs granted under the 2020 Plan are subject to the vesting criteria discussed further below.
On August 26, 2026 (the “Effective Date”), the Company’s stockholders approved the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan (the “2026 Plan”). As of the Effective Date of the 2026 Plan, no further grants will be made under the 2020 Plan. The 2026 Plan authorizes the issuance of awards to employees (including executive officers) of the Company or any of its subsidiaries or other Affiliates (as defined in the 2026 Plan) and non-employee directors of the Board or any member of any board of directors of any Affiliate. The number of shares of the Company’s common stock authorized for issuance pursuant to the 2026 Plan is equal to (i) 1,000,000 newly authorized shares of common stock, plus (ii) the number of shares of common stock reserved for issuance under the 2020 Plan that remained available for grant under the 2020 Plan as of July 1, 2026, reduced by (iii) the number of shares of common stock underlying any awards granted under the 2020 Plan after July 1, 2026 and prior to the Effective Date (the difference between (ii) and (iii), the “Rollover Shares”). As of the Effective Date, the maximum number of Rollover Shares that may be issued or transferred pursuant to awards under the 2026 Plan will not exceed 1,088,748 shares of common stock. As of September 26, 2026, no awards have been granted under the 2026 Plan.
Stock Options
During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company did not grant options to purchase shares.
The following table summarizes the stock option activity for the twenty-six weeks ended September 26, 2026:
Grant Date
Weighted
Average
Aggregate
Stock
Remaining
Intrinsic
Options
Exercise Price
Contractual Life
Value (1)
(in years)
Outstanding at March 28, 2026
106,718
24.26
Granted
Exercised
(6,673)
28.72
936
Cancelled, forfeited, or expired
Outstanding at September 26, 2026
100,045
23.96
3.1
9,939
Vested and expected to vest after September 26, 2026
Exercisable at September 26, 2026
No stock options were exercised during the thirteen weeks ended September 26, 2026 or September 27, 2025.
The tax benefit from stock options exercised during the twenty-six weeks ended September 26, 2026 and September 27, 2025 was $0.2 million and $0.1 million, respectively.
As of September 26, 2026, there were no unvested stock options.
Restricted Stock Units
During the thirteen weeks ended September 26, 2026 and September 27, 2025, the Company did not grant RSUs. During the twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company granted 85,230 and
77,875 RSUs, respectively, to non-employee directors and various employees under the 2020 Plan. The RSUs granted vest in periods ranging from one to three years, provided that the respective award recipient continues to be employed by the Company through the vesting period (subject to certain exceptions). The grant date fair value of the RSUs granted during the twenty-six weeks ended September 26, 2026 and September 27, 2025 totaled $12.0 million and $12.2 million, respectively.
The grant date fair values of the RSUs granted during the twenty-six weeks ended September 26, 2026 and September 27, 2025 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock-based compensation expense recognized on a straight-line basis over the vesting period of each award (subject to certain exceptions) commencing on the date of the grant.
Performance Share Units
During the thirteen weeks ended September 26, 2026 and September 27, 2025, the Company did not grant PSUs.
During the twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company granted 53,087 and 46,231 PSUs, respectively, to various employees under the 2020 Plan with grant date fair values of $7.5 million and $7.2 million, respectively. PSUs are stock-based awards in which the number of shares ultimately received depends on the Company’s performance against its cumulative earnings per share target over a three-year performance period. The performance periods for PSUs granted during: (i) the twenty-six weeks ended September 26, 2026, began March 29, 2026 and ends March 31, 2029; and (ii) the twenty-six weeks ended September 27, 2025, began March 30, 2025 and ends April 1, 2028.
The performance metrics for these PSU awards were established by the Compensation Committee at the beginning of the respective performance periods. At the end of each respective performance period, the number of shares to be issued will be fixed based upon the degree of achievement of the pre-determined performance goals for such PSUs. If the cumulative three-year performance goals are below the threshold level, the number of PSUs to vest will be 0%, if the performance goals are at the threshold level, the number of PSUs to vest will be 50% of the target amounts, if the performance goals are at the target level, the number of PSUs to vest will be 100% of the target amounts, and if the performance goals are at the maximum level, the number of PSUs to vest will be 200% of the target amounts, each subject to continued service by the applicable award recipient through the last day of the respective performance period (subject to certain exceptions). If performance is between threshold and target goals or between target and maximum goals, the number of PSUs to vest will be determined by linear interpolation. The number of shares ultimately issued can range from 0% to 200% of the participant’s target award.
The grant date fair values of the PSUs granted during the twenty-six weeks ended September 26, 2026 and September 27, 2025 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock-based compensation expense recognized on a straight-line basis over the three-year vesting period, subject to certain exceptions. The expense recognized over the vesting period is adjusted up or down on a quarterly basis based on the anticipated performance level during the performance period. If the performance goals are not probable of achievement during the performance period, any previously recognized stock-based compensation expense is reversed. The PSUs are forfeited if the threshold performance goals are not achieved as of the end of the performance period.
Stock-Based Compensation Expense
A summary of stock-based compensation expense by award-type is presented below:
RSUs
2,753
2,278
5,254
4,233
PSUs
2,208
2,025
4,219
3,746
Total stock-based compensation expense, before tax
Income tax benefit
(1,035)
(1,997)
(1,283)
Total stock-based compensation expense, after tax
3,926
3,640
7,476
6,696
Stock-based compensation expense of $1.1 million and $0.9 million was recorded in cost of goods sold in the consolidated statements of operations for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively. Stock-based compensation expense of $2.0 million and $1.7 million was recorded in cost of goods sold in the consolidated statements of operations for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations.
A summary of unamortized stock-based compensation expense and the weighted-average remaining recognition period of awards granted under the Company’s stock-based compensation plans as of September 26, 2026 is presented below:
(in thousands, except for periods)
Unamortized compensation expense for RSUs
17,237
Weighted-average remaining recognition period (in years)
2.10
Unamortized compensation expense for PSUs
15,225
2.00
7. Commitments and Contingencies
The Company is involved, from time to time, in litigation that is incidental to its business. The Company has reviewed these matters to determine if reserves are required for losses that are probable and reasonable to estimate in accordance with FASB ASC Topic 450, Contingencies. The Company evaluates such reserves, if any, based upon several criteria, including the merits of each claim, settlement discussions, and advice from outside legal counsel, as well as indemnification of amounts expended by the Company’s insurers or others, if any.
The Company is also subject to certain other pending or threatened litigation matters incidental to its business. In management’s opinion, as of the date of this Quarterly Report on Form 10-Q, none of these legal matters, individually or in the aggregate, will have a material effect on the Company’s financial position, results of operations, or liquidity.
During the normal course of its business, the Company has made certain indemnifications and commitments under which the Company may be required to make payments for certain transactions. These indemnifications include those given to various lessors in connection with facility leases for certain claims arising from such facility leases, and indemnifications to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. The majority of these indemnifications and commitments do not provide for any limitation of the maximum potential future payments the Company could be obligated to make, and their duration may be indefinite. The Company has not recorded any liability for these indemnifications and commitments in the condensed consolidated balance sheets as the impact is expected to be immaterial.
8. Leases
The Company does not own any real estate. Instead, most of its retail store locations are occupied under operating leases. The store leases generally have a base lease term of five or 10 years, with one or more renewal periods of five years, on average, exercisable at the Company’s option. The Company is generally responsible for the payment of property taxes and insurance, utilities, and common area maintenance fees. Some leases also require additional payments based on percentage of sales. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options, and purchase options.
ROU assets are tested for impairment in the same manner as long-lived assets. The Company did not record ROU asset impairment charges related to its stores during the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025.
ROU assets and lease liabilities as of September 26, 2026 and March 28, 2026 consisted of the following:
March 28, 2026
Balance Sheet Classification
Finance lease assets
6,637
7,042
Operating lease assets
697,145
631,383
Total lease assets
Liabilities
Current
Finance
1,221
1,027
Operating
97,983
88,716
Total short-term lease liabilities
Non-Current
11,729
12,453
747,373
671,284
Total long-term lease liabilities
Total lease liabilities
858,306
773,480
Total lease costs for the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025 were:
Finance lease cost
Amortization of right-of-use assets
187
374
Interest on lease liabilities
140
150
282
303
Total finance lease cost
327
337
656
677
Operating lease cost
33,328
26,901
65,968
52,036
Short-term lease cost
1,174
926
2,252
2,009
Variable lease cost
11,308
8,864
21,850
17,426
Total lease cost
46,137
37,028
90,726
72,148
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The following table summarizes future lease payments as of September 26, 2026:
Operating Leases
Finance Leases
Fiscal Year
2027 (Remainder)
43,553
874
2028
148,891
1,747
2029
143,325
2030
135,359
2031
126,812
Thereafter
457,403
7,281
1,055,343
15,143
Less: Imputed interest
(209,987)
(2,193)
Present value of net lease payments
845,356
12,950
As of September 26, 2026, the Company’s minimum lease commitment for operating leases signed but not yet commenced was $270.7 million.
The following table includes supplemental lease information:
Supplemental Cash Flow Information (dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases
74,491
62,365
Operating cash flows used for finance leases
276
298
Financing cash flows used for finance leases
551
474
75,318
63,137
Lease liabilities arising from new right-of-use assets
111,047
126,888
Finance leases
Weighted average remaining lease term (in years)
7.9
7.8
8.9
9.9
Weighted average discount rate
5.4
5.3
10.9
9. Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes (“ASC 740”). In accordance with ASC 740, the Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. ASC 740 prescribes the recognition threshold and measurement principles for financial statement disclosure of tax positions taken or expected to be taken on a tax return. ASC 740 requires the Company to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recognized. Additionally, ASC 740 provides guidance on recognition, measurement, derecognition, classification, related interest and penalties, accounting in interim periods, disclosure, and transition.
The income tax rate was 25.8% for each of the thirteen weeks ended September 26, 2026 and September 27, 2025, and 24.8% and 25.4% for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively. The income tax rate for the twenty-six weeks ended September 26, 2026 was lower than the income tax rate for the twenty-
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six weeks ended September 27, 2025, primarily due to a higher income tax benefit from income tax accounting for stock-based compensation in the current year period.
Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. To this end, the Company has considered and evaluated its sources of taxable income, including forecasted future taxable income, and the Company has concluded that a valuation allowance was not required as of September 26, 2026. The Company will continue to evaluate the need for a valuation allowance at each period end.
The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. At September 26, 2026 and March 28, 2026, the Company had no accrued liability for penalties and interest.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. During the twenty-six weeks ended September 26, 2026, the Internal Revenue Service completed its examination of the Company’s fiscal 2023 income tax return. There were no adjustments as a result of the examination.
As of September 26, 2026, the Company was under tax examination in one state jurisdiction but had not accrued any additional tax liability in connection therewith.
10. Earnings Per Share
Earnings per share is computed under the provisions of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed based on the weighted average number of outstanding shares of common stock during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method, whereby proceeds from such exercise and unamortized compensation, if any, on stock-based awards, are assumed to be used by the Company to purchase the shares of common stock at the average market price during the period. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. PSUs are included in the calculation of diluted earnings per share to the extent that shares underlying such awards would be issuable if the end of the reporting period were the end of the contingency period. Market-based stock option awards are excluded from the calculation of diluted earnings per share until their respective performance or market criteria has been achieved.
The components of basic and diluted earnings per share of common stock, in the aggregate, for the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025 were as follows:
(in thousands, except per share data)
Weighted average basic shares outstanding
Dilutive effect of options, RSUs, and PSUs
210
206
212
Weighted average diluted shares outstanding
Basic earnings per share
Diluted earnings per share
There were no anti-dilutive securities excluded from the computation of weighted average diluted common shares outstanding during the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025.
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11. Subsequent Events
On October 21, 2026 (the “Repurchase Program Increase Date”), the Board authorized the Company to repurchase an additional $400 million of shares of its common stock under the Repurchase Program (the “Repurchase Program Increase”). Following the Repurchase Program Increase, approximately $468 million remained available for future share repurchases under the Repurchase Program as of the Repurchase Program Increase Date. Repurchases under the Repurchase Program may be made through a variety of methods, which could include open market purchases, which may or may not be pursuant to Rule 10b5-1 trading plans, privately negotiated transactions, block trades, accelerated share repurchase plans, or any combination of such methods. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors. The Company is not obligated to repurchase any specific amount of shares of common stock. The Repurchase Program does not have an expiration date and may be amended or terminated by the Board at any time without prior notice.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of our operations should be read together with the unaudited condensed consolidated financial statements and related notes of Boot Barn Holdings, Inc. and its subsidiaries included in Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2026 (the “Fiscal 2026 10-K”). As used in this Quarterly Report on Form 10-Q, except where the context otherwise requires or where otherwise indicated, the terms “Company”, “Boot Barn”, “we”, “our”, and “us” refer to Boot Barn Holdings, Inc. and its subsidiaries.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “seek”, “should”, “target”, “will”, “would”, and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. These forward-looking statements are subject to numerous risks and uncertainties, including the risks and uncertainties described under the section titled “Risk Factors” in our Fiscal 2026 10-K, and those identified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.
We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments that we may make. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.
Our business and opportunities for growth depend on consumer discretionary spending, and as such, our results are particularly sensitive to economic conditions and consumer confidence. Inflation, tariff and import/export regulations, and other challenges affecting the global economy could impact our operations and will depend on future developments,
which are uncertain. For further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 2026 10-K.
Overview
We believe that Boot Barn is the largest lifestyle retail chain devoted to western and work-related footwear, apparel, and accessories in the U.S. As of September 26, 2026, we operated 584 stores in 49 states, as well as our e-commerce websites consisting primarily of bootbarn.com, sheplers.com, countryoutfitter.com, idyllwind.com, and third-party marketplaces, as well as the Boot Barn app. Our product offering is anchored by an extensive selection of western and work boots and is complemented by a wide assortment of coordinating apparel and accessories. Our stores, which are typically freestanding or located in strip centers, average 11,400 selling square feet and feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. Many of the items that we offer are basics or necessities for our customers’ daily lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.
We strive to offer an authentic, one-stop shopping experience that fulfills the everyday lifestyle needs of our customers and, as a result, many of our customers make purchases in both the western and work wear sections of our stores. We target a broad and growing demographic, ranging from passionate western and country enthusiasts, to workers seeking dependable, high-quality footwear and apparel. Our broad geographic footprint, which comprises more than three times as many stores as our nearest direct competitor that sells primarily western and work wear, provides us with significant economies of scale, enhanced supplier relationships, the ability to recruit and retain high quality store associates, and the ability to reinvest in our business at levels that we believe exceed those of our competition.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators we use to evaluate the financial condition and operating performance of our business are net sales and gross profit. In addition, we also review other important metrics, such as same store sales, new store openings, selling, general and administrative (“SG&A”) expenses, operating income, and net income.
Net sales reflect revenue from the sale of our merchandise at retail locations, as well as sales of merchandise through our e-commerce platform. We recognize revenue upon the purchase of merchandise by customers at our stores and upon delivery of the product in the case of our e-commerce websites. Net sales also include shipping and handling fees for e-commerce shipments that have been delivered to our customers. Net sales are net of returns on sales during the period, as well as an estimate of returns and award redemptions expected in the future stemming from current period sales. Revenue from the sale of gift cards is deferred until the gift cards are used to purchase merchandise.
Our business is moderately seasonal and, as a result, our revenues fluctuate from quarter to quarter. In addition, our revenues in any given quarter can be affected by a number of factors, including the timing of holidays and weather patterns. The third quarter of our fiscal year, which includes the Christmas shopping season, has historically produced higher sales and disproportionately higher operating results than the other quarters of our fiscal year. However, neither the western nor the work component of our business has been meaningfully impacted by fashion trends or seasonality historically. We believe that many of our customers are driven primarily by utility and brand, and our best-selling styles.
Same store sales
The term “same store sales” generally refers to net sales from stores that have been open at least 13 full fiscal months (“comparable stores”) as of the end of the current reporting period, although we include or exclude stores from our calculation of same store sales in accordance with the following additional criteria:
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If the criteria described with respect to acquired stores above are met, then all net sales of an acquired store, excluding those net sales before our acquisition of that store, are included for the period presented. However, when an acquired store is included for the period presented, the net sales of such acquired store for periods before its acquisition are included (to the extent relevant) for purposes of calculating “same store sales growth” and illustrating the comparison between the applicable periods. Pre-acquisition net sales numbers are derived from the books and records of the acquired company, as prepared prior to the acquisition, and are not independently verified by us.
In addition to retail store sales, same store sales also include e-commerce sales, e-commerce shipping and handling revenue, and actual retail store or e-commerce sales returns. Sales as a result of an e-commerce asset acquisition are excluded from same store sales until the 13th full fiscal month subsequent to the Company’s acquisition of such assets.
Measuring the change in year-over-year same store sales allows us to evaluate how our store base is performing. Numerous factors affect our same store sales, including:
Opening new stores is an important part of our growth strategy, and we anticipate that a percentage of our net sales in the near future will come from stores not included in our same store sales calculation. Accordingly, same store sales are only one measure that we use to assess the success of our business and growth strategy. Some of our competitors and other retailers may calculate “same” or “comparable” store sales differently than we do. As a result, data in this Quarterly Report on Form 10-Q regarding our same store sales may not be comparable to similar data made available by other retailers.
New store openings
New store openings reflect the number of stores, excluding acquired stores, that are opened during a particular reporting period. In connection with opening new stores, we incur pre-opening costs. Pre-opening costs consist of costs incurred prior to opening a new store and primarily consist of manager and other employee payroll, travel and training costs, marketing expenses, initial opening supplies, and costs of transporting initial inventory and certain fixtures to store locations, as well as occupancy costs incurred from the time that we take possession of a store site to the opening of that store. Occupancy costs are included in cost of goods sold, and the other pre-opening costs are included in SG&A expenses. All of these costs are expensed as incurred.
New stores often open with a period of high sales levels, which subsequently decrease to normalized sales volumes. In addition, we experience typical inefficiencies in the form of higher labor, advertising, and other direct operating expenses, and as a result, store-level profit margins at our new stores are generally lower during the start-up period of operation. The number and timing of store openings has had, and is expected to continue to have, a significant impact on our results of operations. In assessing the performance of a new store, we review its actual sales against the sales that we
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projected that store to achieve at the time we initially approved its opening. We also review the actual number of stores opened in a fiscal year against the number of store openings that we included in our budget at the beginning of that fiscal year.
Gross profit is equal to our net sales less our merchandise cost of goods sold, and buying, occupancy, and distribution center expenses. Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation, and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel. These costs are significant and can be expected to continue to increase as we grow. The components of our reported cost of goods sold may not be comparable to those of other retail companies, including our competitors.
Our gross profit generally follows changes in net sales. We regularly analyze the components of gross profit, as well as gross profit as a percentage of net sales. Specifically, we examine the initial markup on purchases, markdowns and reserves, shrinkage, buying costs, distribution costs, and occupancy costs. Any inability to obtain acceptable levels of initial markups, or a significant increase in our use of markdowns or in inventory shrinkage, or a significant increase in freight and other inventory acquisition costs, could have an adverse impact on our gross profit and results of operations.
Gross profit is also impacted by shifts in the proportion of sales of our exclusive brand products compared to third-party brand products, as well as by sales mix shifts within and between brands and between major product categories such as footwear, apparel, or accessories.
Our SG&A expenses are composed of labor and related expenses, other operating expenses and general and administrative expenses not included in cost of goods sold. Specifically, our SG&A expenses include the following:
The components of our SG&A expenses may not be comparable to those of our competitors and other retailers. We expect our SG&A expenses will increase in future periods as a result of incremental stock-based compensation, legal, and accounting and other compliance-related expenses and increases resulting from growth in the number of our stores.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as the related disclosures of contingent assets and liabilities at the date of the financial statements. A summary of our significant accounting policies is included in Note 2 to the Company’s consolidated financial statements included in the Fiscal 2026 10-K.
Certain of our accounting policies and estimates are considered critical, as these policies and estimates are the most important to the depiction of our consolidated financial statements and require significant, difficult, or complex judgments, often about the effect of matters that are inherently uncertain. Such policies are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Fiscal 2026
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10-K. As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates described in the Fiscal 2026 10-K.
Tariff Refund Policy
On February 20, 2026, the United States Supreme Court issued a ruling that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the United States were unauthorized. Following this ruling, and effective on April 20, 2026, the United States Customs and Border Protection (“CBP”) launched a platform for importers of record to begin submitting IEEPA tariff refund requests. A portion of entries on which IEEPA tariffs were paid are not currently subject to refunds, and the U.S. government is challenging the Court of International Trade’s ability to order that CBP issue refunds with interest on certain finally liquidated entries absent importer-specific litigation.
The Company has applied a gain contingency model in accordance with ASC 450-30, “Gain Contingencies” to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. Any refunds, when recognized, are reflected as a reduction of inventories on the condensed consolidated balance sheets to the extent the related goods remain on hand, or as a reduction of cost of goods sold in the condensed consolidated statements of operations for amounts related to goods already sold.
During the thirteen and twenty-six weeks ended September 26, 2026, the Company recognized $0.3 million and $17.6 million of realized or realizable IEEPA tariff refunds, respectively. Of this amount, $0.7 million was recorded as a reduction of inventories as of September 26, 2026, and $2.2 million and $16.9 million was recorded as a reduction of cost of goods sold for the thirteen and twenty-six weeks ended September 26, 2026, respectively.
Results of Operations
We operate on a fiscal calendar that results in a 52- or 53-week fiscal year ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week fiscal year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second, and third quarters each include thirteen weeks of operations, and the fourth quarter includes fourteen weeks of operations. Both the current fiscal year ending on March 27, 2027 (“fiscal 2027”) and the fiscal year ended on March 28, 2026 (“fiscal 2026”) consist of 52 weeks.
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The following table summarizes key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales:
(dollars in thousands)
Condensed Consolidated Statements of Operations Data:
Percentage of Net Sales(1):
100.0
62.8
63.6
61.2
62.2
37.2
36.4
38.8
37.8
25.1
25.3
25.2
12.1
11.2
13.7
12.6
0.1
0.2
0.3
12.2
11.3
13.9
12.7
2.9
3.4
3.2
9.0
8.4
10.4
9.5
Thirteen Weeks Ended September 26, 2026 Compared to Thirteen Weeks Ended September 27, 2025
Net sales. Net sales increased $76.4 million, or 15.1%, to $581.8 million for the thirteen weeks ended September 26, 2026 from $505.4 million for the thirteen weeks ended September 27, 2025. Consolidated same store sales increased 1.4%, with retail store same store sales increasing 1.0% and e-commerce same store sales increasing 5.2%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Gross profit. Gross profit increased $32.3 million, or 17.6%, to $216.5 million for the thirteen weeks ended September 26, 2026 from $184.1 million for the thirteen weeks ended September 27, 2025. As a percentage of net sales, gross profit increased by 80 basis points to 37.2% for the thirteen weeks ended September 26, 2026 from 36.4% for the thirteen weeks ended September 27, 2025. Included in gross profit is $2.2 million of tariff refunds recognized in cost of goods sold during the current-year period. The remaining increase was driven by an increase in sales, partially offset by the occupancy costs of new stores. The 80 basis-point increase in gross profit rate was driven primarily by a 190 basis-point increase in merchandise margin rate partially offset by 110 basis points of deleverage in buying, occupancy and distribution center costs. The 190 basis-point increase in merchandise margin rate was primarily driven by a 130 basis-point benefit from lower freight expense in the current year, combined with elevated freight costs in the prior-year period, a 40 basis-point benefit from tariff refunds recognized during the current-year period and 20 basis points of product margin expansion.
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Selling, general and administrative expenses. SG&A expenses increased $18.5 million, or 14.5%, to $146.2 million for the thirteen weeks ended September 26, 2026 from $127.7 million for the thirteen weeks ended September 27, 2025. The increase in SG&A expenses compared to the prior-year period was primarily the result of higher store payroll and store-related expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current-year period. SG&A expenses as a percentage of net sales leveraged by 10 basis points primarily as a result of lower corporate general and administrative expenses in the current-year period.
Income from operations. Income from operations increased $13.8 million, or 24.5%, to $70.2 million for the thirteen weeks ended September 26, 2026 from $56.4 million for the thirteen weeks ended September 27, 2025. The increase in income from operations was attributable to the factors noted above. As a percentage of net sales, income from operations was 12.1% and 11.2% for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively.
Interest expense. Interest expense increased $0.1 million, or 26.3%, to $0.5 million for the thirteen weeks ended September 26, 2026 from $0.4 million for the thirteen weeks ended September 27, 2025. The increase in interest expense was related to unutilized line of credit fees on the Wells Fargo Revolver (as defined below).
Income tax expense. Income tax expense was $18.2 million for the thirteen weeks ended September 26, 2026 compared to $14.7 million for the thirteen weeks ended September 27, 2025. Our effective tax rate was 25.8% for each of the thirteen weeks ended September 26, 2026 and September 27, 2025.
Net income. Net income was $52.5 million for the thirteen weeks ended September 26, 2026 compared to $42.2 million for the thirteen weeks ended September 27, 2025. The increase in net income was primarily attributable to the factors noted above.
Twenty-Six Weeks Ended September 26, 2026 Compared to Twenty-Six Weeks Ended September 27, 2025
Net sales. Net sales increased $165.9 million, or 16.4%, to $1.175 billion for the twenty-six weeks ended September 26, 2026 from $1.009 billion for the twenty-six weeks ended September 27, 2025. Consolidated same store sales increased 3.0%, with retail store same store sales increasing 2.4% and e-commerce same store sales increasing 9.2%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Gross profit. Gross profit increased $75.0 million, or 19.7%, to $456.4 million for the twenty-six weeks ended September 26, 2026 from $381.4 million for the twenty-six weeks ended September 27, 2025. As a percentage of net sales, gross profit increased by 100 basis points to 38.8% for the twenty-six weeks ended September 26, 2026 from 37.8% for the twenty-six weeks ended September 27, 2025. Included in gross profit is $16.9 million of tariff refunds recognized in cost of goods sold during the current-year period. The remaining increase was driven by an increase in sales, partially offset by the occupancy costs of new stores. The 100 basis-point increase in gross profit rate was driven primarily by a 200 basis-point increase in merchandise margin rate partially offset by 100 basis points of deleverage in buying, occupancy and distribution center costs. The 200 basis-point increase in merchandise margin rate was driven by a 140 basis-point benefit from tariff refunds recognized during the current-year period, 40 basis points of product margin expansion, and a 20 basis-point benefit due to lower freight expense.
Selling, general and administrative expenses. SG&A expenses increased $41.4 million, or 16.3%, to $295.6 million for the twenty-six weeks ended September 26, 2026 from $254.2 million for the twenty-six weeks ended September 27, 2025. The increase in SG&A expenses compared to the prior-year period was primarily the result of higher store payroll and store-related expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current-year period. SG&A expenses as a percentage of net sales were 25.2% in both the twenty-six weeks ended September 26, 2026 and September 27, 2025.
Income from operations. Income from operations increased $33.6 million, or 26.5%, to $160.8 million for the twenty-six weeks ended September 26, 2026 from $127.1 million for the twenty-six weeks ended September 27, 2025. The increase in income from operations was attributable to the factors noted above. As a percentage of net sales, income
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from operations was 13.7% and 12.6% for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively.
Interest expense. Interest expense increased $0.2 million, or 14.7%, to $0.9 million for the twenty-six weeks ended September 26, 2026 from $0.7 million for the twenty-six weeks ended September 27, 2025. The increase in interest expense was related to unutilized line of credit fees on the Wells Fargo Revolver.
Income tax expense. Income tax expense was $40.5 million for the twenty-six weeks ended September 26, 2026 compared to $32.6 million for the twenty-six weeks ended September 27, 2025. Our effective tax rate was 24.8% and 25.4% for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively. The income tax rate for the twenty-six weeks ended September 26, 2026 was lower than the income tax rate for the twenty-six weeks ended September 27, 2025, primarily due to a higher income tax benefit from income tax accounting for stock-based compensation in the current year period.
Net income. Net income was $122.6 million for the twenty-six weeks ended September 26, 2026 compared to $95.6 million for the twenty-six weeks ended September 27, 2025. The increase in net income was primarily attributable to the factors noted above.
Store Operating Data:
The following table presents store operating data for the periods indicated:
Selected Store Data:
Same Store Sales growth
1.4
3.0
Stores operating at end of period
584
489
Comparable stores open during period
411
Total retail store selling square footage, end of period (in thousands)
6,686
5,495
Average retail store selling square footage, end of period
11,449
11,238
Average sales per comparable store (in thousands)(1)
957
996
1,933
2,020
Liquidity and Capital Resources
We rely on cash flows from operating activities and our credit facility as our primary sources of liquidity. Our primary cash needs are for inventories, operating expenses, occupancy expenses, capital expenditures associated with opening new stores and remodeling or refurbishing existing stores, improvements to our distribution facilities, marketing and information technology expenditures, debt service, and taxes. We have historically used cash for acquisitions and the subsequent rebranding and integration of the stores acquired in those acquisitions. In addition to cash and cash equivalents, the most significant components of our working capital are accounts receivable, inventories, accounts payable, and accrued expenses and other current liabilities. We also use cash to repurchase shares of our common stock under our authorized Repurchase Program. We believe that cash flows from operating activities and the availability of cash under our credit facility will be sufficient to cover working capital requirements, anticipated capital expenditures, and other anticipated cash needs for at least the next 12 months from the date of this filing.
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Our liquidity is moderately seasonal. Our cash requirements generally increase in our third fiscal quarter as we increase our inventory in advance of the Christmas shopping season.
Our primary ongoing sources of liquidity include funds provided by operations and borrowings under our revolving credit facility. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We estimate that our capital expenditures in fiscal 2027 will be between approximately $135.0 million and $140.0 million (including the capital expenditures made during the twenty-six weeks ended September 26, 2026), which is net of estimated landlord tenant allowances of $54.4 million. We anticipate that we will use cash flows from operations to fund these expenditures.
Wells Fargo Revolver
The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of September 26, 2026 and March 28, 2026 were zero and $4.0 million, respectively. Total interest expense incurred on the Wells Fargo Revolver during the thirteen and twenty-six weeks ended September 26, 2026 was $0.3 million and $0.5 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 26, 2026 was 6.8%. Total interest expense incurred on the Wells Fargo Revolver during the thirteen and twenty-six weeks ended September 27, 2025 was $0.2 million and $0.4 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 27, 2025 was 7.3%.
The Wells Fargo Revolver contains customary provisions relating to mandatory prepayments, restricted payments, voluntary payments, affirmative and negative covenants, and events of default. In addition, the terms of the Wells Fargo Revolver require the Company to maintain, on a consolidated basis, a Consolidated Fixed Charge Coverage Ratio (as defined in the Wells Fargo Revolver) of at least 1.00:1.00 during such times as a covenant trigger event shall exist. The Wells Fargo Revolver also requires the Company to pay additional interest of 2.0% per annum upon triggering certain
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specified events of default set forth therein. For financial accounting purposes, the requirement for the Company to pay a higher interest rate upon an event of default is an embedded derivative. As of September 26, 2026 and March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.
Cash Position and Cash Flow
Cash and cash equivalents were $97.4 million as of September 26, 2026 compared to $141.0 million as of March 28, 2026.
The following table presents summary cash flow information for the periods indicated below:
Net cash provided by/(used in):
Operating activities
Investing activities
Financing activities
Operating Activities
Net cash provided by operating activities was $123.7 million for the twenty-six weeks ended September 26, 2026. The significant components of cash flows provided by operating activities were net income of $122.6 million, the add-back of non-cash lease expense of $45.7 million, depreciation of $46.3 million, and stock-based compensation expense of $9.5 million. Accounts payable and accrued expenses and other current liabilities increased by $56.7 million due to the timing of payments. Inventory increased by $130.6 million as a result of an increase in purchases.
Net cash provided by operating activities was $99.6 million for the twenty-six weeks ended September 27, 2025. The significant components of cash flows provided by operating activities were net income of $95.6 million, the add-back of non-cash lease expense of $36.3 million, depreciation of $37.0 million, and stock-based compensation expense of $8.0 million. Accounts payable and accrued expenses and other current liabilities increased by $48.0 million due to the timing of payments. Inventory increased by $107.9 million as a result of an increase in purchases.
Investing Activities
Net cash used in investing activities was $97.7 million for the twenty-six weeks ended September 26, 2026, which was primarily attributable to capital expenditures related to store construction.
Net cash used in investing activities was $75.0 million for the twenty-six weeks ended September 27, 2025, which was primarily attributable to capital expenditures related to store construction and investments in our new Store Support Center.
Financing Activities
Net cash used in financing activities was $69.7 million for the twenty-six weeks ended September 26, 2026. We paid $59.6 million to repurchase shares of our common stock under our authorized Repurchase Program and $9.5 million in taxes related to the vesting of restricted stock.
Net cash used in financing activities was $29.6 million for the twenty-six weeks ended September 27, 2025. We paid $25.0 million to repurchase shares of our common stock under our authorized Repurchase Program and $4.3 million in taxes related to the vesting of restricted stock.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are subject to interest rate risk in connection with borrowings under our credit facility which bears interest at variable rates. As of September 26, 2026, there were no amounts outstanding under the Wells Fargo Revolver.
As of September 26, 2026, there were no other material changes in the market risks described in the “Quantitative and Qualitative Disclosure of Market Risks” section of the Fiscal 2026 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 26, 2026. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 26, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 26, 2026, no changes occurred with respect to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Part II. Other Information
Item 1. Legal Proceedings
For information on legal proceedings, see Note 7, “Commitments and Contingencies”, to our unaudited financial statements included in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows, including the risks contained in “Item 1A—Risk Factors” in our Fiscal 2026 10-K. As of September 26, 2026, there were no material changes to the risks described in our Fiscal 2026 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 8, 2025, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $200 million of shares of its common stock (the “Repurchase Program”). On October 21, 2026, the Board authorized the Company to repurchase an additional $400 million of shares of its common stock under the Repurchase Program. For additional information, see Note 11, “Subsequent Events.”
The following table summarizes our purchases during the thirteen weeks ended September 26, 2026.
Thirteen Weeks Ended September 26, 2026
Total number of shares purchased(1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs ($000)
July (6/28/2026 - 7/25/2026)
49,576
156.62
117,226
August (7/26/2026 - 8/22/2026)
50,825
161.21
109,031
September (8/23/2026 - 9/26/2026)
140,536
135.48
89,989
240,937
145.26
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended September 26, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s common stock intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
Item 6. Exhibits
Exhibit No.
Description of Exhibit
10.1
Boot Barn Holdings, Inc. 2026 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2026).
10.2
Amendment No. 6 to Credit Agreement (which amends and restates the Credit Agreement in its entirety), dated as of July 28, 2026, by and among the Company, Boot Barn, Inc., Sheplers Holding LLC (f/k/a Sheplers Holding Corporation), Sheplers, LLC (f/k/a Sheplers, Inc.), Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and the other Lenders named therein (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 29, 2026).
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive data files from Boot Barn Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statement of Stockholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2026, formatted in Inline XBRL.
*
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 28, 2026
/s/ John Hazen
John Hazen
Chief Executive Officer(Principal Executive Officer)
/s/ James M. Watkins
James M. Watkins
Chief Financial Officer and Secretary(Principal Financial Officer and Principal Accounting Officer)